Green Equity Investors Side V, L.P. 11111 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 External ID: 54151773 – Risk ID: 455053274 Dear Sirs and Mesdames:Green Equity Investors V, L.P. • July 1st, 2010 • Retail-variety stores
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Party A and Party B through the Agent on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
June 15, 2010Green Equity Investors V, L.P. • July 1st, 2010 • Retail-variety stores
This letter agreement between Credit Suisse International (“Party A”) and Green Equity Investors V, L.P. (“Party B”) is intended to constitute Paragraph 13 of the printed form of the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), which is hereby incorporated herein. The provisions contained in this letter agreement shall constitute the Credit Support Document for (i) a certain Share Option Transaction entered into by Party A and Party B on the date hereof, with respect to the shares of Common Stock of BJ’s Wholesale Club Inc. (the “Transaction”), governed by a letter confirmation (the “Confirmation”) executed by Party A and Party B with respect to such Transaction, and (ii) an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border), whose terms been incorporated by each Confirmation.
CUSTODY AND SECURITIES ACCOUNT CONTROL AGREEMENTCustody and Securities Account Control Agreement • July 1st, 2010 • Green Equity Investors V, L.P. • Retail-variety stores • New York
This Custody and Securities Account Control Agreement (this “Agreement”) is dated as of June 23, 2010 and is by and among Credit Suisse International (“Party A”), as a Pledgor (as defined in the Collateral Agreement) with respect to the Party A Collateral Subaccount (as defined below) numbered 80435601 and as a Secured Party (as defined in the Collateral Agreement) with respect to the Party B Collateral Subaccount (as defined below) numbered 80435602, Green Equity Investors Side V, L.P. (“Party B”), as a Pledgor (as defined in the Collateral Agreement) with respect the Party B Collateral Subaccount (as defined below) numbered 80435602 and as a Secured Party (as defined in the Collateral Agreement) with respect to the Party A Collateral Subaccount (as defined below) numbered 80435601, Credit Suisse International, in its capacity as valuation agent (“Valuation Agent”), and Wells Fargo Bank, National Association (“Wells Fargo”), in its capacity as custodian and securities intermediary (th
Joint Filing Agreement dated as of July 1, 2010Joint Filing Agreement • July 1st, 2010 • Green Equity Investors V, L.P. • Retail-variety stores
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock (“Shares”) of BJ’s Wholesale Club, Inc., a Delaware corporation (the “Issuer”), call options to acquire Shares, and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time is filed on behalf of all the undersigned. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
