BJ’s Wholesale Club Holdings, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • New York
The stockholders named in Schedules II-A and II-B hereto (each such stockholder a “Selling Stockholder” and together, the “Selling Stockholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell, severally and not jointly, to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock (the “Firm Shares”), par value $0.01 per share (“Stock”), of BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”) and, at the election of the Underwriters, up to [ ] additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Massachusetts
AGREEMENT dated as of January 30,2011, between Robert W. Eddy, whose address is (“Executive”), and BJ’s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 3, 2017 among BJ’S WHOLESALE CLUB, INC., as the Borrower, BEACON HOLDING INC., as Holdings, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE OTHER LENDERS AND ISSUERS...Credit Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 3, 2017, among BJ’s WHOLESALE CLUB, INC., a Delaware corporation (the “Company” and 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 (as such term is defined in Section 1.1 below) from time to time party hereto.
BJ’S WHOLESALE CLUB HOLDINGS, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock set forth below (the “Restricted Shares”). The Restricted Shares are subject to the terms and conditions set forth in this Restricted Stock Award Grant Notice (the “Grant Notice”), the Plan and the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
BJ’s WHOLESALE CLUB HOLDINGS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
VOTING AGREEMENTVoting Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
THIS VOTING AGREEMENT, effective as of the Effective Time and dated as of the day that the Effective Time occurs, is entered into by and among (i) BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), (ii) CVC Beacon LP, a Delaware limited partnership (the “CVC Stockholder”), (iii) Green Equity Investors V, L.P., a Delaware limited partnership (“LGP V”), (iv) Green Equity Investors Side V, L.P., a Delaware limited partnership (“LGP Side V”) and (v) Beacon Coinvest LLC, a Delaware limited liability company (together with LGP V and LGP Side V, collectively, the “LGP Stockholders” and, together with the CVC Stockholder, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of February 3, 2017 among BEACON HOLDING INC., as Holdings, BJ’S WHOLESALE CLUB, INC., as the Borrower, THE LENDERS PARTY HERETO, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and...First Lien Term Loan Credit Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • New York
FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of February 3, 2017 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding, Inc., a Delaware corporation (“Holdings”), the Lenders party hereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”) and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Massachusetts
This EMPLOYMENT AGREEMENT dated as of September 1, 2015, and effective as of the Effective Date (as defined below), is entered into between Christopher J. Baldwin (the “Executive”), BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Beacon Holding Inc., a Delaware corporation (“Beacon”).
BJ’S WHOLESALE CLUB, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This Agreement, made and entered into as of this [DATE] (the “Agreement”), is between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company,” which term shall include any one or more of its subsidiaries where appropriate), and [OFFICER] (“Indemnitee”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC.Non-Qualified Stock Option Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [ ] (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and [ ], a director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC.Non-Qualified Stock Option Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [ ] (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and [ ], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC.Non-Qualified Stock Option Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of September 8, 2015 (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and Christopher J. Baldwin, an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • New York
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.
GENERAL RELEASE AND SEPARATION AGREEMENT (“AGREEMENT”)General Release and Separation Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Massachusetts
GENERAL RELEASE AND SEPARATION AGREEMENT (“AGREEMENT”)General Release and Separation Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Massachusetts
STOCKHOLDERS AGREEMENT BY AND AMONG BEACON HOLDING INC., GREEN EQUITY INVESTORS V, L.P., GREEN EQUITY INVESTORS SIDE V, L.P., BEACON COINVEST LLC AND CVC BEACON LLC SEPTEMBER 30, 2011Stockholders Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of September 30, 2011, by and among BEACON HOLDING INC., a Delaware corporation (the “Company”), the investment funds listed on Schedule A hereto (together, with their Permitted Transferees, individually, respectively, “GEI V” and “GEI Side V” and “GEI Co-invest” and collectively, “LGP”) and the entity listed on Schedule B hereto (together, with its Permitted Transferees, “CVC” and CVC, together with LGP, the “Stockholders” and respectively, the “Stockholder Groups”).
ContractRefinancing Amendment to First Lien Term Loan Credit Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • New York
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 Ar
MANAGEMENT STOCKHOLDERS AGREEMENT OF BEACON HOLDING INC.Management Stockholders Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This Management Stockholders Agreement (“Agreement”) is entered into as of September 30, 2011, by and among Beacon Holding Inc., a Delaware corporation (the “Company”), Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., and Beacon Coinvest LLC (collectively, “LGP”), CVC Beacon LLC (“CVC” and, together with LGP, the “Principal Stockholders”), and each of the individual stockholders who are set forth on the signature pages hereto or who otherwise become parties hereto from time to time in accordance with the terms hereof (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party”, and collectively as the “Parties.”
AMENDMENT NO. 2 TO CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC.Co-Brand Credit Card Program Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores
THIS AMENDMENT NO. 2 TO CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC. (“Amendment No. 2”), is dated January 16, 2015, by and between BJ’S WHOLESALE CLUB, INC, a Delaware corporation having its principal office at 25 Research Drive, Westborough, MA 01581 (“BJ’s” or “Company”), and COMENITY CAPITAL BANK, having its principal offices at 2795 E. Cottonwood Parkway, Suite #100, Salt Lake City, Utah (“Bank”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
