UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2018

BJ’s Wholesale Club Holdings, Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-38559	 	45-2936287	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
25 Research Drive
Westborough, MA 01581	 	01581	
(Address of principal executive offices)	 	(Zip Code)	
(774) 512-7400
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 1.01	Entry into a Material Definitive Agreement.	
On August 13, 2018, BJ’s Wholesale Club Holdings, Inc. (the “Company”) and BJ’s Wholesale Club, Inc. entered into a refinancing amendment (the “First Lien Amendment”), which amends the First Lien Term Loan Credit Agreement, dated as of February 3, 2017, among the Company, BJ’s Wholesale Club, Inc., the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent (the “First Lien Facility”).
The First Lien Amendment reduces the applicable rate for the First Lien Facility from 3.75% for LIBOR loans and 2.75% for base rate loans (in each case, with a 0.25% stepdown at first lien net leverage of 4.25 to 1.00) to 3.00% for LIBOR loans and 2.00% for base rate loans (in each case, with a 0.25% stepdown at first lien net leverage of 3.00 to 1.00), provided that until delivery of financial statements for the first full fiscal quarter ending after August 13, 2018, the applicable rate is 3.00% for LIBOR loans and 2.00% for base rate loans.
On August 17, 2018, the Company and BJ’s Wholesale Club, Inc. entered into the first amendment (the “ABL Amendment”) to the Amended and Restated Credit Agreement, dated as of February 3, 2017, among the Company, BJ’s Wholesale Club, Inc., Wells Fargo Bank, National Association, as administrative agent, and the other lenders and issuers party thereto (the “ABL Facility”).
The ABL Amendment (a) extends the scheduled maturity date of the ABL Facility from February 3, 2022 to August 17, 2023 and (b) amends the pricing grid to provide as set forth below and reduces the applicable margin for all classes of loans and fees paid in connection with letters of credit at all levels of average daily availability (in each case, with stepdowns at total net leverage of 3.00 to 1.00 of (i) in the case of LIBOR and base rate loans and standby letters of credit fees, 0.125% and (ii) in the case of documentary letters of credit fees, 0.0625%), provided that, until February 1, 2019, the applicable margins set forth below for Pricing Level I shall apply (including, if applicable, any stepdowns based on achieving total net leverage of 3.00 to 1.00).

Pricing
Level	  	Average Daily Availability	  	Eurodollar
Rate
Revolving
Loans and
Standby Letters
of Credit	 	 	Base Rate
Revolving
Loans	 	 	Eurocurrency
Rate Term
Loans	 	 	Base Rate
Term Loans	 	 	Documentary
Letters
of Credit	 	
I	  	Greater than $500.0 million	  	 	1.25	% 	 	 	0.25	% 	 	 	2.00	% 	 	 	1.00	% 	 	 	0.625	% 	
II	  	Less than or equal to $500.0 million but greater than $350.0 million	  	 	1.50	% 	 	 	0.50	% 	 	 	2.25	% 	 	 	2.25	% 	 	 	0.750	% 	
III	  	Less than or equal to $350.0 million	  	 	1.75	% 	 	 	0.75	% 	 	 	2.50	% 	 	 	1.50	% 	 	 	0.875	% 	
Certain of the participants in the First Lien Amendment and the ABL Amendment and/or their respective affiliates, have provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory and/or other services in the ordinary course of business for the Company and/or its subsidiaries, for which they have in the past, and may in the future receive, customary fees and commissions
The foregoing summaries of the First Lien Amendment and the ABL Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits .

Exhibit
No.	  	Description	
		
10.1	  	Refinancing Amendment, dated August 13, 2018, to the First Lien Term Loan Credit Agreement, dated as of February  3, 2017, among BJ’s Wholesale Club, Inc., the Company, the Lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent.	
		
10.2	  	First Amendment, dated August 17, 2018, to the Amended and Restated Credit Agreement, dated as of February  3, 2017, among the Company, BJ’s Wholesale Club, Inc., Wells Fargo Bank, National Association, as administrative agent and the other lenders and issuers party thereto.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	BJ’S WHOLESALE CLUB HOLDINGS, INC.	
				
Date: August 17, 2018	 		 	By:	 	/s/ Laura L. Felice	
	 		 	Name:	 	Laura L. Felice	
	 		 	Title:	 	Senior Vice President, Controller	

Exhibit 10.1
EXECUTION VERSION
REFINANCING AMENDMENT TO FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of August 13, 2018 (this “ Refinancing Amendment ”), by and among BJ’s Wholesale Club, Inc., as the Borrower (the “ Borrower ”), BJ’s Wholesale Club Holdings, Inc. (formerly known as Beacon Holding Inc.), as Holdings (“ Holdings ”), each of the other Loan Parties that are party hereto, Nomura Corporate Funding Americas, LLC (“ Nomura ”), as Administrative Agent and Collateral Agent (in such capacities, the “ Administrative Agent ”), each Lender party hereto with 2018 Other Term Commitments (as defined below) (the “ 2018 Other Term Lenders ”) and each other Lender party hereto. The joint lead arrangers and joint lead bookrunners for this Refinancing Amendment are Nomura Securities International, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates), Deutsche Bank Securities Inc., Jefferies Finance LLC and Wells Fargo Securities, LLC (in such capacities, the “ Refinancing Amendment Arrangers ”).
WHEREAS, the Borrower, Holdings, the Lenders party thereto and the Administrative Agent are parties to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified through the date hereof, the “ Credit Agreement ”), pursuant to which such Lenders have extended credit to the Borrower;
WHEREAS, pursuant to Section 2.07 of the Credit Agreement, the Borrower intends to prepay the Term Loans (as defined in the Credit Agreement) on or prior to the First Refinancing Amendment Effective Date (as defined below) (but prior to giving effect to this Refinancing Amendment) in an aggregate amount equal to $350,000,000 (the “ First Refinancing Amendment Prepayment ”);
WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the Borrower has requested to refinance and replace all existing Tranche B Term Loans incurred prior to the date hereof and outstanding immediately prior to the First Refinancing Amendment Effective Date and after giving effect to the First Refinancing Amendment Prepayment (such Term Loans, the “ Existing Term Loans ” and the Lenders holding such Term Loans, the “ Existing Term Lenders ”) with the proceeds of the 2018 Other Term Loans (as defined below) and certain cash on hand of the Borrower (the “ Cash on Hand of the Borrower ”);
WHEREAS, in accordance with the provisions of Section 2.19 of the Credit Agreement and the terms herein and subject only to the conditions set forth in Section 5 below, the Borrower, Holdings, each of the other Loan Parties that are party hereto, the 2018 Other Term Lenders and the Administrative Agent wish to enter into and effect this Refinancing Amendment with respect to the Borrower’s request above;
WHEREAS, the Lenders party hereto wish to amend certain provisions of the Credit Agreement as hereinafter provided, on the terms, and subject only to the conditions in Section 5, set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1     Defined Terms . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Sections 1.02 through 1.08 (inclusive) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis .
SECTION 2     Term Loan Refinancing Amendment .
(a)    As used herein:
(i)     “ 2018 Other Term Commitment ” means, with respect to each 2018 Other Term Lender, the commitment of such Lender to make 2018 Other Term Loans as set forth on Schedule 2.01 hereto. On the First Refinancing Amendment Effective Date, the aggregate amount of 2018 Other Term Commitments is $ 1,537,733,909.31.

(ii)    “ 2018 Other Term Lenders ” has the meaning set forth in the recitals hereof and includes, for the avoidance of doubt, the New 2018 Other Term Lender (as defined below).
(iii)    “ 2018 Other Term Loans ” means the term loans made to the Borrower on the First Refinancing Amendment Effective Date in accordance with Section 2(c) hereof. On the First Refinancing Amendment Effective Date (after giving effect to this Refinancing Amendment and subject to the funding in full of the 2018 Other Term Loans), the aggregate outstanding principal amount of the 2018 Other Term Loans shall be $ 1,537,733,909.31.
(iv)    “ Amended Credit Agreement ” means the Credit Agreement as amended hereby and as the same may be further amended, amended and restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof.
(v)    “ Conversion Amount ” means as to any Converting Lender, the final amount of such Converting Lender’s 2018 Other Term Commitment on the First Refinancing Amendment Effective Date. For the avoidance of doubt, the Conversion Amount of any Converting Lender shall not exceed (but may be less than) the outstanding principal amount of such Converting Lender’s Existing Term Loans. The Conversion Amount will be determined by the Administrative Agent in consultation with the Borrower and all such determinations (absent manifest error) shall be final, conclusive and binding on the Administrative Agent, the Borrower, the Lenders and the other Secured Parties, and the Administrative Agent and the Borrower shall have no liability to any Person with respect to any such determination.
(vi)    “ Converting Lenders ” means each Existing Term Lender that (a) executes this Refinancing Amendment by selecting option A on its signature page hereto and (b) has a 2018 Other Term Commitment.
(vii)    “ Non-Converting Lenders ” means each Existing Term Lender that is not a Converting Lender.
(viii)    “ Non-Converting Portion ” means, with respect to any Converting Lender whose Conversion Amount is less than the outstanding principal amount of its Existing Term Loans on the First Refinancing Amendment Effective Date, the excess (if any) of the aggregate principal amount of such Converting Lender’s Existing Term Loans over its 2018 Other Term Commitment. For the avoidance of doubt, if there is no such excess, the Non-Converting Portion with respect to such Converting Lender will be zero. The Non-Converting Portion will be determined by the Administrative Agent in consultation with the Borrower and all such determinations (absent manifest error) shall be final, conclusive and binding on the Administrative Agent, the Borrower, the Lenders and the other Secured Parties, and the Administrative Agent and the Borrower shall have no liability to any Person with respect to any such determination.
(b)    For the avoidance of doubt, (i) this Refinancing Amendment constitutes a “Refinancing Amendment” pursuant to which a new Term Facility and Class of Other Term Loans is established pursuant to Section 2.19 of the Credit Agreement and (ii) from and after the First Refinancing Amendment Effective Date (as hereinafter defined) and upon funding by Lender of the 2018 Other Term Loans in full to the Borrower, (A) each reference to “Tranche B Term Loan” in the Credit Agreement (as amended pursuant to Section 3 hereof) and the other Loan Documents shall be deemed to refer to, and constitute, the 2018 Other Term Loans (or a Borrowing thereof, as appropriate) established pursuant to this Refinancing Amendment, (B) each 2018 Other Term Lender shall constitute a “Lender” and a “Tranche B Term Loan Lender” as defined in the Credit Agreement (as amended pursuant to Section 3
 
2

hereof), (C) each reference to a “Tranche B Term Loan Commitment” in the Credit Agreement (as amended pursuant to Section 3 hereof) shall be deemed to refer to, and constitute, a 2018 Other Term Commitment, and (D) each reference to “Tranche B Term Loan Facility” in the Credit Agreement (as amended pursuant to Section 3 hereof) and the other Loan Documents shall be deemed to refer to, and constitute, the Term Facility consisting of 2018 Other Term Loans established pursuant to this Refinancing Amendment.
(c)    On the terms, and subject only to the conditions set forth in Section 5, hereof (including the occurrence of the First Refinancing Amendment Effective Date),
(i)    Nomura (in such capacity, the “ New 2018 Other Term Lender ”) will make an Other Term Loan to the Borrower (the “ New 2018 Other Term Loan ”) in a principal amount equal to its 2018 Other Term Commitment on the First Refinancing Amendment Effective Date; and
(ii)    each 2018 Other Term Lender (other than Nomura) will make Other Term Loans to the Borrower on the First Refinancing Amendment Effective Date in a principal amount equal to its 2018 Other Term Commitment on the First Refinancing Amendment Effective Date.
(d)    The Administrative Agent has notified each 2018 Other Term Lender of its 2018 Other Term Commitment and each 2018 Other Term Lender, by providing its executed counterpart to this Refinancing Amendment to the Administrative Agent, (x) agrees to (1) its 2018 Other Term Commitment and/or (2) the Term Loan Conversion (as defined below), as applicable, and (y) consents to the terms of this Refinancing Amendment, the Credit Agreement (after giving effect to this Refinancing Amendment) and the other Loan Documents.
(e)    On the First Refinancing Amendment Effective Date, all then outstanding Existing Term Loans shall be repaid in full with the proceeds of the 2018 Other Term Loans and the Cash on Hand of the Borrower, as follows:
(i)    the outstanding aggregate principal amount of Existing Term Loans of each Converting Lender (other than any Non-Converting Portion of such Converting Lender, if any) shall automatically be converted (the “ Term Loan Conversion ”) into Other Term Loans (each, a “ 2018 Converted Other Term Loan ”) in a principal amount equal to such Converting Lender’s Conversion Amount;
(ii)    to the extent the outstanding principal amount of the Existing Term Loans of any Converting Lender exceeds its Conversion Amount, such Existing Term Lender shall be repaid in cash with the proceeds of the 2018 Other Term Loans and the Cash on Hand of the Borrower in an amount equal to its Non-Converting Portion (if any); and
(iii)    the outstanding aggregate principal amount of Existing Term Loans of each Non-Converting Lender shall be repaid in full in cash with the proceeds of the 2018 Other Term Loans and the Cash on Hand of the Borrower.
(f)    Each 2018 Other Term Lender hereby agrees to “fund” its 2018 Other Term Loans in an aggregate principal amount equal to such 2018 Other Term Lender’s 2018 Other Term Commitment, as follows:
(i)    each Converting Lender shall fund its 2018 Converted Other Term Loan to the Borrower by converting all or a portion of its then outstanding principal amount of Existing Term Loans into a 2018 Converted Other Term Loan in a principal amount equal to its Conversion Amount; and
 
3

(ii)    the New 2018 Other Term Lender shall fund in cash an amount equal to its 2018 Other Term Commitment to the Borrower.
(g)    On the First Refinancing Amendment Effective Date, the Borrower shall pay in cash (x) all accrued but unpaid interest, fees and premiums (if any) owing with respect to the Existing Term Loans to (but excluding) the First Refinancing Amendment Effective Date and (y) to each Existing Term Lender, any amounts due under Section 2.13 of the Credit Agreement.
(h)    Promptly following the First Refinancing Amendment Effective Date (and the funding in full of the applicable 2018 Other Term Loans), all Notes, if any, evidencing the Existing Term Loans shall be cancelled and returned to the Borrower, and any 2018 Other Term Lender may request that its 2018 Other Term Loan be evidenced by a Note pursuant to Section 2.05 of the Credit Agreement (as amended hereby).
(i)    Notwithstanding anything to the contrary contained in the Credit Agreement, the proceeds of the 2018 Other Term Loans and the Cash on Hand of the Borrower will be used, in part, to repay the outstanding amount of all Existing Term Loans on the First Refinancing Amendment Effective Date and to pay fees, costs and expenses in connection therewith and this Refinancing Amendment.
(j)    The New 2018 Other Term Lender hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to become a Lender under this Refinancing Amendment and the Credit Agreement (as amended hereby), (B) from and after the First Refinancing Amendment Effective Date, it shall be bound by the provisions hereof and of the Credit Agreement (as amended hereby) as a Lender hereunder and thereunder and, to the extent of its 2018 Other Term Commitments and New 2018 Other Term Loans, shall have the obligations of a Lender hereunder and thereunder and (C) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Refinancing Amendment and to provide its 2018 Other Term Commitments and to make the New 2018 Other Term Loans and it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (ii) agrees that (A) if it is a Foreign Lender, it will promptly (and no later than the First Refinancing Amendment Effective Date) deliver to the Administrative Agent and the Borrower any information that is required to be delivered by it pursuant to Section 2.14(5) of the Amended Credit Agreement, (B) it will, independently and without reliance on any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement and (C) it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(k)    The Borrower hereby consents, for purposes of Section 10.04(2)(a)(i) of the Credit Agreement (as amended hereby), to the assignment on or within ninety (90) days of the First Refinancing Amendment Effective Date of any New 2018 Other Term Loans by Nomura, as a 2018 Other Term Lender, to (A) any Person that was an Existing Term Lender on the First Refinancing Amendment Effective Date (immediately prior to giving effect thereto) or (B) any eligible Assignee separately identified, and acceptable, to the Borrower, and in each case of the preceding clauses (A) and (B), with respect to each such Person or eligible Assignee, in an amount separately identified, and acceptable, to the Borrower.
SECTION 3      Amendments to the Credit Agreement . Each of the parties hereto (which, for the avoidance of doubt, after giving effect to the incurrence of the 2018 Other Term Loans, includes the
 
4

Required Lenders) agrees that, effective on the First Refinancing Amendment Effective Date (immediately after giving effect to incurrence of the 2018 Other Term Loans), the Credit Agreement shall be amended as follows:
(a)    The definition of “Adjusted LIBO Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (1) the LIBO Rate in effect for such Interest Period divided by one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (2) solely in respect of Tranche B Term Loans, 0.00%.
(b)    The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (1) thereof as follows:
(1)    with respect to any Tranche B Term Loans made on the First Refinancing Amendment Effective Date, (i) until delivery of financial statements for the first full fiscal quarter ending after the First Refinancing Amendment Effective Date pursuant to Section 5.04(2), (a) for ABR Loans, 2.00% and (b) for Eurocurrency Loans, 3.00%, and (ii) thereafter, the following percentages per annum, based upon the Senior Secured First Lien Net Leverage Ratio as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 5.04(3):

Pricing
Level	  	Senior Secured
First Lien Net
Leverage Ratio	  	For Eurocurrency
Loans	  	For ABR
Loans	
1	  	>3.00:1.00	  	3.00%	  	2.00%	
2	  	£ 3.00:1.00	  	2.75%	  	1.75%	
Any increase or decrease in the Applicable Margin pursuant to clause (ii) above resulting from a change in the Senior Secured First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date an officer’s certificate is delivered pursuant to Section 5.04(3); provided that if notification is provided to the Borrower that the Administrative Agent or the Required Lenders have so elected, with respect to Tranche B Term Loans, “Pricing Level 1” shall apply (x) as of the first Business Day after the date on which an officer’s certificate was required to have been delivered pursuant to Section 5.04(3) but was not delivered, and shall continue to so apply to and including the date on which such officer’s certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(3) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply);
(c)    The definition of “Class” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:
As of the First Refinancing Amendment Effective Date, after giving effect to the First Refinancing Amendment and the funding of Term Loans thereunder, there is one Term Facility and one Class of Term Loans, the Tranche B Term Loans (after giving effect to the First Refinancing Amendment).
 
5

(d)    The definition of “Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
‘ Commitment ’ means the Tranche B Term Loan Commitments. On the Closing Date, the aggregate amount of Commitments of all Term Loans is $1,925.0 million. On the First Refinancing Amendment Effective Date, the aggregate amount of Commitments of all Term Loans is $1,537,733,909.31 million.
(e)    The definition of “Interest Period” set forth in Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (4) thereof as follows:
(4)     the initial Interest Period, commencing on the First Refinancing Amendment Effective Date, will end on September 13, 2018.
(f)    The definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “Closing Date” appearing in clause (1) thereof and inserting the text “First Refinancing Amendment Effective Date” in lieu thereof.
(g)    The definition of “Term Facility” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
““ Term Facility ” means the facility and commitments utilized in making Term Loans hereunder. On the Closing Date, there is one Term Facility, the Tranche B Term Loan Facility. On the First Refinancing Amendment Effective Date, after giving effect to the First Refinancing Amendment and the funding of Term Loans thereunder, there is one Term Facility, the Tranche B Term Loan Facility (after giving effect to the First Refinancing Amendment). Following the establishment of any Incremental Term Loans (other than an increase to an existing Term Facility), Other Term Loans (other than under the First Refinancing Amendment) or Extended Term Loans, such Incremental Term Loans, Other Term Loans or Extended Term Loans will be considered a separate Term Facility hereunder.”
(h)    The definition of “Term Loans” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “Closing Date” appearing therein and inserting the text “First Refinancing Amendment Effective Date” in lieu thereof.
(i)    The definition of “Tranche B Term Loan Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“‘ Tranche B Term Loan Commitment ’ means as to each Tranche B Term Loan Lender, the commitment of such Lender to make Tranche B Term Loans as set forth on Schedule 2.01 . On the Closing Date, the aggregate amount of Tranche B Term Loan Commitments is $1,925.0 million. On the First Refinancing Amendment Effective Date, the aggregate amount of Tranche B Term Loan Commitments is $1,537,733,909.31 million.”
(j)    The definition of “Tranche B Term Loans” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“ Tranche B Term Loans ” means (i) prior to the First Refinancing Amendment Effective Date, the term loans made to the Borrower on the Closing Date pursuant to Section 2.01(1) and (ii) thereafter, the term loans made to the Borrower on the First Refinancing Amendment Effective Date pursuant to the First Refinancing Amendment.
 
6

(k)    Section 1.01 of the Credit Agreement is hereby amended by adding the following in the appropriate alphabetical order:
(i)    “ First Refinancing Amendment ” means that certain Refinancing Amendment to First Lien Term Loan Credit Agreement, date as of the First Refinancing Amendment Effective Date, by and among Holdings, the Borrower, the other Loan Parties that are party thereto, the Lenders party thereto and each Agent.
(ii)    “ First Refinancing Amendment Effective Date ” means August 13, 2018.
(l)    Section 2.01(1) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(1)    Subject to, and in accordance with, the terms and conditions set forth in the First Refinancing Amendment, each Tranche B Term Loan Lender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the First Refinancing Amendment Effective Date.
(m)    Section 2.06(1) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(1)    The Borrower will repay to the Administrative Agent for the ratable account of the applicable Lenders with Tranche B Term Loans on the last Business Day of each fiscal quarter of the Borrower, commencing with the last Business Day of the fiscal quarter of the Borrower ending on or about September 30, 2018, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Tranche B Term Loans funded on the First Refinancing Amendment Effective Date, which payments will be reduced as a result of the application of prepayments of Tranche B Term Loans in accordance with the order of priority set forth in Section 2.07 or 2.08, as applicable (each such date being referred to as an “ Original Term Loan Installment Date ”);
(n)    Section 2.06(2) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(2)     In the event that any Incremental Term Loans are made, the Borrower will repay Borrowings consisting of Incremental Term Loans on the dates (each an “ Incremental Term Loan Installment Date ”) and in the amounts set forth in the applicable Incremental Facility Amendment, (b) in the event that any Other Term Loans (other than pursuant to the First Refinancing Amendment) are made, the Borrower will repay Borrowings consisting of such Other Term Loans on the dates (each an “ Other Term Loan Installment Date ”) and in the amounts set forth in the applicable Refinancing Amendment and (c) in the event that any Extended Term Loans are made, the Borrower will repay Borrowings consisting of Extended Term Loans on the dates (each an “ Extended Term Loan Installment Date ”) and in the amounts set forth in the applicable Extension Amendment;
(o)    Section 2.21 of the Credit Agreement is hereby amended by deleting the text “Closing Date” appearing therein and inserting the text “First Refinancing Amendment Effective Date” in lieu thereof. and
(p)    Section 4.01 of the Credit Agreement is hereby amended by adding “on the Closing Date” immediately before the period in the last sentence thereof.
 
7

(q)    Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 2.01 attached hereto.
(r)    Schedule 3.15(3) of the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 3.15(3) attached hereto.
SECTION 4      Representations and Warranties . To induce the other parties hereto to enter into this Refinancing Amendment, each Loan Party that is party hereto represents and warrants to each of the Lenders party hereto and the Administrative Agent that:
(a)    the execution, delivery and performance by each such Loan Party of this Refinancing Amendment has been duly authorized by all necessary corporate, limited liability company and/or partnership action, as applicable, of such Loan Party;
(b)    this Refinancing Amendment has been duly executed and delivered by such Loan Party;
(c)    each of this Refinancing Amendment and the Credit Agreement (as amended hereby) constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to:
(i)    the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally;
(ii)    general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iii)    implied covenants of good faith and fair dealing; and
(iv)    any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries;
(d)    no approval, consent, exemption, authorization or registration or other action by, or notice to, or filing with any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement by Secured Parties against, any such Loan Party under, this Refinancing Amendment or the Credit Agreement, after giving effect to the amendments pursuant to this Refinancing Amendment and the transactions contemplated hereby or for the consummation of the transactions contemplated hereby, except for:
(i)    the filing of Uniform Commercial Code financing statements and equivalent filings in foreign jurisdictions;
(ii)    filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions;
(iii)    filings which may be required under Environmental Laws;
(iv)    filings as may be required under the Exchange Act and applicable stock exchange rules in connection therewith;
(v)    such as have been made or obtained and are in full force and effect;
(vi)    such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect; or
 
8

(vii)    filings or other actions listed on Schedule 3.04 of the Credit Agreement.
(e)    the execution, delivery and performance by such Loan Party of its obligations under this Refinancing Amendment and its performance under the Credit Agreement, after giving effect to the amendments pursuant to this Refinancing Amendment, are within such Loan Party’s corporate, limited liability company or limited partnership powers, as applicable, and do not and will not (i) contravene the terms of any of such Person’s charter or other similar organizational document or (ii) violate any applicable material Law; in the case of this clause (ii), to the extent that such violations would not reasonably be expected to have a Material Adverse Effect; and
(f)    immediately before and after giving effect to this Refinancing Amendment and the transactions contemplated hereby (i) the representations and warranties of the Borrower and each of the other Loan Parties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the First Refinancing Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “ materiality ”, “ Material Adverse Effect ” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and (ii) no Default shall have occurred and be continuing as of the First Refinancing Amendment Effective Date, immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby.
SECTION 5      Effectiveness . This Refinancing Amendment shall become effective as of the date (the “ First Refinancing Amendment Effective Date ”, which date was August 13, 2018) on which each of the following conditions shall have been satisfied:
(a)    the Administrative Agent (or its counsel) shall have received counterparts of this Refinancing Amendment that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each other Loan Party that is party hereto, (iv) the Administrative Agent, (v) each 2018 Other Term Lender specified on Schedule 2.01 and (vi) solely with respect to Section 3 hereof, the Lenders constituting Required Lenders (immediately after giving effect to the incurrence of the 2018 Other Term Loans);
(b)    the Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit B to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Refinancing Amendment on the First Refinancing Amendment Effective Date);
(c)    the Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Refinancing Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent;
(d)    the Administrative Agent shall have received a customary legal opinion of Latham & Watkins LLP, special New York counsel to the Loan Parties;
(e)    the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated as of the First Refinancing Amendment Effective Date (i) as to the accuracy in all material respects of the representations and warranties specified in Section 4 hereof and (ii) certifying that the condition set forth in clause (f) below has been satisfied;
 
9

(f)    no Default exists as of the First Refinancing Amendment Effective Date, both immediately before and immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby;
(g)    the Administrative Agent and the Refinancing Amendment Arrangers, as applicable, shall have received (or will receive substantially simultaneously with the funding of the 2018 Other Term Loans) payment of all fees and other amounts due and payable on or prior to the First Refinancing Amendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the First Refinancing Amendment Effective Date (or such later date as the Borrower may agree), reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable and reasonably documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent;
(h)    the Borrower shall have made (or substantially concurrently with the funding of the 2018 Other Term Loans will make) the First Refinancing Amendment Prepayment; and
(i)    the Administrative Agent shall have received a “Life-of-Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower, and evidence of flood insurance in compliance with the Flood Program, in the event any Mortgaged Property is located in a special flood hazard area.
The Administrative Agent shall notify the Borrower and the 2018 Other Term Lenders of the First Refinancing Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 6      Mortgaged Property . Within 90 days of the First Refinancing Amendment Effective Date (or such later date as the Administrative Agent may agree), the Administrative Agent shall have received:
(a)    a fully executed counterpart of an amendment to each existing Mortgage listed on Schedule 3.15(3) hereto (individually, a “ Mortgage Amendment ” and, collectively, “ Mortgage Amendments ”; together with such existing Mortgages, as amended by the applicable Mortgage Amendments, if any, individually, an “ Amended Mortgage ” and, collectively, “ Amended Mortgages ”), each duly executed by the Borrower or applicable Limited Guarantor, as the case may be, together with evidence that such counterparts have been delivered to the title insurance company insuring the Amended Mortgages for recording;
(b)    a date down and modification endorsement in connection with each existing lender’s title insurance policy insuring each existing Mortgage or to the extent unavailable, a new lender’s title insurance policy, insuring that each Amended Mortgage is a valid and enforceable Lien on the applicable Mortgaged Property, free of any other Liens except Permitted Liens; and
(c)    such affidavits, certificates, information and instruments of indemnification, as shall be required to induce the title company to issue the endorsements and/or title insurance policies contemplated in subparagraph (ii) above and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes, if applicable, and related charges required for the issuance of such endorsements and/or title insurance policies.
SECTION 7      Reaffirmation of Guaranty and Security .
(a)    Each Guarantor party hereto reaffirms its guarantee of the Guaranteed Obligations (as defined in and under the terms and conditions of the Guaranty Agreement) and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each
 
10

such Guarantor hereby confirms that it consents to the terms of this Refinancing Amendment. Each such Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Refinancing Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor).
(b)    Each Loan Party that is party hereto hereby acknowledges that it has reviewed and consents to the terms and conditions of this Refinancing Amendment and the transactions contemplated hereby. In addition, each such Loan Party reaffirms the security interests granted by such Loan Party under the terms and conditions of the Security Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each such Loan Party hereby confirms that the security interests granted by such Loan Party under the terms and conditions of the Security Agreement secures the 2018 Other Term Loans as part of the Obligations. Each such Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral (as defined in the Security Agreement) encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each such Loan Party now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral (as defined in the Security Agreement), whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Refinancing Amendment), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party.
(c)    Each Loan Party that is party hereto acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Refinancing Amendment.
SECTION 8      Counterparts . This Refinancing Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which constitute an original, but all of which when taken together shall constitute a single contract. Delivery by facsimile transmission or other electronic transmission (i.e. a “pdf” or “tif”) of an executed counterpart of a signature page to this Refinancing Amendment is effective as delivery of an original executed counterpart hereof.
SECTION 9      Governing Law; Jurisdiction; Waiver of Jury Trial . THIS REFINANCING AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.11 and 10.15 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .
 
11

SECTION 10      Headings . Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
SECTION 11     No Novation; Effect of this Refinancing Agreement . This Refinancing Amendment does not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the First Refinancing Amendment Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Refinancing Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Holdings or the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Refinancing Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified. Except as expressly set forth herein, this Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Refinancing Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. Each Subsidiary Loan Party further agrees that nothing in the Credit Agreement, this First Refinancing Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Loan Party to any future amendment to the Credit Agreement. This Refinancing Amendment constitutes a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 12      Severability . In the event any one or more of the provisions contained in this Refinancing Amendment or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 13      No Waiver . Except as expressly set forth herein, this Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to receive a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
[Remainder of this page intentionally left blank]
 
12

IN WITNESS WHEREOF, the parties hereto have caused this Refinancing Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

BJ’S WHOLESALE CLUB, INC.,	
				
	 		 	By	 	/s/ Kristyn M. Sugrue	
	 		 		 	Name:	 	Kristyn M. Sugrue	
	 		 		 	Title:	 	Senior Vice President and Treasurer	
	
BJ’S WHOLESALE CLUB HOLDINGS, INC.,	
				
	 		 	By	 	/s/ Kristyn M. Sugrue	
	 		 		 	Name:	 	Kristyn M. Sugrue	
	 		 		 	Title:	 	Senior Vice President and Treasurer	
	
EACH OF THE LOAN PARTIES LISTED BELOW, hereby consents to the entering into of this Refinancing Amendment and agrees to the provisions hereof:	
			
	 		 	BJME OPERATING CORP.,	
				
	 		 	By	 	/s/ Narda Shutt	
	 		 		 	Name:	 	Narda E. Shutt	
	 		 		 	Title:	 	Treasurer	
			
	 		 	BJNH OPERATING CO., LLC,	
				
	 		 	By	 	/s/ Narda Shutt	
	 		 		 	Name:	 	Narda E. Shutt	
	 		 		 	Title:	 	Treasurer	
			
	 		 	NATICK REALTY, INC.,	
				
	 		 	By	 	/s/ Kristyn M. Sugrue	
	 		 		 	Name:	 	Kristyn M. Sugrue	
	 		 		 	Title:	 	Vice President	
[Signature Page to Refinancing Amendment (BJs)]

									
NOMURA CORPORATE FUNDING AMERICAS, LLC , as Administrative Agent	
				
	 		 	By:	 	/s/ Garrett Carpenter	
	 		 		 	Name:	 	Garrett Carpenter	
	 		 		 	Title:	 	Managing Director	
 
[Signature Page to Refinancing Amendment (BJs)]

									
NOMURA CORPORATE FUNDING AMERICAS, LLC , as a 2018 Other Term Lender	
				
	 		 	By:	 	/s/ Garrett Carpenter	
	 		 		 	Name:	 	Garrett Carpenter	
	 		 		 	Title:	 	Managing Director	
 
[Signature Page to Refinancing Amendment (BJs)]

I. Election Form (Check Only One of Boxes A and B below):
 
 	A.	☐   CONSENT AND CASHLESS SETTLEMENT OPTION:	
By checking this box, the undersigned Existing Term Lender hereby (i) consents to the Refinancing Amendment to the First Lien Term Loan Credit Agreement, (ii) agrees to convert (on a cashless basis) 100% of the outstanding principal amount of its Existing Term Loans for 2018 Other Term Loans in an equal principal amount, (iii) acknowledges and agrees that its Conversion Amount may be less than the full principal amount of its Existing Term Loans which it elects to convert hereunder and (iv) constitutes a 2018 Other Term Lender.
 
 	B.	☐   ASSIGNMENT SETTLEMENT OPTION:	
By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of its Existing Term Loans repaid in full in cash in accordance with the terms of the Refinancing Amendment to the First Lien Term Loan Credit Agreement and to promptly purchase from Nomura Corporate Funding Americas, LLC by assignment 2018 Other Term Loans in an equal principal amount post-closing (or such lesser amount allocated to such Existing Term Lender by Nomura Securities International, Inc.).
II. Signature:
Name of Institution:                                                                                                           

	 	By:	 	                                                              	
	 		 	Name:	
	 		 	Title:	
		
	 	For any institution requiring a second signature line:	
			
	 	By:	 	                                                              	
	 		 	Name:	
	 		 	Title:	
 
[Signature Page to Refinancing Amendment (BJs)]

Schedule 2.01
Commitments
[On file with the Administrative Agent]

Schedule 3.15(3)
Mortgaged Real Property

	Club #	  	Owner	  	Address/City/State/Zip Code	  	County	
31	  	Natick Realty, Inc.	  	40 Black Rock Turnpike
Fairfield, CT 06825-5507	  	Fairfield		
					
52	  	Natick Realty, Inc.	  	350 Commerce Blvd.
Fairless Hills, PA 19030	  	Bucks		
					
57	  	Natick Realty, Inc.	  	550 Madison Avenue
Reading, PA 19605	  	Berks		
					
67	  	Natick NJ 1993 Realty Corp.	  	1001 East Edgar Road
Linden, NJ 07036	  	Union		
					
308	  	Natick NJ Flemington Realty Corp.	  	186 State Route 31
Flemington, NJ 08822	  	Hunterdon		

Exhibit 10.2
[EXECUTION COPY]
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ First Amendment ”) is entered into as of August 17, 2018, by and among BJ’S WHOLESALE CLUB, INC., a Delaware corporation as the borrower (the “ Borrower ”), BJ’S WHOLESALE CLUB HOLDINGS, INC. (f/k/a Beacon Holding Inc., a Delaware corporation (“ Holdings ”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Loan Documents, and each of the Lenders party hereto.
W I T N E S S E T H :
WHEREAS, the Borrower, Holdings, the Administrative Agent, the Issuers from time to time party thereto, the Lenders from time to time party thereto, and any other Secured Parties from time to time party thereto are parties to an Amended and Restated Credit Agreement, dated as of February 3, 2017 (the “ Credit Agreement ”);
WHEREAS, the Borrower, Holdings, the lenders from time to time party thereto and the First Lien Term Facility Administrative Agent are parties to the First Lien Term Facility Credit Agreement, dated as of February 3, 2017;
WHEREAS, Holdings, the Borrower, the Administrative Agent, the Issuers and the Lenders wish to amend the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
SECTION 1.      Definitions.
Unless otherwise indicated, all capitalized terms used herein (including the preamble and the recitals) and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).
SECTION 2.     Amendments to Credit Agreement.
Subject to the satisfaction (or waiver) of the conditions set forth in Section 3, the Credit Agreement is hereby amended as follows:
(a)    Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:
““ First Amendment ” shall mean the First Amendment, dated as of August 17, 2018, to this Agreement by and among Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.”; and
““ First Amendment Effective Date ” means August 17, 2018.”;
 
1

(b)    The definition of “ Applicable Margin ” in Section 1.1 of the Credit Agreement is hereby amended by amending and restating such definition in its entirety as follows:
“ Applicable Margin ” means for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date, the following percentages per annum, as determined on each Adjustment Date based upon Average Historical Excess Availability for the immediately preceding three-month period:

	Level	  	Average Historical
Excess Availability	  	Eurocurrency Rate
Revolving Loans,
and
Letter of Credit
Fees
(Standby Letters
of Credit)	 	 	Base Rate
Revolving
Loans	 	 	Eurocurrency
Rate Term
Loan	 	 	Base Rate
Term
Loan	 	 	Letter of
Credit Fees
(Documentary
Letters
of Credit)	 	
I	  	Greater than $500,000,000	  	 	1.25	% 	 	 	0.25	% 	 	 	2.00	% 	 	 	1.00	% 	 	 	0.625	% 		
II	  	Less than or equal to $500,000,000 but greater than $350,000,000	  	 	1.50	% 	 	 	0.50	% 	 	 	2.25	% 	 	 	1.25	% 	 	 	0.750	% 		
III	  	Less than or equal to $350,000,000	  	 	1.75	% 	 	 	0.75	% 	 	 	2.50	% 	 	 	1.50	% 	 	 	0.875	% 		
The Applicable Margin shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such Adjustment Date based upon the Average Historical Excess Availability for the immediately preceding three-month period as the Administrative Agent shall determine in good faith within ten (10) Business Days after such Adjustment Date and the Administrative Agent shall use reasonable efforts to notify the Borrower promptly after such determination. Any increase or decrease in the Applicable Margin resulting from a change in the Average Historical Excess Availability shall become effective as of the Adjustment Date; provided that , (i) until the Adjustment Date that occurs on February 1, 2019, the Applicable Margin shall be the Applicable Margin set forth in Level I above and (ii) if the Total Leverage Ratio, determined as of the end of the most recently ended Fiscal Year or Fiscal Quarter, as the case may be, for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b), along with a corresponding Compliance Certificate pursuant to Section 7.2(a), is less than or equal to 3.00:1.00, then, as of the first Business Day after the date on which such Compliance Certificate is so delivered, the Applicable Margin set forth above for Eurocurrency Rate Revolving Loans, Letter of Credit Fees (Standby Letters of Credit) and Base Rate Revolving Loans shall be reduced by 0.125% and the Applicable Margin set forth above for Letter of Credit Fees (Documentary Letters of Credit) shall be reduced by 0.0625%.
 
2

(c)    The definition of “ Scheduled Termination Date ” in Section 1.1 of the Credit Agreement is hereby amended by amending and restating such definition in its entirety as follows:
““ Scheduled Termination Date ” means August 17, 2023, as may be extended pursuant to Section  12.1(b) , Section  2.17 or Section  2.18 hereof; provided that if such day is not a Business Day, the Scheduled Termination Date shall be the Business Day immediately preceding such day.”
(d)     Exhibit P to the Credit Agreement ( Compliance Certificate ) is hereby amended by restating such Exhibit with Exhibit P attached hereto.
SECTION 3.      Conditions of Effectiveness of this First Amendment . This First Amendment shall become effective on the date when the following conditions shall have been satisfied (or waived):
(a)     Holdings, the Borrower, each of the other Loan Parties, the Administrative Agent and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, no later than 5 p.m. New York time on August 16, 2018, to Morgan Lewis & Bockius LLP, One Federal Street, 32nd Floor, Boston, MA 02110, Attention: Kathleen M. Ryan (Kathleen.ryan@morganlewis.com; facsimile number 617.341.7701), counsel to the Administrative Agent;
(b)    the Borrower and the Administrative Agent shall have signed a counterpart of that certain letter agreement, dated August 17, 2018 (the “ First Amendment Fee Letter ”), as to the fees payable in connection with this First Amendment;
(c)    the Borrower shall have paid, by wire transfer of immediately available funds, to the Administrative Agent, for the ratable account of each Lender party hereto which delivers a signed counterpart hereof in accordance with Section 3(a) above, a fee in an amount equal to 0.05% of the aggregate amount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the Administrative Agent on the effective date of this First Amendment.
(d)     on the First Amendment Effective Date and after giving effect to this First Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties made by or on behalf of Holdings and the Borrower in this First Amendment and the Credit Agreement, and by or on behalf of each Loan Party in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such specified date);
(e)    the Administrative Agent shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clause (d);
 
3

(f)    there shall have been delivered to the Administrative Agent (i) such copies of resolutions or other action of each Loan Party approving and authorizing the execution, delivery and performance of this First Amendment, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, (ii) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof in connection with the Loan Documents (including, this First Amendment) and (iii) either (x) the constitutive documents of each Loan Party, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being true and complete or (y) a certificate of a Responsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications to the constitutive documents of such Loan Party have been made; and
(g)    the Administrative Agent shall have received an opinion from (i) Latham & Watkins LLP, special New York counsel to the Loan Parties and (ii) Feinberg Hanson LLP, special Massachusetts counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders.
SECTION 4.      [Reserved] .
SECTION 5.      Costs and Expenses . The Borrower hereby reconfirms its obligations pursuant to Section 12.3 of the Credit Agreement to pay and reimburse the Administrative Agent for all reasonable and documented (in reasonable detail) out-of-pocket costs and expenses (including, without limitation, reasonable fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this First Amendment and all other documents and instruments delivered in connection herewith.
SECTION 6.      Remedies . This First Amendment shall constitute a Loan Document.
SECTION 7.     Representations and Warranties . To induce the Administrative Agent and the Lenders to enter into this First Amendment, each of Holdings, the Borrower and each other Loan Party represents and warrants to the Administrative Agent, the Co-Collateral Agents, the Issuers and the Lenders on and as of the First Amendment Effective Date that, in each case:
(a)    all of the representations and warranties contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on the First Amendment Effective Date both immediately before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects after taking into account such qualification and (y) any representation or warranty made as of a specific date shall be true and correct in all material respects (or all respects after taking into account such qualification, as the case may be) as of such date); and
 
4

(b)    no Default or Event of Default exists as of the First Amendment Effective Date, both immediately before and after giving effect to this First Amendment.
SECTION 8.      Reference to and Effect on the Credit Agreement and the Loan Documents .
(a)     On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this First Amendment.
(b)     The Credit Agreement and each of the other Loan Documents, as specifically amended by this First Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this First Amendment. In furtherance of the foregoing, as security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Security Agreement), each Loan Party hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Loan Party’s right, title and interest in, to or under any all Article 9 Collateral (as defined in the Security Agreement), whether now owned or at any time hereafter acquired by such Loan Party or in which such Loan Party now has or at any time in the future may acquire any right, title or interest, in each case, other than any Excluded Property (as defined in the Security Agreement), in accordance with Section 3.01 of, and subject to the terms and conditions of, the Security Agreement.
(c)     The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or any Issuer under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(d)    Each of the parties hereto hereby agrees, with respect to each Loan Document or Limited Recourse Guaranty (as applicable) to which it is a party, after giving effect to the First Amendment, except with respect to any Excluded Swap Obligations:
(i)    all of its obligations, liabilities and indebtedness under each such Loan Document or Limited Recourse Guaranty (as applicable), including guarantee obligations, shall remain in full force and effect on a continuous basis; and
(ii)    all of the Liens and security interests created and arising under each such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority to the extent provided for in Section 5.19 of the Credit Agreement of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the First Amendment as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents or Limited Recourse Guaranty (as applicable), all as provided in such Loan Documents.
 
5

SECTION 9. Governing Law . THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION 10. Counterparts . This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
SECTION 11. Electronic Execution . The words “execution,” “signed,” “signature,” and words of like import in this First Amendment or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 12. Administrative Agent’s Authority. The Issuers and each Lender hereto hereby expressly authorizes the Administrative Agent to enter into any document (including the Mortgage Amendments) and, to take any actions, in order to give effect to the terms of this First Amendment.
[ The remainder of this page is intentionally left blank .]
 
6

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

BJ’S WHOLESALE CLUB, INC.	
		
By:	 	/s/ Kristyn M. Sugrue	
Name:	 	Kristyn M. Sugrue	
Title:	 	Senior Vice President and Treasurer	

BJ’S WHOLESALE CLUB HOLDINGS, INC. , as Holdings	
		
By:	 	/s/ Kristyn M. Sugrue	
Name:	 	Kristyn M. Sugrue	
Title:	 	Senior Vice President and Treasurer	
 
BJ’s - Signature Page to First Amendment (ABL)

			
BJNH OPERATING CO., LLC	
		
By:	 	/s/ Narda E. Shutt	
Name:	 	Narda E. Shutt	
Title:	 	Assistant Treasurer	
	
BJME OPERATING CORP.	
		
By:	 	/s/ Narda E. Shutt	
Name:	 	Narda E. Shutt	
Title:	 	Assistant Treasurer	
	
NATICK REALTY, INC.	
		
By:	 	/s/ Kristyn M. Sugrue	
Name:	 	Kristyn M. Sugrue	
Title:	 	Vice President	
 
BJ’s - Signature Page to First Amendment (ABL)

			
WELLS FARGO BANK, NATIONAL ASSOCIATION , as Administrative Agent, a Co-Collateral Agent, Issuer and a Lender	
		
By:	 	/s/ Joseph Burt	
	 	Name: Joseph Burt
Title: Director	

			
BANK OF AMERICA, N.A. , as a Lender and an Issuer	
		
By:	 	/s/ Matthew Potter	
	 	Name: Matthew Potter
Title: Senior Vice President	

			
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender	
		
By:	 	/s/ Marguerite Sutton	
	 	Name: Marguerite Sutton
Title: Vice President	
		
By:	 	/s/ Alicia Schug	
	 	Name: Alicia Schug
Title: Vice President	

			
U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender	
		
By:	 	/s/ William Patton	
	 	Name: William Patton
Title: Vice President	

			
TD BANK, N.A., as a Lender	
		
By:	 	/s/ Jang Kim	
	 	Name: Jang Kim
Title: Vice President	

			
BMO Harris Bank N.A., as a Lender	
		
By:	 	/s/ Kara Goodwin	
	 	Name: Kara Goodwin
Title: Managing Director	

			
NYCB SPECIALTY FINANCE COMPANY, LLC, as a wholly owned subsidiary of New York Community Bank, as a Lender	
		
By:	 	/s/ Willard D. Dickerson, Jr.	
	 	Name: Willard D. Dickerson, Jr.
Title: Senior Vice President	

			
Capital One National Association, as a Lender	
		
By:	 	/s/ Michael Lockery	
	 	Name: Michael Lockery
Title: Duly Authorized Signatory	

			
ING CAPITAL LLC , as a Co-Documentation Agent and a Lender	
		
By:	 	/s/ Jean V. Grasso	
	 	Name: Jean V. Grasso
Title: Managing Director	
		
By:	 	/s/ Jeff Chu	
	 	Name: Jeff Chu
Title: Vice President	

			
PNC Bank, National Association, as a Lender	
		
By:	 	/s/ Jon Sullivan	
	 	Name: Jon Sullivan
Title: Vice President	

			
CITY NATIONAL BANK, A NATIONAL BANKING ASSOCIATION , as a Lender	
		
By:	 	/s/ Catherine Chiavetta	
	 	Name: Catherine Chiavetta
Title: Senior Vice President	

			
The Huntington National Bank, as a Lender	
		
By:	 	/s/ Lynsey M. Sausaman	
	 	Name: Lynsey M. Sausaman
Title: Assistant Vice President	

			
Santander Bank, N.A., as a Lender	
		
By:	 	/s/ Jeffrey G. Millman	
	 	Name: Jeffrey G. Millman
Title: Regional Credit Manager	
		
By:	 	/s/ Thomas F. McNamara	
	 	Name: Thomas F. McNamara
Title: Senior Vice President	

[Posting Version]
Exhibit P
Form of Compliance Certificate
[See attached]

FORM OF COMPLIANCE CERTIFICATE
[            , 20    ]
Reference is made to the Amended and Restated Credit Agreement, dated as of February 3, 2017 (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among, among others, BJ’s Wholesale Club, Inc., a Delaware corporation (the “ Borrower ”), Beacon Holding Inc., a Delaware corporation (“ Holdings ”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, including any successor thereto, the “ Administrative Agent ”) under the Loan Documents, and each Lender from time to time party thereto (capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 7.2(a) of the Credit Agreement, the undersigned, solely in his/her capacity as a Responsible Officer of the Borrower, certifies as follows:
1.    [Attached hereto as Exhibit A is a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the Fiscal Year ended [            , 20    ], and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such Fiscal Year together with related notes thereto and management’s discussion and analysis describing results of operations, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP, which report and opinion have been prepared in accordance with generally accepted auditing standards and are not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. Also attached hereto as Exhibit A are the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.] 1
2.    [Attached hereto as Exhibit A is a condensed consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the Fiscal Quarter ended [            , 20    ], and the related (i) condensed consolidated statements of income or operations for such Fiscal Quarter and for the portion of the Fiscal Year then ended and (ii) condensed consolidated statements of cash flows for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail (collectively, the “ Financial Statements ”), together with management’s discussion and analysis describing results of operations. Such Financial Statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes. Also attached hereto as Exhibit A are the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.] 2
3.    [Attached hereto as Exhibit B are the Projections required to be delivered pursuant to Section 7.1(d) of the Credit Agreement. Such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections. Actual results may vary from such Projections and such variations may be material.] 3

1  	To be included if accompanying annual financial statements only.	
2  	To be included if accompanying quarterly financial statements only.	
3  	To be included only in annual compliance certificate (beginning with the fiscal year ending January 28, 2017).	

4.    [To my knowledge, except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, no Default has occurred and is continuing.] [If unable to provide the foregoing certification, attach an Annex A specifying the details of the Default that has occurred and is continuing and any action taken or proposed to be taken with respect thereto.]
5.    [Attached hereto as Schedule 1 is a reasonably detailed calculation of the Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries as of the end of the most recent Test Period, which calculation is true and accurate on and as of the date of this Certificate.]
6.    [Attached hereto as Schedule 2 are reasonably detailed calculations, which calculations are true and accurate on and as of the date of this Certificate, of the Net Cash Proceeds received during the applicable period ended [                 , 20    ] by or on behalf of, Holdings, the Borrower or any of its Restricted Subsidiaries in respect of any Disposition subject to prepayment pursuant to Section 2.9(b) of the Credit Agreement.]
7.    Attached hereto as Schedule 3 is a reasonably detailed calculation of the Total Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end of the most recent Test Period, which calculation is true and accurate on and as of the date of this Certificate.
8.    Attached hereto as Annex A is the information required to be delivered pursuant to Section 7.2(d) of the Credit Agreement.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned, solely in his/her capacity as a Responsible Officer of BJ’s Wholesale Club, Inc., and not in his or her personal or individual capacity and without personal or individual liability, has executed this certificate for and on behalf of BJ’s Wholesale Club, Inc. and has caused this certificate to be delivered as of the date first set forth above.

BJ’S WHOLESALE CLUB, INC.	

By:	 	 	
			
Name:	 		
Title:	 		

FINANCIAL COVENANTS SUMMARY

A.	 	FIXED CHARGE COVERAGE RATIO	
	
Test Period covered by the calculations below: [            , 20    ] to [            , 20    ].	
	 	Consolidated EBITDA : See item A(1)(d) of Schedule 1 attached hereto:	 	$             	
	 	Capital Expenditures : See item A(2)(a)(iii) of Schedule 1 attached hereto:	 	$             	
	 	Cash Taxes : See item A(2)(b) of Schedule 1 attached hereto:	 	$             	
	 	Fixed Charges See item A(3)(c) of Schedule 1 attached hereto	 	$             	
	 	Fixed Charge Coverage Ratio : (Consolidated EBITDA minus Capital Expenditures minus	 		
	 	Cash Taxes) divided by (Fixed Charges) for the test period (See Fixed Coverage Ratio on	 		
	 	Schedule I attached hereto):	 	             :1:00	
			
B.	 	NET CASH PROCEEDS	 		
		
With respect to any Disposition subject to prepayment pursuant to Section 2.9(b) of the Credit	 		
Agreement during the applicable period ended [            , 20    ]:	
	 	Net Cash Proceeds : See item B(III) on Schedule 2 attached hereto:	 	$             	
			
C.	 	TOTAL LEVERAGE RATIO	 		
	
Test Period covered by the calculations below: [            , 20    ] to [            , 20    ].	
		
Consolidated Total Debt : See item (1)(c) of Schedule 3 attached hereto:	 	$             	
		
Consolidated EBITDA : See item (2)(a) of Schedule 3 attached hereto:	 	$             	
		
	 	Total Leverage Ratio : (Consolidated Total Debt divided by Consolidated EBITDA for the test	
	 	period (See Total Leverage Ratio on Schedule 3 attached hereto)):	 	             :1:00	

SCHEDULE 1
TO COMPLIANCE CERTIFICATE
Test Period covered by the calculations below: [            , 20    ] to [            , 20    ].
Fixed Charge Coverage Ratio for the Test Period is :         : 1:00.
 
A.	Fixed Charge Coverage Ratio	

1)   Consolidated EBITDA
 
a)  Consolidated Net Income:	  		
		
(i).  the net income (loss) of the Borrower and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP, excluding, without duplication:	  	$             	
		
a.   any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, and Transaction Expenses, relocation costs, integration costs, facility consolidation and closing costs (other than with respect to Stores), severance costs and expenses and one-time compensation charges; provided that the aggregate amount of cash losses excluded pursuant to this item (A)(1)(a)(i)(a) for any Test Period shall not exceed the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(a)(i)(a)); provided further that Net Income for such period shall be reduced by an amount equal to the amount by which (if any) (i) the aggregate amount of cash losses incurred during such Test Period on account of any non-cash loss which was excluded from the calculation of Consolidated Net Income in any prior period pursuant to this item (A)(1)(a)(i)(a) plus (ii) the aggregate amount of cash losses excluded from the calculation of Consolidated Net Income pursuant to the first proviso of this item (A)(1)(a)(i)(a) during such Test Period, exceeds the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(a)(i)(a))	  	$             	
		
b.  the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP	  	$             	
		
c.   effects of adjustments (including the effect of such adjustments pushed down to the Borrower and the Restricted Subsidiaries) in the Borrower’s Consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes	  	$             	
		
d.  any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations; provided that the aggregate amount of cash losses excluded pursuant to this item (A)(1)(a)(i)(d) for any Test Period shall not exceed the greater of (x)	  		

			
		
$25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(a)(i)(d)); provided further that Net Income for such period shall be reduced by an amount equal to the amount by which (if any) (i) the aggregate amount of cash losses incurred during such Test Period on account of any non-cash loss which was excluded from the calculation of Consolidated Net Income in any prior period pursuant to this item (A)(1)(a)(i)(d) plus (ii) the aggregate amount of cash losses excluded from the calculation of Consolidated Net Income pursuant to the first proviso of this item (A)(1)(a)(i)(d) during such Test Period, exceeds the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(a)(i)(d))	  	$             	
		
e.   any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Equity Interests of the Borrower and its Restricted Subsidiaries other than in the ordinary course of business, as determined in good faith by the Borrower	  	$             	
		
f.   the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, provided that Consolidated Net Income of the Borrower and its Restricted Subsidiaries shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by the referent Person to the Borrower or a Restricted Subsidiary thereof in respect of such period	  	$             	
		
g.  (i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contracts and the application of Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including the net loss or gain (A) resulting from Swap Contracts for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses to the extent such gain or losses are non-cash items, and (iii) any net after-tax income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other derivative instruments	  	$             	
		
h.  any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP	  	$             	
		
i.   any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in	  		

					
		
fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days)	  	$	              	 	
		
j.   to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption	  	$	              	 	
		
k.  any non-cash (for such period and all other periods) compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded	  	$	              	 	
		
Consolidated Net Income (item (A)(1)(a)(i) minus the sum of items (A)(1)(a)(i)(a)through (k))	  	$	              	 	
	
b)  increased by (without duplication, and as determined in accordance with GAAP to the extent applicable):	   	
		
(i) provision for taxes based on income or profits or capital, plus franchise or similar taxes and foreign withholding taxes, of the Borrower and its Restricted Subsidiaries for such period deducted in computing Consolidated Net Income	  	$	              	 	
		
(ii)  (A) total interest expense of the Borrower and its Restricted Subsidiaries for such period and (B) bank fees and costs of surety bonds, in each case under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B), to the extent the same was deducted in computing Consolidated Net Income	  	$	              	 	
		
(iii)  Consolidated Depreciation and Amortization Expense of the Borrower and its Restricted Subsidiaries for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income	  	$	              	 	
		
(iv) any expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred under the Credit Agreement including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of any such transactions, in each case, deducted in computing Consolidated Net Income	  	$	              	 	
		
(v)   the amount of any restructuring charge or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) Permitted Acquisitions after the Effective Date or (B) the closing of any Stores or distribution centers after the Effective Date; provided that the aggregate amount of cash charges added pursuant to this item (A)(1)(b)(vi) for any Test Period shall not exceed the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(b)(vi))	  	$	              	 	
		
(vi) the amount of costs relating to pre-opening and opening costs for Stores, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs, consolidation and closing costs for Stores and costs	  				

			
		
incurred in connection with non-recurring product and intellectual property development after the Effective Date, other business optimization expenses (including costs and expenses relating to business optimization programs), and new systems design and implementation costs and project start-up costs; provided that the aggregate amount of all foregoing cash items added pursuant to this item (A)(1)(b)(vi) for any Test Period shall not exceed the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(b)(vi))	  	$             	
		
(vii) any other non-cash charges including any write offs or write downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period)	  	$             	
		
(viii)  the amount of any minority interest expense deducted in calculating Consolidated Net Income	  	$             	
		
(ix) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period under the Sponsor Management Agreement or otherwise to the Sponsors to the extent permitted under Section 9.8 of the Credit Agreement and deducted in such period in computing Consolidated Net Income	  	$             	
		
(x)   the amount of net cost savings and synergies (other than any of the foregoing related to Specified Transactions) projected by the Borrower in good faith to result from actions taken, committed to be taken or reasonably expected to be taken no later than twelve (12) months after the end of such period (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the period for which Consolidated EBITDA is being determined), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings and synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and synergies added pursuant to this item (A)(1)(b)(x) for any Test Period shall not exceed, after the Effective Date, the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(b)(x))	  	$             	
		
(xi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to item (A)(1)(c) below for any previous period and not added back	  	$             	
		
(xii) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests)	  	$             	

					
		
(xiii)  any fees, premiums, expenses or charges incurred or paid in connection with the Credit Agreement and the Transactions (including the Restatement Effective Date Dividend), in each case, deducted in computing Consolidated Net Income	  	$	              	 	
		
c)  decreased by (without duplication, and as determined in accordance with GAAP to the extent applicable):	  				
		
(i) any non-cash gains increasing Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with the calculation set forth in this Schedule 1)	  	$	              	 	
		
(ii)  any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase Consolidated EBITDA in such prior period	  	$	              	 	
		
(iii)  the amount of cash payments made during such Test Period on account of any non-cash charge which was added back to the calculation of Consolidated EBITDA in any prior period pursuant to item (A)(1)(b)(v) above solely to the extent that (A) the aggregate amount of such cash payments during such Test Period plus (B) the aggregate amount of cash charges added back pursuant to item (A)(1)(b)(v) above during such Test Period exceeds the greater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this item (A)(1)(c)(iii))	  	$	              	 	
		
d)  Consolidated EBITDA (Consolidated Net Income plus the sum of items (A)(1)(b)(i) through (xii) minus the sum of items (A)(1)(c)(i) through (iii))	  	$	              	 	
		
2)   Capital Expenditures	  				
		
a)  (i) all amounts that would be reflected as additions to property, plant or equipment on a Consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP	  	$	              	 	
		
(ii) the value of all assets under Capitalized Leases incurred by the Borrower and its Restricted Subsidiaries during such period	  	$	              	 	
	
provided that Capital Expenditures shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay the Loans pursuant to Section 2.9(b) of the Credit Agreement or the loans under the First Lien Term Facility or the Second Lien Term Facility, (iv) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for, or reimbursed to the Borrower or any Restricted Subsidiary in cash or Cash	 	

Equivalents, by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation (other than rent) in respect of such expenditures to such Person or any other Person (whether before, during or after such period), (v) expenditures to the extent constituting any portion of a Permitted Acquisition, (vi) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business, (vii) expenditures relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any property which has been transferred to a Person other than the Borrower or a Restricted Subsidiary during the same Fiscal Year in which such expenditures were made pursuant to a sale-leaseback transaction to the extent of the cash proceeds received by the Borrower or such Restricted Subsidiary pursuant to such sale-leaseback transaction or (viii) expenditures financed with the proceeds of an issuance of Equity Interests of the Borrower or a capital contribution to the Borrower or Indebtedness permitted to be incurred under the Credit Agreement.

Capital Expenditures	  		
		
(iii)  the sum of items (A)(2)(a)(i) and (ii)	  		
$             	  		
		
Cash Taxes	  	$             	
		
c)  item (A)(1)(d) minus item (A)(2)(a)(iii) minus item (A)(2)(b)	  	$             	
		
3)   Fixed Charges	  		
		
with respect to the Borrower and Restricted Subsidiaries for any Test Period, the sum, determined on a Consolidated basis, of:	  		
		
a)  Consolidated Net Cash Interest Expense	  		
		
(i).  with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries	  	$             	
		
     provided that Consolidated Net Cash Interest Expense shall not include (i) any non- cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes	  		
		
(ii). interest income of the Borrower and its Restricted Subsidiaries actually received in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts.	  	$             	
		
Consolidated Net Cash Interest Expense	  		
		
(iii). item (A)(3)(a)(i) minus item (A)(3)(a)(ii)	  	$             	

					
b)  Scheduled payments of principal on Indebtedness for borrowed money of the Borrower and Restricted Subsidiaries due and payable during such period	  	$	              	 	
		
Fixed Charges	  				
		
c)  the sum of item (A)(3)(a)(iii) and item (A)(3)(b)	  	$	              	 	
		
Fixed Charge Coverage Ratio	  				
		
item (2)(c) divided by item (3)(c)	  	 	         : 1.00	 	

SCHEDULE 2
TO COMPLIANCE CERTIFICATE

B. Net Cash Proceeds	  	
		
With respect to any Disposition subject to prepayment pursuant to Section 2.9(b) of the Credit Agreement during the applicable period ended [            , 20    ]:	  				
		
I.   The sum of cash and Cash Equivalents received in connection with such Dispositions (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received)	  	 	$             	 	
		
II. The sum of:	  				
		
a.   the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Dispositions and that is required to be repaid in connection with such Dispositions (other than Indebtedness under the Loan Documents, the First Lien Term Facility Documentation or any Permitted Refinancing of the Indebtedness under the First Lien Term Facility Documentation or the Second Lien Term Facility Documentation or any Permitted Refinancing of the Indebtedness under the Second Lien Term Facility Documentation )	  	 	$             	 	
		
b.  the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Dispositions	  	 	$             	 	
		
c.   taxes or distributions made pursuant to Section 9.6(g)(i) and (g)(iii) of the Credit Agreement paid or reasonably estimated to be payable in connection therewith (including taxes imposed on the distribution or repatriation of any such Net Cash Proceeds)	  	 	$             	 	
		
d.  in the case of any Disposition by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (d)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof	  	 	$             	 	
 
34

					
e.   any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this clause (e)	  	 	$             	 	

III.  	  	Net  Cash Proceeds : item (B)(I) minus the sum of items (B)(II)(a) through (e)	  	 	$             	 	

SCHEDULE 3
TO COMPLIANCE CERTIFICATE
Test Period covered by the calculations below: [            , 20    ] to [            , 20    ].
Total Leverage Ratio for the Test Period is         : 1:00.

Total Leverage Ratio	 	
		
1.  Consolidated Total Debt:	  				

(a)   The aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding as of the last day of the Test Period, determined on a Consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition or any other Investment permitted hereunder), consisting of Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments	 	$	              	 	
		
(b)   Unencumbered, unrestricted domestic cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries as of the last day of the Test Period (which excludes Qualified Cash except to the extent of the outstanding principal amount of Revolving Loans at such time); provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any letter of credit, except to the extent of unreimbursed obligations in respect of drawn letters of credit (provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Total Debt until three (3) Business Days after such amount is drawn (it being understood that any borrowing, whether automatic or otherwise, to fund such reimbursement shall be counted)) and (ii) obligations under Swap Contracts	 	$	              	 	
		
(c)   Consolidated Total Debt (item (1)(a) minus item (1)(b))	 	$	              	 	
		
2.  Consolidated EBITDA	 				
		
(a)   Consolidated EBITDA (see Schedule 1, item (A)(1)(d))	 	$	              	 	
		
Total Leverage Ratio (item 1 divided by item 2)	 	 	         : 1.00	 	

ANNEX A
TO COMPLIANCE CERTIFICATE