UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549

FORM8-K

CURRENTREPORTPursuanttoSection13or15(d)

oftheSecuritiesExchangeActof1934

DateofReport(Dateofearliesteventreported):August13,2018

BJ’sWholesaleClubHoldings,Inc.(Exactnameofregistrantasspecifiedinitscharter)

Delaware 001-38559 45-2936287

(Stateorotherjurisdictionofincorporation)

(CommissionFileNumber)

(IRSEmployerIdentificationNo.)

25ResearchDriveWestborough,MA01581 01581

(Addressofprincipalexecutiveoffices) (ZipCode)

(774)512-7400(Registrant’stelephonenumber,includingareacode)

N/A(FormerNameorFormerAddress,ifChangedSinceLastReport)

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 thefollowing 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 thischapter) 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 EntryintoaMaterialDefinitiveAgreement.

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 WholesaleClub, 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 eachcase, 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 andRestated Credit Agreement, dated as of February 3, 2017, among the Company, BJ’s Wholesale Club, Inc., Wells Fargo Bank, National Association, asadministrative 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 thepricing 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 alllevels 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 andstandby 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, theapplicable margins set forth below for Pricing Level I shall apply (including, if applicable, any stepdowns based on achieving total net leverage of 3.00 to1.00).

PricingLevel AverageDailyAvailability

EurodollarRate

RevolvingLoansand

StandbyLettersofCredit

BaseRateRevolvingLoans

EurocurrencyRateTermLoans

BaseRateTermLoans

DocumentaryLettersofCredit

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 thefuture from time to time provide, certain commercial and investment banking, financial advisory and/or other services in the ordinary course of business forthe 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 byreference 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 areincorporated herein by reference.

Item9.01 FinancialStatementsandExhibits.

(d) Exhibits . ExhibitNo. 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’sWholesale Club, Inc., the Company, the Lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, asadministrative 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 theCompany, BJ’s Wholesale Club, Inc., Wells Fargo Bank, National Association, as administrative agent and the other lenders and issuers partythereto.

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 theundersigned hereunto duly authorized.

BJ’SWHOLESALECLUBHOLDINGS,INC.

Date: August 17, 2018 By: /s/ Laura L. Felice Name: Laura L. Felice Title: Senior Vice President, Controller

Exhibit10.1

EXECUTION VERSION

REFINANCING AMENDMENT TO FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of August 13, 2018 (this “ RefinancingAmendment ”), by and among BJ’s Wholesale Club, Inc., as the Borrower (the “ Borrower ”), BJ’s Wholesale Club Holdings, Inc. (formerly known asBeacon 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 OtherTerm Commitments (as defined below) (the “ 2018 Other Term Lenders ”) and each other Lender party hereto. The joint lead arrangers and joint leadbookrunners for this Refinancing Amendment are Nomura Securities International, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (together withits designated affiliates), Deutsche Bank Securities Inc., Jefferies Finance LLC and Wells Fargo Securities, LLC (in such capacities, the “ RefinancingAmendment Arrangers ”).

WHEREAS, the Borrower, Holdings, the Lenders party thereto and the Administrative Agent are parties to that certain First Lien Term Loan CreditAgreement, 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 anaggregate 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 TermLoans incurred prior to the date hereof and outstanding immediately prior to the First Refinancing Amendment Effective Date and after giving effect to theFirst Refinancing Amendment Prepayment (such Term Loans, the “ Existing Term Loans ” and the Lenders holding such Term Loans, the “ Existing TermLenders ”) 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 theBorrower ”);

WHEREAS, in accordance with the provisions of Section 2.19 of the Credit Agreement and the terms herein and subject only to the conditions setforth in Section 5 below, the Borrower, Holdings, each of the other Loan Parties that are party hereto, the 2018 Other Term Lenders and the AdministrativeAgent 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 subjectonly 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 andreceipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION1DefinedTerms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the CreditAgreement. Sections 1.02 through 1.08 (inclusive) of the Credit Agreement are hereby incorporated by reference, mutatismutandis.

SECTION2TermLoanRefinancingAmendment.

(a) As used herein:

(i) “ 2018 Other Term Commitment ” means, with respect to each 2018 Other Term Lender, the commitment of such Lender to make2018 Other Term Loans as set forth on Schedule 2.01 hereto. On the First Refinancing Amendment Effective Date, the aggregate amount of 2018 OtherTerm 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 New2018 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 inaccordance with Section 2(c) hereof. On the First Refinancing Amendment Effective Date (after giving effect to this Refinancing Amendment and subject tothe 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 TermCommitment on the First Refinancing Amendment Effective Date. For the avoidance of doubt, the Conversion Amount of any Converting Lender shall notexceed (but may be less than) the outstanding principal amount of such Converting Lender’s Existing Term Loans. The Conversion Amount will bedetermined by the Administrative Agent in consultation with the Borrower and all such determinations (absent manifest error) shall be final, conclusive andbinding on the Administrative Agent, the Borrower, the Lenders and the other Secured Parties, and the Administrative Agent and the Borrower shall haveno 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 Aon 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 theoutstanding principal amount of its Existing Term Loans on the First Refinancing Amendment Effective Date, the excess (if any) of the aggregate principalamount 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 AdministrativeAgent in consultation with the Borrower and all such determinations (absent manifest error) shall be final, conclusive and binding on the AdministrativeAgent, the Borrower, the Lenders and the other Secured Parties, and the Administrative Agent and the Borrower shall have no liability to any Person withrespect to any such determination.

(b) For the avoidance of doubt, (i) this Refinancing Amendment constitutes a “Refinancing Amendment” pursuant to which a new TermFacility and Class of Other Term Loans is established pursuant to Section 2.19 of the Credit Agreement and (ii) from and after the First RefinancingAmendment Effective Date (as hereinafter defined) and upon funding by Lender of the 2018 Other Term Loans in full to the Borrower, (A) each referenceto “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 2018Other 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

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hereof), (C) each reference to a “Tranche B Term Loan Commitment” in the Credit Agreement (as amended pursuant to Section 3 hereof) shall be deemedto refer to, and constitute, a 2018 Other Term Commitment, and (D) each reference to “Tranche B Term Loan Facility” in the Credit Agreement (asamended pursuant to Section 3 hereof) and the other Loan Documents shall be deemed to refer to, and constitute, the Term Facility consisting of 2018 OtherTerm 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 RefinancingAmendment Effective Date),

(i) Nomura (in such capacity, the “ New 2018 Other Term Lender ”) will make an Other Term Loan to the Borrower (the “ New 2018Other 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 RefinancingAmendment Effective Date in a principal amount equal to its 2018 Other Term Commitment on the First Refinancing Amendment EffectiveDate.

(d) The Administrative Agent has notified each 2018 Other Term Lender of its 2018 Other Term Commitment and each 2018 Other TermLender, by providing its executed counterpart to this Refinancing Amendment to the Administrative Agent, (x) agrees to (1) its 2018 Other TermCommitment and/or (2) the Term Loan Conversion (as defined below), as applicable, and (y) consents to the terms of this Refinancing Amendment, theCredit 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 ofthe 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-ConvertingPortion 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 ConversionAmount, such Existing Term Lender shall be repaid in cash with the proceeds of the 2018 Other Term Loans and the Cash on Hand of theBorrower 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 cashwith 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 2018Other 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 thenoutstanding principal amount of Existing Term Loans into a 2018 Converted Other Term Loan in a principal amount equal to its ConversionAmount; and

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(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 andpremiums (if any) owing with respect to the Existing Term Loans to (but excluding) the First Refinancing Amendment Effective Date and (y) to eachExisting 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 its2018 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 onHand of the Borrower will be used, in part, to repay the outstanding amount of all Existing Term Loans on the First Refinancing Amendment Effective Dateand 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 actionnecessary, to become a Lender under this Refinancing Amendment and the Credit Agreement (as amended hereby), (B) from and after the First RefinancingAmendment Effective Date, it shall be bound by the provisions hereof and of the Credit Agreement (as amended hereby) as a Lender hereunder andthereunder and, to the extent of its 2018 Other Term Commitments and New 2018 Other Term Loans, shall have the obligations of a Lender hereunder andthereunder and (C) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant toSection 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 thisRefinancing Amendment and to provide its 2018 Other Term Commitments and to make the New 2018 Other Term Loans and it has made such analysisand 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 nolater than the First Refinancing Amendment Effective Date) deliver to the Administrative Agent and the Borrower any information that is required to bedelivered 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 otherLender, 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 nottaking 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 theAmended 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 onor within ninety (90) days of the First Refinancing Amendment Effective Date of any New 2018 Other Term Loans by Nomura, as a 2018 Other TermLender, to (A) any Person that was an Existing Term Lender on the First Refinancing Amendment Effective Date (immediately prior to giving effectthereto) or (B) any eligible Assignee separately identified, and acceptable, to the Borrower, and in each case of the preceding clauses (A) and (B), withrespect to each such Person or eligible Assignee, in an amount separately identified, and acceptable, to the Borrower.

SECTION3AmendmentstotheCreditAgreement.Each of the parties hereto (which, for the avoidance of doubt, after giving effect to theincurrence of the 2018 Other Term Loans, includes the

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Required Lenders) agrees that, effective on the First Refinancing Amendment Effective Date (immediately after giving effect to incurrence of the 2018Other 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 entiretyas follows:

“ AdjustedLIBORate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to thegreater of (1) the LIBO Rate in effect for such Interest Period dividedbyone minusthe Statutory Reserves applicable to such EurocurrencyBorrowing, 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 restatingclause (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 financialstatements for the first full fiscal quarter ending after the First Refinancing Amendment Effective Date pursuant to Section 5.04(2), (a) for ABRLoans, 2.00% and (b) for Eurocurrency Loans, 3.00%, and (ii) thereafter, the following percentages per annum, based upon the Senior SecuredFirst Lien Net Leverage Ratio as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant toSection 5.04(3):

PricingLevel

Senior SecuredFirst Lien Net

Leverage Ratio For Eurocurrency

Loans For ABR

Loans1 >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 NetLeverage Ratio shall become effective as of the first Business Day immediately following the date an officer’s certificate is delivered pursuantto Section 5.04(3); providedthat if notification is provided to the Borrower that the Administrative Agent or the Required Lenders have soelected, with respect to Tranche B Term Loans, “Pricing Level 1” shall apply (x) as of the first Business Day after the date on which anofficer’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 andincluding the date on which such officer’s certificate is so delivered (and thereafter the pricing level otherwise determined in accordance withthis 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 becontinuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter thepricing 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 endthereof:

As of the First Refinancing Amendment Effective Date, after giving effect to the First Refinancing Amendment and the funding ofTerm Loans thereunder, there is one Term Facility and one Class of Term Loans, the Tranche B Term Loans (after giving effect to theFirst Refinancing Amendment).

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(d) The definition of “Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety asfollows:

‘ Commitment’ means the Tranche B Term Loan Commitments. On the Closing Date, the aggregate amount of Commitments of allTerm Loans is $1,925.0 million. On the First Refinancing Amendment Effective Date, the aggregate amount of Commitments of all TermLoans 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 asfollows:

““ TermFacility” means the facility and commitments utilized in making Term Loans hereunder. On the Closing Date, there is oneTerm Facility, the Tranche B Term Loan Facility. On the First Refinancing Amendment Effective Date, after giving effect to the FirstRefinancing 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 anincrease to an existing Term Facility), Other Term Loans (other than under the First Refinancing Amendment) or Extended TermLoans, such Incremental Term Loans, Other Term Loans or Extended Term Loans will be considered a separate Term Facilityhereunder.”

(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 restatedin its entirety as follows:

“‘ TrancheBTermLoanCommitment’ means as to each Tranche B Term Loan Lender, the commitment of such Lender to makeTranche 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 entiretyas follows:

“ TrancheBTermLoans” means (i) prior to the First Refinancing Amendment Effective Date, the term loans made to the Borrower onthe Closing Date pursuant to Section 2.01(1) and (ii) thereafter, the term loans made to the Borrower on the First Refinancing AmendmentEffective Date pursuant to the First Refinancing Amendment.

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(k) Section 1.01 of the Credit Agreement is hereby amended by adding the following in the appropriate alphabetical order:

(i) “ FirstRefinancingAmendment” means that certain Refinancing Amendment to First Lien Term Loan Credit Agreement, date asof the First Refinancing Amendment Effective Date, by and among Holdings, the Borrower, the other Loan Parties that are party thereto, theLenders party thereto and each Agent.

(ii) “ FirstRefinancingAmendmentEffectiveDate” 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 LoanLender severally agrees to make to the Borrower Tranche B Term Loans denominated in Dollars equal to such Tranche B Term Loan Lender’sTranche 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 thelast Business Day of each fiscal quarter of the Borrower, commencing with the last Business Day of the fiscal quarter of the Borrower endingon or about September 30, 2018, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Tranche B Term Loansfunded on the First Refinancing Amendment Effective Date, which payments will be reduced as a result of the application of prepayments ofTranche 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 toas an “ OriginalTermLoanInstallmentDate”);

(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 onthe dates (each an “ IncrementalTermLoanInstallmentDate”) and in the amounts set forth in the applicable Incremental FacilityAmendment, (b) in the event that any Other Term Loans (other than pursuant to the First Refinancing Amendment) are made, the Borrower willrepay Borrowings consisting of such Other Term Loans on the dates (each an “ OtherTermLoanInstallmentDate”) and in the amounts setforth in the applicable Refinancing Amendment and (c) in the event that any Extended Term Loans are made, the Borrower will repayBorrowings consisting of Extended Term Loans on the dates (each an “ ExtendedTermLoanInstallmentDate”) and in the amounts set forthin 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 “FirstRefinancing 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 lastsentence thereof.

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(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.

SECTION4 RepresentationsandWarranties.To induce the other parties hereto to enter into this Refinancing Amendment, each Loan Party thatis 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 allnecessary 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 ofsuch 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 Authorityis necessary or required in connection with the execution, delivery or performance by, or enforcement by Secured Parties against, any such Loan Partyunder, this Refinancing Amendment or the Credit Agreement, after giving effect to the amendments pursuant to this Refinancing Amendment and thetransactions 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 inforeign 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 aMaterial Adverse Effect; or

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(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 performanceunder 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 orother similar organizational document or (ii) violate any applicable material Law; in the case of this clause (ii), to the extent that such violations would notreasonably 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) therepresentations 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 LoanDocuments are true and correct in all material respects on and as of the First Refinancing Amendment Effective Date, except to the extent suchrepresentations 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;providedthat any representation or warranty that is qualified as to “ materiality ”, “ Material Adverse Effect ” or similar language is true and correct (aftergiving 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 FirstRefinancing Amendment Effective Date, immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby.

SECTION5 Effectiveness. This Refinancing Amendment shall become effective as of the date (the “ First Refinancing Amendment EffectiveDate ”, 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, bearthe signatures of (i) Holdings, (ii) the Borrower, (iii) each other Loan Party that is party hereto, (iv) the Administrative Agent, (v) each 2018 Other TermLender specified on Schedule 2.01 and (vi) solely with respect to Section 3 hereof, the Lenders constituting Required Lenders (immediately after givingeffect 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 (withappropriate modifications to reflect the consummation of the transactions contemplated by this Refinancing Amendment on the First RefinancingAmendment Effective Date);

(c) the Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel mayreasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Refinancing Amendment andamendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the AdministrativeAgent;

(d) the Administrative Agent shall have received a customary legal opinion of Latham & Watkins LLP, special New York counsel to the LoanParties;

(e) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated as of the First RefinancingAmendment 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;

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(f) no Default exists as of the First Refinancing Amendment Effective Date, both immediately before and immediately after giving effect tothis Refinancing Amendment and the transactions contemplated hereby;

(g) the Administrative Agent and the Refinancing Amendment Arrangers, as applicable, shall have received (or will receive substantiallysimultaneously 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 RefinancingAmendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the First Refinancing Amendment Effective Date (or such later dateas the Borrower may agree), reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed orpaid by the Borrower hereunder or under any other Loan Document, including the reasonable and reasonably documented out-of-pocket fees, charges anddisbursements 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 FirstRefinancing Amendment Prepayment; and

(i) the Administrative Agent shall have received a “Life-of-Loan” Federal Emergency Agency Standard Flood Hazard Determination withrespect to each Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by theBorrower, and evidence of flood insurance in compliance with the Flood Program, in the event any Mortgaged Property is located in a special flood hazardarea.

The Administrative Agent shall notify the Borrower and the 2018 Other Term Lenders of the First Refinancing Amendment Effective Date, and suchnotice shall be conclusive and binding.

SECTION6 MortgagedProperty. Within 90 days of the First Refinancing Amendment Effective Date (or such later date as the AdministrativeAgent 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 “ MortgageAmendment ” 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 LimitedGuarantor, as the case may be, together with evidence that such counterparts have been delivered to the title insurance company insuring the AmendedMortgages for recording;

(b) a date down and modification endorsement in connection with each existing lender’s title insurance policy insuring each existingMortgage or to the extent unavailable, a new lender’s title insurance policy, insuring that each Amended Mortgage is a valid and enforceable Lien on theapplicable 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 theendorsements 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 titleinsurance policies.

SECTION7 ReaffirmationofGuarantyandSecurity.

(a) Each Guarantor party hereto reaffirms its guarantee of the Guaranteed Obligations (as defined in and under the terms and conditions of theGuaranty Agreement) and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each

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such Guarantor hereby confirms that it consents to the terms of this Refinancing Amendment. Each such Guarantor hereby (i) confirms that each LoanDocument 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, thepayment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable GuaranteedObligations that are joint and several obligations of each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and eachof 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 validand enforceable and shall not be impaired or limited by the execution or effectiveness of the Refinancing Amendment; and (iii) acknowledges, agrees andwarrants 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 thisRefinancing Amendment and the transactions contemplated hereby. In addition, each such Loan Party reaffirms the security interests granted by such LoanParty under the terms and conditions of the Security Agreement to secure the Obligations and agrees that such security interests remain in full force andeffect and are hereby ratified, reaffirmed and confirmed. Each such Loan Party hereby confirms that the security interests granted by such Loan Party underthe 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) encumberedthereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment andperformance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that arejoint 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 theSecured 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 inthe Security Agreement), whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt andcomplete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, ofall applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Refinancing Amendment), subject to theterms contained in the applicable Loan Documents, and (iii) confirms its respective guarantees, pledges, grants of security interests and other obligations, asapplicable, 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 boundshall 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 theexecution or effectiveness of this Refinancing Amendment.

SECTION8 Counterparts. This Refinancing Amendment may be executed in counterparts (and by different parties hereto in differentcounterparts), each of which constitute an original, but all of which when taken together shall constitute a single contract. Delivery by facsimiletransmission or other electronic transmission (i.e. a “pdf” or “tif”) of an executed counterpart of a signature page to this Refinancing Amendment iseffective as delivery of an original executed counterpart hereof.

SECTION9 GoverningLaw;Jurisdiction;WaiverofJuryTrial. THIS REFINANCING AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.11 and 10.15 of the CreditAgreement are hereby incorporated by reference herein, mutatismutandis.

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SECTION10 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof forany other purpose or be given any substantive effect.

SECTION11NoNovation;EffectofthisRefinancingAgreement. This Refinancing Amendment does not extinguish the Obligations for thepayment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security thereforor any guarantee thereof, and the liens and security interests existing immediately prior to the First Refinancing Amendment Effective Date in favor of theCollateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect withrespect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or novation, or a payment andreborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shallremain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in thisRefinancing Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Holdings or the Borrower underthe Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and exceptas expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Refinancing Amendment. TheCredit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified. Except as expressly set forthherein, this Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remediesof 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 theterms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified andaffirmed 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 anyother Loan Document in similar or different circumstances. This Refinancing Amendment shall apply and be effective only with respect to the provisions ofthe Credit Agreement specifically referred to herein. Each Subsidiary Loan Party further agrees that nothing in the Credit Agreement, this First RefinancingAmendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Loan Party to any future amendment to the CreditAgreement. This Refinancing Amendment constitutes a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION12 Severability. In the event any one or more of the provisions contained in this Refinancing Amendment or in any other LoanDocument should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions containedherein 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 orunenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceableprovisions.

SECTION13 NoWaiver. 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 CreditAgreement 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 shallcontinue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to receive a consent to, or a waiver, amendment, modification orother change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document insimilar or different circumstances.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Refinancing Amendment to be duly executed by their duly authorized officers, all as ofthe 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, herebyconsents to the entering into of this Refinancing Amendmentand 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)]

NOMURACORPORATEFUNDINGAMERICAS,LLC,as Administrative Agent

By: /s/ Garrett Carpenter Name: Garrett Carpenter Title: Managing Director

[Signature Page to Refinancing Amendment (BJs)]

NOMURACORPORATEFUNDINGAMERICAS,LLC,as a 2018 Other Term Lender

By: /s/ Garrett Carpenter Name: Garrett Carpenter Title: Managing Director

[Signature Page to Refinancing Amendment (BJs)]

I.ElectionForm(Check OnlyOneof Boxes A and B below):

A. ☐ CONSENTANDCASHLESSSETTLEMENTOPTION:

By checking this box, the undersigned Existing Term Lender hereby (i) consents to the Refinancing Amendment to the First Lien Term LoanCredit Agreement, (ii) agrees to convert (on a cashless basis) 100% of the outstanding principal amount of its Existing Term Loans for 2018Other Term Loans in an equal principal amount, (iii) acknowledges and agrees that its Conversion Amount may be less than the full principalamount of its Existing Term Loans which it elects to convert hereunder and (iv) constitutes a 2018 Other Term Lender.

B. ☐ ASSIGNMENTSETTLEMENTOPTION:

By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principalamount of its Existing Term Loans repaid in full in cash in accordance with the terms of the Refinancing Amendment to the First Lien TermLoan Credit Agreement and to promptly purchase from Nomura Corporate Funding Americas, LLC by assignment 2018 Other Term Loans inan equal principal amount post-closing (or such lesser amount allocated to such Existing Term Lender by Nomura Securities International,Inc.).

II.Signature:

NameofInstitution:

By: Name: Title:

For any institution requiring a second signature line:

By: Name: Title:

[Signature Page to Refinancing Amendment (BJs)]

Schedule2.01

Commitments

[On file with the Administrative Agent]

Schedule3.15(3)

MortgagedRealProperty

Club# Owner Address/City/State/ZipCode County31

Natick Realty, Inc.

40 Black Rock TurnpikeFairfield, CT 06825-5507

Fairfield

52

Natick Realty, Inc.

350 Commerce Blvd.Fairless Hills, PA 19030

Bucks

57

Natick Realty, Inc.

550 Madison AvenueReading, PA 19605

Berks

67

Natick NJ 1993 Realty Corp.

1001 East Edgar RoadLinden, NJ 07036

Union

308

Natick NJ Flemington Realty Corp.

186 State Route 31Flemington, NJ 08822

Hunterdon

Exhibit10.2

[EXECUTIONCOPY]

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ FirstAmendment”) is entered intoas of August 17, 2018, by and among BJ’S WHOLESALE CLUB, INC., a Delaware corporation as the borrower (the “ Borrower”), BJ’S WHOLESALECLUB HOLDINGS, INC. (f/k/a Beacon Holding Inc., a Delaware corporation (“ Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION, asadministrative 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 partythereto, 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 “ CreditAgreement”);

WHEREAS, the Borrower, Holdings, the lenders from time to time party thereto and the First Lien Term Facility Administrative Agent areparties 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 arehereby 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 therespective 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:

““ FirstAmendment” 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

““ FirstAmendmentEffectiveDate” means August 17, 2018.”;

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(b) The definition of “ ApplicableMargin” in Section 1.1 of the Credit Agreement is hereby amended by amending and restating suchdefinition in its entirety as follows:

“ ApplicableMargin” means for each period commencing on an Adjustment Date through the date immediately preceding the next AdjustmentDate, the following percentages per annum, as determined on each Adjustment Date based upon Average Historical Excess Availability for the immediatelypreceding three-month period:

Level Average HistoricalExcess Availability

Eurocurrency RateRevolving Loans,

and Letter of Credit

Fees (Standby Letters

of Credit)

Base RateRevolving

Loans

EurocurrencyRate Term

Loan

Base RateTerm Loan

Letter of Credit Fees

(DocumentaryLetters

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 suchAdjustment Date based upon the Average Historical Excess Availability for the immediately preceding three-month period as the Administrative Agentshall determine in good faith within ten (10) Business Days after such Adjustment Date and the Administrative Agent shall use reasonable efforts to notifythe Borrower promptly after such determination. Any increase or decrease in the Applicable Margin resulting from a change in the Average HistoricalExcess Availability shall become effective as of the Adjustment Date; provided that , (i) until the Adjustment Date that occurs on February 1, 2019, theApplicable 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 mostrecently ended Fiscal Year or Fiscal Quarter, as the case may be, for which financial statements have been delivered pursuant to Section 7.1(a) orSection 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 BusinessDay 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 forLetter of Credit Fees (Documentary Letters of Credit) shall be reduced by 0.0625%.

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(c) The definition of “ ScheduledTerminationDate” in Section 1.1 of the Credit Agreement is hereby amended by amending and restatingsuch definition in its entirety as follows:

““ ScheduledTerminationDate” means August 17, 2023, as may be extended pursuant to Section12.1(b), Section2.17or Section2.18hereof; providedthat if such day is not a Business Day, the Scheduled Termination Date shall be the Business Day immediatelypreceding such day.”

(d) Exhibit P to the Credit Agreement ( ComplianceCertificate) 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 thefollowing 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 counterparthereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same, nolater 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 “FirstAmendmentFeeLetter”), 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 eachLender 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 aggregateamount of the (x) Revolving Credit Commitment and (y) Term Outstandings of such Lender, together with all other amounts payable to the AdministrativeAgent 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 haveoccurred and be continuing and (ii) the representations and warranties made by or on behalf of Holdings and the Borrower in this First Amendment and theCredit 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 theFirst Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shallbe 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 ismade 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 thecase 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);

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(f) there shall have been delivered to the Administrative Agent (i) such copies of resolutions or other action of each Loan Party approving andauthorizing the execution, delivery and performance of this First Amendment, certified as of the First Amendment Effective Date by a Responsible Officerof such Loan Party as being in full force and effect without modification or amendment, (ii) incumbency certificates and/or other certificates of ResponsibleOfficers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officerthereof 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 aResponsible Officer of each Loan Party stating that, since the Effective Date, no amendments or other modifications to the constitutive documents of suchLoan 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 Partiesand (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 Agreementto 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 andall 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 FirstAmendment, each of Holdings, the Borrower and each other Loan Party represents and warrants to the Administrative Agent, the Co-Collateral Agents, theIssuers 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 allmaterial respects on the First Amendment Effective Date both immediately before and after giving effect to this First Amendment, with the same effect asthough such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that (x) any representationor 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 suchqualification 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 takinginto account such qualification, as the case may be) as of such date); and

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(b) no Default or Event of Default exists as of the First Amendment Effective Date, both immediately before and after giving effect to thisFirst 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” orwords 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 tobe in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documentsand 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, ineach 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 ofthe Secured Obligations (as defined in the Security Agreement), each Loan Party hereby grants to the Administrative Agent, its successors and assigns, forthe 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 definedin 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 inthe future may acquire any right, title or interest, in each case, other than any Excluded Property (as defined in the Security Agreement), in accordance withSection 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 ofany right, power or remedy of any Lender, the Administrative Agent or any Issuer under any of the Loan Documents, nor constitute a waiver of anyprovision 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 isa 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 (asapplicable), 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 acontinuous basis, and the perfected status and priority to the extent provided for in Section 5.19 of the Credit Agreement of each such Lien andsecurity interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to theFirst Amendment as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees inthe Loan Documents or Limited Recourse Guaranty (as applicable), all as provided in such Loan Documents.

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SECTION 9. Governing Law . THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUTINCLUDING 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 heretoon separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and thesame 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 Amendmentor in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping ofrecords 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 inGlobal and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the UniformElectronic Transactions Act.

SECTION 12. Administrative Agent’s Authority. The Issuers and each Lender hereto hereby expressly authorizes the AdministrativeAgent to enter into any document (including the Mortgage Amendments) and, to take any actions, in order to give effect to the terms of this FirstAmendment.

[ Theremainderofthispageisintentionallyleftblank.]

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

BJ’SWHOLESALECLUB,INC.

By: /s/ Kristyn M. SugrueName: Kristyn M. SugrueTitle: Senior Vice President and Treasurer

BJ’SWHOLESALECLUBHOLDINGS,INC., asHoldings

By: /s/ Kristyn M. SugrueName: Kristyn M. SugrueTitle: Senior Vice President and Treasurer

BJ’s - Signature Page to First Amendment (ABL)

BJNHOPERATINGCO.,LLC

By: /s/ Narda E. ShuttName: Narda E. ShuttTitle: Assistant Treasurer

BJMEOPERATINGCORP.

By: /s/ Narda E. ShuttName: Narda E. ShuttTitle: Assistant Treasurer

NATICKREALTY,INC.

By: /s/ Kristyn M. SugrueName: Kristyn M. SugrueTitle: Vice President

BJ’s - Signature Page to First Amendment (ABL)

WELLSFARGOBANK,NATIONALASSOCIATION,as Administrative Agent, a Co-Collateral Agent, Issuer and aLender

By: /s/ Joseph Burt

Name: Joseph BurtTitle: Director

BANKOFAMERICA,N.A., as a Lender and an Issuer

By: /s/ Matthew Potter

Name: Matthew PotterTitle: Senior Vice President

DEUTSCHE BANK AG NEW YORK BRANCH, as aLender

By: /s/ Marguerite Sutton

Name: Marguerite SuttonTitle: Vice President

By: /s/ Alicia Schug

Name: Alicia SchugTitle: Vice President

U.S. BANK NATIONAL ASSOCIATION, asCo-Documentation Agent and a Lender

By: /s/ William Patton

Name: William PattonTitle: Vice President

TD BANK, N.A., as a Lender

By: /s/ Jang Kim

Name: Jang KimTitle: Vice President

BMO Harris Bank N.A., as a Lender

By: /s/ Kara Goodwin

Name: Kara GoodwinTitle: Managing Director

NYCBSPECIALTYFINANCECOMPANY,LLC,as awholly owned subsidiary of New York Community Bank, as aLender

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 LockeryTitle: Duly Authorized Signatory

INGCAPITALLLC, as a Co-Documentation Agent and aLender

By: /s/ Jean V. Grasso

Name: Jean V. GrassoTitle: Managing Director

By: /s/ Jeff Chu

Name: Jeff ChuTitle: Vice President

PNC Bank, National Association, as a Lender

By: /s/ Jon Sullivan

Name: Jon SullivanTitle: Vice President

CITYNATIONALBANK,ANATIONALBANKINGASSOCIATION, as a Lender

By: /s/ Catherine Chiavetta

Name: Catherine ChiavettaTitle: Senior Vice President

The Huntington National Bank, as a Lender

By: /s/ Lynsey M. Sausaman

Name: Lynsey M. SausamanTitle: Assistant Vice President

Santander Bank, N.A., as a Lender

By: /s/ Jeffrey G. Millman

Name: Jeffrey G. MillmanTitle: Regional Credit Manager

By: /s/ Thomas F. McNamara

Name: Thomas F. McNamaraTitle: Senior Vice President

[Posting Version]Exhibit P

Form of Compliance Certificate

[See attached]

FORMOFCOMPLIANCECERTIFICATE[ , 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 “ CreditAgreement”), by and among, among others, BJ’s Wholesale Club, Inc., aDelaware corporation (the “ Borrower”), Beacon Holding Inc., a Delaware corporation (“ Holdings”), Wells Fargo Bank, National Association, asadministrative agent (in such capacity, including any successor thereto, the “ AdministrativeAgent”) under the Loan Documents, and each Lender fromtime 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 asfollows:

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 notesthereto and management’s discussion and analysis describing results of operations, setting forth in each case in comparative form the figures for theprevious Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion ofPricewaterhouseCoopers LLP, which report and opinion have been prepared in accordance with generally accepted auditing standards and are not subject toany “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 arethe related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from suchconsolidated 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 Quarterended [ , 20 ], and the related (i) condensed consolidated statements of income or operations for such Fiscal Quarter and for the portion of theFiscal 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 incomparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, allin reasonable detail (collectively, the “ Financial Statements ”), together with management’s discussion and analysis describing results of operations. SuchFinancial Statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiariesin accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes. Also attached hereto as Exhibit A are the relatedconsolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from suchconsolidated 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 Projectionshave been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparationof 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 iscontinuing.] [If unable to provide the foregoing certification, attach an Annex A specifying the details of the Default that has occurred and is continuing andany 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 RestrictedSubsidiaries 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 thisCertificate, of the Net Cash Proceeds received during the applicable period ended [ , 20 ] by or on behalf of, Holdings, the Borrower or any of itsRestricted 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 asof 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 orher 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:

FINANCIALCOVENANTSSUMMARY A. FIXEDCHARGECOVERAGERATIO

Test Period covered by the calculations below: [ , 20 ] to [ , 20 ]. ConsolidatedEBITDA: See item A(1)(d) of Schedule 1 attached hereto: $ CapitalExpenditures: See item A(2)(a)(iii) of Schedule 1 attached hereto: $ CashTaxes: See item A(2)(b) of Schedule 1 attached hereto: $ FixedChargesSee item A(3)(c) of Schedule 1 attached hereto $ FixedChargeCoverageRatio: (Consolidated EBITDA minusCapital Expenditures minus Cash Taxes) dividedby(Fixed Charges) for the test period (See Fixed Coverage Ratio on

Schedule I attached hereto): :1:00

B. NETCASHPROCEEDS

With respect to any Disposition subject to prepayment pursuant to Section 2.9(b) of the Credit Agreement during the applicable period ended [ , 20 ]:

NetCashProceeds:See item B(III) on Schedule 2 attached hereto: $

C. TOTALLEVERAGERATIO

Test Period covered by the calculations below: [ , 20 ] to [ , 20 ].

ConsolidatedTotalDebt: See item (1)(c) of Schedule 3 attached hereto: $

ConsolidatedEBITDA: See item (2)(a) of Schedule 3 attached hereto: $

TotalLeverageRatio: (Consolidated Total Debt dividedbyConsolidated EBITDA for the test

period (See Total Leverage Ratio on Schedule 3 attached hereto)): :1:00

SCHEDULE 1TO COMPLIANCE CERTIFICATE

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

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 otherwisedetermined 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) orexpenses, and Transaction Expenses, relocation costs, integration costs, facility consolidation and closing costs (other thanwith respect to Stores), severance costs and expenses and one-time compensation charges; provided that the aggregateamount 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 anyadjustment pursuant to this item (A)(1)(a)(i)(a)); provided further that Net Income for such period shall be reduced by anamount equal to the amount by which (if any) (i) the aggregate amount of cash losses incurred during such Test Period onaccount of any non-cash loss which was excluded from the calculation of Consolidated Net Income in any prior periodpursuant to this item (A)(1)(a)(i)(a) plus (ii) the aggregate amount of cash losses excluded from the calculation ofConsolidated Net Income pursuant to the first proviso of this item (A)(1)(a)(i)(a) during such Test Period, exceeds thegreater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect toany 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 effectadjustment 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 RestrictedSubsidiaries) in the Borrower’s Consolidated financial statements pursuant to GAAP (including in the inventory, propertyand equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt lineitems thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, inrelation 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 ofdisposed 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 anyadjustment pursuant to this item (A)(1)(a)(i)(d)); provided further that Net Income for such period shall be reduced by anamount equal to the amount by which (if any) (i) the aggregate amount of cash losses incurred during such Test Period onaccount of any non-cash loss which was excluded from the calculation of Consolidated Net Income in any prior periodpursuant to this item (A)(1)(a)(i)(d) plus (ii) the aggregate amount of cash losses excluded from the calculation ofConsolidated Net Income pursuant to the first proviso of this item (A)(1)(a)(i)(d) during such Test Period, exceeds thegreater of (x) $25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect toany 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 orother disposition of any Equity Interests of the Borrower and its Restricted Subsidiaries other than in the ordinary course ofbusiness, 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 accountedfor by the equity method of accounting, provided that Consolidated Net Income of the Borrower and its RestrictedSubsidiaries 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 ofsuch period

$

g.  (i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contractsand the application of Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives andHedging), (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currencyremeasurements of Indebtedness (including the net loss or gain (A) resulting from Swap Contracts for currency exchangerisk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses to theextent such gain or losses are non-cash items, and (iii) any net after-tax income (loss) for such period attributable to the earlyextinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other derivativeinstruments

$

h.  any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related tointangible 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 withany Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under theCredit Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonablebasis 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 periodfor 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 thatthere exists reasonable evidence that such amount will in fact be reimbursed within 365 days of the date of suchdetermination (with a deduction in the applicable future period for any amount so added back to the extent not soreimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or businessinterruption $

k.  any non-cash (for such period and all other periods) compensation charge or expense, including any such charge orexpense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights orequity 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 ofsurety 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 tothe 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, recapitalizationor the incurrence or repayment of Indebtedness permitted to be incurred under the Credit Agreement including arefinancing thereof (whether or not successful) and any amendment or modification to the terms of any suchtransactions, 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) theclosing of any Stores or distribution centers after the Effective Date; provided that the aggregate amount of cashcharges added pursuant to this item (A)(1)(b)(vi) for any Test Period shall not exceed the greater of (x) $25,000,000and (y) 6.50% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustmentpursuant 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 Storesand costs

incurred in connection with non-recurring product and intellectual property development after the Effective Date, otherbusiness optimization expenses (including costs and expenses relating to business optimization programs), and new systemsdesign and implementation costs and project start-up costs; provided that the aggregate amount of all foregoing cash itemsadded 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 theBorrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall besubtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in aprior 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 indemnitiesand expenses paid or accrued in such period under the Sponsor Management Agreement or otherwise to the Sponsors to theextent permitted under Section 9.8 of the Credit Agreement and deducted in such period in computing Consolidated NetIncome

$

(x)   the amount of net cost savings and synergies (other than any of the foregoing related to Specified Transactions) projected bythe Borrower in good faith to result from actions taken, committed to be taken or reasonably expected to be taken no laterthan twelve (12) months after the end of such period (calculated on a pro forma basis as though such cost savings andsynergies had been realized on the first day of the period for which Consolidated EBITDA is being determined), net of theamount of actual benefits realized during such period from such actions; provided that (A) such cost savings and synergiesare reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and synergies addedpursuant 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 anyadjustment pursuant to this item (A)(1)(b)(x))

$

(xi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA orConsolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculationof 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 stockoption plan or any other management or employee benefit plan or agreement or any stock subscription or stockholdersagreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borroweror 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 priorperiod (other than such cash charges that have been added back to Consolidated Net Income in calculating ConsolidatedEBITDA 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 ConsolidatedEBITDA 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 tothe 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 chargesadded 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 thisitem (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 flowsof 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 $

providedthat Capital Expenditures shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assetsto 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 equipmentthat 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 creditgranted 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 theextent 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 Agreementor the loans under the First Lien Term Facility or the Second Lien Term Facility, (iv) expenditures that are accounted for as capital expenditures by theBorrower 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 hasprovided or is required to provide or incur, directly or indirectly, any consideration or obligation (other than rent) in respect of such expenditures to suchPerson 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 orsurplus 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 theordinary course of business, (vii) expenditures relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovationor improvement of any property which has been transferred to a Person other than the Borrower or a Restricted Subsidiary during the same Fiscal Year inwhich such expenditures were made pursuant to a sale-leaseback transaction to the extent of the cash proceeds received by the Borrower or such RestrictedSubsidiary pursuant to such sale-leaseback transaction or (viii) expenditures financed with the proceeds of an issuance of Equity Interests of the Borroweror 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 accordancewith GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations withrespect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest asa result of purchase accounting) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and allcommissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its RestrictedSubsidiaries

$

    providedthat Consolidated Net Cash Interest Expense shall not include (i) any non- cash interest or deferred financingcosts, (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 andinterest related to taxes

(ii). interest income of the Borrower and its Restricted Subsidiaries actually received in cash during such period after givingeffect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rateSwap 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 andpayable 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 2TO COMPLIANCE CERTIFICATE

B. NetCashProceeds  

With respect to any Disposition subject to prepayment pursuant to Section 2.9(b) of the Credit Agreement during the applicable periodended [ , 20 ]:

I.   The sum of cash and Cash Equivalents received in connection with such Dispositions (including any cash and Cash Equivalentsreceived by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when soreceived)

$

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 assetsubject to such Dispositions and that is required to be repaid in connection with such Dispositions (other than Indebtednessunder the Loan Documents, the First Lien Term Facility Documentation or any Permitted Refinancing of the Indebtednessunder the First Lien Term Facility Documentation or the Second Lien Term Facility Documentation or any PermittedRefinancing 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 insurancepremiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customaryexpenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiaryin 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 bepayable 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 Proceedsthereof (calculated without regard to this clause (d)) attributable to minority interests and not available for distribution to or forthe 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 saleor other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related toenvironmental matters or against any indemnification obligations associated with such transaction, it being understood that “NetCash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in acorresponding amount) of any reserve described in this clause (e)

$

III.  

Net  CashProceeds: item (B)(I) minus the sum of items (B)(II)(a) through (e)

$

SCHEDULE 3TO COMPLIANCE CERTIFICATE

Test Period covered by the calculations below: [ , 20 ] to [ , 20 ].

Total Leverage Ratio for the Test Period is : 1:00.

TotalLeverageRatio

1.  Consolidated Total Debt:

(a)   The aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding as of the last dayof the Test Period, determined on a Consolidated basis in accordance with GAAP (but excluding the effects of any discountingof Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition or anyother Investment permitted hereunder), consisting of Indebtedness for borrowed money, unreimbursed obligations in respectof drawn letters of credit, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes orsimilar instruments $

(b)   Unencumbered, unrestricted domestic cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries as of the lastday of the Test Period (which excludes Qualified Cash except to the extent of the outstanding principal amount of RevolvingLoans at such time); providedthat 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 amountunder commercial letters of credit shall not be counted as Consolidated Total Debt until three (3) Business Days after suchamount is drawn (it being understood that any borrowing, whether automatic or otherwise, to fund such reimbursement shallbe 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)) $

TotalLeverageRatio(item 1 divided by item 2)

: 1.00

ANNEX ATO COMPLIANCE CERTIFICATE