BJ’s Wholesale Club Holdings, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • February 11th, 2019 • 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”)].
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Massachusetts
AGREEMENT dated as of December 6, 2018 between Lee Delaney, whose address is c/o BJ’s Wholesale Club, Inc., 25 Research Drive, Westborough, Massachusetts 01582 (“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 • February 11th, 2019 • 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 • February 11th, 2019 • 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 • February 11th, 2019 • 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.
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 • February 11th, 2019 • 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 • February 11th, 2019 • 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”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG BJ’S WHOLESALE CLUB HOLDINGS, INC., GREEN EQUITY INVESTORS V, L.P., GREEN EQUITY INVESTORS SIDE V, L.P., BEACON COINVEST LLC AND CVC BEACON LP JULY 2, 2018Stockholders Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of July 2, 2018, by and among BJ’S WHOLESALE CLUB HOLDINGS, INC., a Delaware corporation (the “Company”), the investment funds listed on Schedule A hereto (collectively, “LGP”) and the entity listed on Schedule B hereto (“CVC” and CVC, together with LGP, the “Stockholders”).
BJ’S WHOLESALE CLUB, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2019 • 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 • February 11th, 2019 • 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 • February 11th, 2019 • 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 • February 11th, 2019 • 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”).
CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC. DATED AS OF JUNE 5, 2014Co-Brand Credit Card Program Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores
THIS CO-BRAND CREDIT CARD PROGRAM AGREEMENT (together with any schedules, exhibits, addenda, and future amendments and supplements hereto, this “Agreement”) is made by and between BJ’S WHOLESALE CLUB, INC. with its principal office at 25 Research Drive, Westborough, MA 01581 (hereinafter referred to as “Company”), and COMENITY CAPITAL BANK, with its principal office at 2795 E. Cottonwood Parkway, Suite #100, Salt Lake City, UT 84121 (hereinafter referred to as “Bank”). This Agreement shall be effective (the “Effective Date”) on the later of: (i) the last date of execution of this Agreement by Bank and Company, or (ii) the date of execution and delivery of the purchase and sale agreement by and between Bank and Barclays Bank Delaware (“Barclays”) pursuant to which Bank will purchase from Barclays certain program assets presently governed by the Co-Branded Credit Card Agreement between Barclays and Company dated May 10, 2007.
NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC.Non-Qualified Stock Option Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of March 24, 2016 (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”).
AMENDMENT NO. 3 TO CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC.Co-Brand Credit Card Program Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores
THIS AMENDMENT NO. 3 TO CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC. (“Amendment No. 3”), is effective June , 2016 (“Amendment No. 3 Effective Date”), 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”).
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of February 1, 2016 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”).
AMENDMENT TO RESTRICTED STOCK AWARD LETTER AGREEMENTRestricted Stock Award Amendment • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware
This Amendment to the Restricted Stock Award Letter Agreement (the “Amendment”), dated as of June 24, 2018 (the “Effective Date”), is made by and between BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), and Christopher Baldwin, (the “Grantee”).
First Amendment to Voting AgreementVoting Agreement • February 11th, 2019 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores
This First Amendment to Voting Agreement (this “Agreement”) is effective as of October 30, 2018 and shall amend, subject to the terms and conditions contained herein, the Voting Agreement (the “Voting Agreement”) which was effective as of June 27, 2018 and was made 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”).
