Common use of of the Credit Agreement Clause in Contracts

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan evidenced hereby and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute constitute, absent manifest error, prima facie evidence of the accuracy accurancy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of any of the Term LoanLoans. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 _______________ (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks and financial institutions or entities from time to time parties thereto, Nomura Corporate Funding AmericasToronto-Dominion (Texas), LLCInc., as Administrative Agent and as Collateral Agent, and the other parties theretoTD Securities (USA) Inc., as Arranger, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents Docu ments for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED BY THE LENDER EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 9.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBXXXXX-XXXXX INDUSTRIES, INC. By: _______________________________ Name: Title: Schedule A to Tranche B Term Note ------------ LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Unpaid Principal Amount of Amount Amount of Prin- Base Rate Loans Amount Balance of Base Rate Converted to ABR cipal of Base Converted to Base Rate Date Loans Amount of Principal of ABR Base Rate Loans Rate Loans Repaid Amount of ABR Eurodollar Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note ------------ LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Interest Period Amount of Eurocurrency Loans Amount of Unpaid Principal Amount of Amount Converted and Eurodollar Principal of Eurodollar Loans Balance of Eurodollar to Eurocurrency Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Eurodollar Notation Date Loans Loans Respect Thereto Repaid Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $____________ New York, ] To: Nomura Corporate Funding AmericasNew York _________ __, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11199__

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3July 12, 2017 2011 (as amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding AmericasINC Research Intermediate, LLC, the several banks and other financial institutions or entities from time to time parties thereto as Administrative Agent Lenders, General Electric Capital Corporation, as administrative agent, collateral agent and swingline lender, ING Capital LLC and Royal Bank of Canada, as Collateral Agentco-syndication agents, and the other parties theretoGeneral Electric Capital Corporation, as issuing lender, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized may endorse and attach a schedule to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof reflect the date, Type and the amount of the Term each Swingline Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion thereof; provided that the failure of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure Lender to make any such indorsement recordation (or any error in any such indorsement recordation) shall not affect the obligations of Borrower hereunder or under the Borrower in respect of the Term LoanCredit Agreement. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3October 20, 2017 2010 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporationthe Guarantors, the LenderLenders, the other Lenders party theretoJPMorgan Chase Bank, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent and as Collateral Agent, and the other parties agents party thereto, (b) is subject to the provisions of the Credit Agreement thereof and (c) is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit AgreementAgreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. This Note is secured and guaranteed as provided in the Loan Credit Agreement and the Security Documents. Reference is hereby made to the Loan Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests interest and each guarantee were was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all principal and all accrued interest amounts then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, payable as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORKYORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). BJ’S WHOLESALE CLUB[Signature Page Follows] DAVITA INC., INC. as Borrower By: Name: Title: Schedule A to Tranche B Term Note LOANSEXHIBIT O [Form of] LC REQUEST Dated [ ] JPMorgan Chase Bank, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan under the Credit Agreement, dated as of February 3, 2017 Agreement (as amended, restated, extended, modified or supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), dated as of October 20, 2010, among BJ’s Wholesale Club, DaVita Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”)corporation, the Lenders from time to time party thereto, and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLCN.A., as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICASthe other agents party thereto. JPMorgan Chase Bank, LLCN.A., as Administrative Agent Table for the Lenders referred to below, c/o JPMorgan Chase Bank, Loan and Agency Services Group 0000 Xxxxxx, 10th Floor Houston, Texas 77002 Attention: Xxxxx Xxxx Fax: 000-000-0000 with a copy to: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxx Xxx Fax: 000-000-0000 Ladies and Gentlemen: We hereby request that [name of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien proposed Issuing Lender], as Issuing Lender under the Credit Agreement, [issue] [amend] [renew] [extend] [a] [an existing] Letter of Credit for the account of the undersigned on [ ] (the “Date of [Issuance] [Amendment] [Renewal] [Extension]”) in the aggregate stated amount of [ ]25. [Such Letter of Credit was originally issued on [date].] The requested Letter of Credit [shall be] [is] denominated in Dollars. For purposes of this LC Request, unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee shall have the respective meaning provided therein. 25 Aggregate initial stated amount of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III IndemnityLetter of Credit. The beneficiary of the requested Letter of Credit [will be] [is] [ ], Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees such Letter of Credit [will be] [is] in support of (26) and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival [will have] [has] a stated expiration date of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW[ ]27. [Describe the nature of the amendment, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination renewal or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11extension.] We hereby certify that:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Swingline Note (this “Note”) is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term each Swingline Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term LoanSwingline Loans. This Note (a) is one of evidences the Notes referred to in Swingline Loans under the First Lien Term Loan Credit Agreement Agreement, dated as of February 3December 31, 2017 2009 (as may be amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, X.X. Xxxxxx Securities Inc., a Delaware corporationas sole lead arranger and sole bookrunner, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as “Administrative Agent and as Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBXXXXXX ANIMAL HEALTH SUPPLY, INC. LLC By: Name: Title: Schedule A to Tranche B Term Swingline Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Loans Amount Converted to ABR Swingline Loans Amount of Principal of ABR Swingline Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B E FORM OF CLOSING CERTIFICATE Pursuant to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount Section 6.1(e) of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan the Credit Agreement, dated as of February 3December 31, 2017 2009 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale ClubXxxxxx Animal Health Supply, Inc., a Delaware corporation LLC (the “Borrower”), Beacon Holding Inc.the Lenders party thereto and JPMorgan Chase Bank, a Delaware corporation N.A., as administrative agent (in such capacity, the “HoldingsAdministrative Agent”), the Lenders from time to time party theretoundersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF LOAN PARTY] (the “Certifying Loan Party”) hereby certifies on behalf of the Certifying Loan Party, and Nomura Corporate Funding Americas, LLCnot in any individual capacity, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11follows:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie rebuttably presumptive evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of the Term Loan. This Note (a) is one of the Notes referred to in evidencing the First Lien Term Loan under the Credit Agreement Agreement, dated as of February 3April 20, 2017 2007 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Beacon Holding Inc.KAR Holdings II, LLC, a Delaware corporationlimited liability company, the Lenderseveral banks, financial institutions and other entities from time to time parties to the other Lenders party theretoCredit Agreement, Nomura Corporate Funding AmericasBear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Sachs Credit Partners L.P., as joint bookrunners and Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent and as Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kindkind under this Note to the fullest extent permitted under applicable law. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBKAR HOLDINGS, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [H-2 FORM OFOF REVOLVING NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] NOTICE OF PREPAYMENT Date: New York, New York [ , 200 ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to timeFOR VALUE RECEIVED, the “Credit Agreement”; the terms defined therein being used herein as therein defined)undersigned, among BJ’s Wholesale ClubKAR Holdings, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc.hereby unconditionally promises to pay to [ ] (the “Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, a Delaware corporation on the Revolving Termination Date the principal amount of (“Holdings”a) [ ] DOLLARS ($[ ]), or, if less, (b) the Lenders aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time party outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Revolving Loan. This Note (a) is one of the Notes evidencing the Revolving Loans under the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and Nomura Corporate Funding Americasamong the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Xxxxx Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Xxxxx Credit Partners L.P., as joint bookrunners and Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as Collateral Agentprovided in the Credit Agreement. Capitalized This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms used but not and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. The Borrower NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. KAR HOLDINGS, INC. By:_______________________________ Name: Title: Schedule A to Revolving Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurodollar Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Schedule B to Revolving Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Amount Converted to Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By EXHIBIT H-3 FORM OF SWINGLINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] New York, New York [ , 200 ] FOR VALUE RECEIVED, the undersigned, KAR Holdings, Inc., a Delaware corporation (the “Borrower”), hereby notifies unconditionally promises to pay to Bear Xxxxxxx Corporate Lending Inc. (the Administrative Agent that on 1 pursuant to “Swingline Lender”) or its registered successors and assigns at the terms of Section 2.07 Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the AgreementUnited States and in immediately available funds, on the Borrower intends to prepay Revolving Termination Date the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of (a) [ ] DOLLARS ($1.0 million and not less than $5.0 million[ ]), or, if less, (b) the aggregate unpaid principal amount outstandingof all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.4 of the Credit Agreement. 3 Any The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of Eurocurrency Loans principal thereof. Each such endorsement shall be constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in an aggregate principal amount that respect of any Swingline Loan. This Note (a) is an integral 4 multiple the Note evidencing the Swingline Loan under the Credit Agreement, dated as of $1.0 million April 20, 2007 (the “Credit Agreement”) by and not less than $5.0 millionamong the Borrower, orKAR Holdings II, if lessLLC, a Delaware limited liability company, the amount outstandingseveral banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Xxxxx Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Xxxxx Credit Partners L.P., as joint bookrunners and Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. 4 Include if applicableThis Note is secured and guaranteed as provided in the Loan Documents. EXHIBIT H BJ’S WHOLESALE CLUBReference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. KAR HOLDINGS, INC. By: Name: Title: Schedule A to Swingline Note LOANS AND REPAYMENTS OF SWINGLINE LOANS Date Amount of Swingline Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11I

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3January 14, 2017 2021, among the Borrower, the Lenders party thereto, Silicon Valley Bank (“SVB”), as Administrative Agent, and SVB as the Issuing Lender and the Swingline Lender (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAW RULES) OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBKALTURA, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS EXHIBIT I FORM OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By BORROWING BASE CERTIFICATE (Please see attached form) EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS J FORM OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By COLLATERAL INFORMATION CERTIFICATE (Please see attached form) EXHIBIT H [K FORM OF] OF NOTICE OF PREPAYMENT BORROWING KALTURA, INC. Date: [ , ] To: Nomura SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: Corporate Funding Americas, LLC, as Administrative Agent Ladies and GentlemenServices Department RE: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3January 14, 2017 2021 (as amended, restated, extendedmodified, supplemented and/or otherwise modified in writing or restated from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), by and among BJ’s Wholesale ClubKaltura, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc.the Lenders party thereto, a Delaware corporation Silicon Valley Bank (“HoldingsSVB”), as administrative agent and collateral agent for such Lenders (in such capacities, together with any successors and assigns in such capacities; the Lenders from time to time party thereto“Administrative Agent”), and Nomura Corporate Funding Americas, LLC, SVB as Administrative Agent the Issuing Lender and as Collateral Agentthe Swingline Lender. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned given to them such terms in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3November 2, 2017 2010, (as amended by Amendment No. 1 to the Credit Agreement, dated as of March 2, 2011, and as amended and restated by Amendment No. 2 to the Credit Agreement, dated as of October 13, 2011 and as further amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders from time to time party thereto, Nomura Corporate Funding AmericasXxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and Xxxxxx Xxxxxxx & Co. LLC, as Administrative Agent and as Collateral Agent, and the other parties theretocollateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 3.4 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type, each conversion of all or a portion thereof to another Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term any Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Amended and Restated Credit Agreement Agreement, dated as of February 3April 15, 2017 2011 (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc.the Lenders from time to time party thereto and JPMorgan Chase Bank, a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBCKX, INC. By: Name: Title: :Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money Dollars at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Third Amended and Restated Credit Agreement Agreement, dated as of February 3March 17, 2017 2011 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the several banks and other Lenders party financial institutions or entities from time to time parties thereto, Nomura Corporate Funding AmericasX.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC, as Administrative Agent joint lead arrangers and joint book-running managers, Xxxxx Fargo Bank, N.A., as Collateral Agentsyndication agent and JPMorgan Chase Bank, and the other parties theretoN.A., as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBMETROPCS WIRELESS, INC. By: Name: Title: Schedule A to Tranche B B-2 Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B B-2 Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [G-3 FORM OF] NOTICE OF PREPAYMENT Date: [ TRANCHE B-3 TERM NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate Funding AmericasNew York , LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11201

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Tranche B Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower Borrowers in respect of the Tranche B Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. AIRCRAFT BRAKING SYSTEMS CORPORATION By: Name: ------------------------------- Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11ENGINEERED FABRICS CORPORATION

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.25 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the each Incremental Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the any Incremental Term Loan. This Note (a) is one of the Incremental Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 32, 2017 2000 (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among BIRCH TELECOM, INC., the Borrower, Beacon Holding Inc.the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), a Delaware corporationXXXXXX BROTHERS INC., as advisor, lead arranger and book manager (in such capacity, the Lender"Arranger"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the other Lenders party thereto"Syndication Agent"), Nomura Corporate Funding Americas, LLCand XXXXXX COMMERCIAL PAPER INC., as administrative agent (in such capacity, the "Administrative Agent and as Collateral Agent, and the other parties thereto"), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Credit Documents. Reference is hereby made to the Loan Credit Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Agreement NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 9.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBBIRCH TELECOM FINANCE, INC. By: Name: Title: Schedule A to Tranche B Incremental Term Note LOANS, CONVERSIONS AND REPAYMENTS REPAYMENT OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Incremental Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS REPAYMENT OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H J [FORM OF] NOTICE OF PREPAYMENT Date: [ , INCREMENTAL TERM LOAN ACTIVATION NOTICE] To: Nomura Corporate Funding Americas, LLCXxxxxx Commercial Paper Inc., as Administrative Agent Ladies and Gentlemen: under the Credit Agreement referred to below Reference is hereby made to that certain First Lien Term Loan the Credit Agreement, dated as of February 32, 2017 2000 (as amended, restated, extended, supplemented and/or or otherwise modified in writing from time to time, the “"Credit Agreement”; the terms defined therein being used herein as therein defined"), among BJ’s Wholesale ClubBIRCH TELECOM, Inc.INC., a corporation duly organized and validly existing under the law of the State of Delaware corporation (the “Borrower”"Company"), Beacon Holding Inc.BIRCH TELECOM FINANCE, INC., a corporation duly organized and validly existing under the law of the State of Delaware corporation (“Holdings”the "Borrower"), the Lenders several banks and other financial institutions or entities from time to time party theretoparties thereto (the "Lenders"), XXXXXX BROTHERS INC., as advisor, lead arranger and book manager (in such capacity, the "Arranger"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), and Nomura Corporate Funding Americas, LLCXXXXXX COMMERCIAL PAPER INC., as administrative agent (in such capacity, the "Administrative Agent Agent"). Terms defined in the Credit Agreement and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned are used herein as defined therein. This notice is an Incremental Term Loan Activation Notice referred to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, and the Borrower intends to prepay and the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Lender signatory hereto (the "Incremental Term Loans][other Term Loans of any Class] in the following amount(sLoan Lender") : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11hereby notify you that:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3November 2, 2017 2010, (as amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders from time to time party thereto, Nomura Corporate Funding AmericasMxxxxx Sxxxxxx Senior Funding, LLCInc., as Administrative Agent administrative agent, Mxxxxx Sxxxxxx & Co. Incorporated, as collateral agent, Mxxxxx Sxxxxxx Senior Funding, Inc., as syndication agent and East West Bank and Rxxxxxx Jxxxx Bank, FSB, as Collateral Agent, and the other parties theretodocumentation agents, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency SOFR Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3November 7, 2017 2022, among the Borrower, Holdings, Intermediate Holdings, the Lenders party thereto, and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. US-DOCS\135774725.7 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. EBS ENTERPRISES LLC By: Name: Title: US-DOCS\135774725.7 Schedule A to Tranche B Term Loan Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency SOFR Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G US-DOCS\135774725.7 Exhibit H-3 Schedule B to Tranche B Term Loan Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY SOFR LOANS Date Amount of Eurocurrency SOFR Loans Amount Converted to Eurocurrency SOFR Loans Interest Period and Adjusted LIBO SOFR Rate with Respect Thereto Amount of Principal of Eurocurrency SOFR Loans Repaid Amount of Eurocurrency SOFR Loans Converted to Base Rate ABR Loans Unpaid Principal Balance of Eurocurrency SOFR Loans Notation Made By US-DOCS\135774725.7 Exhibit H-3 EXHIBIT H I [Reserved] US-DOCS\135774725.7 Exhibit I EXHIBIT J FORM OF] NOTICE OF PREPAYMENT Date: [ COLLATERAL INFORMATION CERTIFICATE COLLATERAL INFORMATION CERTIFICATE EBS ENTERPRISES LLC AS THE BORROWER Dated as of November 7, ] 2022 US-DOCS\135774725.7 Exhibit J COLLATERAL INFORMATION CERTIFICATE To: Nomura Corporate Funding Americas, LLCSilicon Valley Bank, as Administrative Agent Ladies and Gentlemen: Reference THIS COLLATERAL INFORMATION CERTIFICATE is made being delivered pursuant to Section 5.1 of that certain First Lien Term Loan Credit Agreement, dated as of February 3November 7, 2017 2022, (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale ClubAIRSCULPT TECHNOLOGIES, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc.INC., a Delaware corporation (“Holdings”), EBS INTERMEDIATE PARENT LLC, a Delaware limited liability company (“Intermediate Holdings”), EBS ENTERPRISES LLC, a Delaware limited liability company (the Lenders from time to time “Borrower”), the lenders party theretothereto (the “Lenders”), and Nomura Corporate Funding Americas, LLCSILICON VALLEY BANK, as administrative agent for such Lenders (in such capacity, the “Administrative Agent and as Collateral Agent”). Capitalized terms used but and not otherwise defined herein shall have the respective meanings assigned to them set forth in the Credit AgreementAgreement or the other Loan Documents referenced therein. Other terms which are used but not otherwise defined herein but which are defined in Article 8 or Article 9 of the UCC shall have the respective meanings set forth in such applicable Article of the UCC. The Borrower hereby notifies undersigned, being the Administrative Agent that on 1 pursuant to the terms of Section 2.07 duly appointed Responsible Officer of the AgreementBorrower, the Borrower intends to prepay the following Loans as more specifically set forth belowhereby certifies on behalf of each Loan Party that: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11NAMES:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3[•], 2017 2014, among the Borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders, and SILICON VALLEY BANK, as Administrative Agent (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest notice, and all other notices of any kindprotest. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBXCERRA CORPORATION, INC. as a Borrower By: Name: Title: XXXXXXX XXXXXXX TECHNOLOGIES LLC, as a Borrower By: Name: Title: Schedule A to Tranche B Term Loan Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Loan Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate ABR Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: COLLATERAL INFORMATION CERTIFICATE (Please see attached) Exhibit H COLLATERAL INFORMATION CERTIFICATE XCERRA CORPORATION AND ECT, LLC AS THE BORROWER Dated as of December [ ], ] 2014 COLLATERAL INFORMATION CERTIFICATE To: Nomura Corporate Funding Americas, LLCSilicon Valley Bank, as Administrative Agent Ladies and Gentlemen: Reference THIS COLLATERAL INFORMATION CERTIFICATE is made being delivered pursuant to Section 5.1 of that certain First Lien Term Loan Credit Agreement, dated as of February 3December [ ], 2017 2014 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale ClubXCERRA CORPORATION, Inc.a Massachusetts corporation (“Xcerra”) and ECT, LLC, a Delaware corporation limited liability company (“ECT”, and together with Xcerra, collectively, the “Borrower”), Beacon Holding Inc., a Delaware corporation the lenders party thereto (the “HoldingsLenders”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLCSilicon Valley Bank, as administrative agent for such Lenders (in such capacity, the “Administrative Agent and as Collateral Agent”). Capitalized terms used but and not otherwise defined herein shall have the respective meanings assigned to them set forth in the Credit AgreementAgreement or the other Loan Documents referenced therein. Other terms which are used but not otherwise defined herein but which are defined in Article 8 or Article 9 of the UCC shall have the respective meanings set forth in such applicable Article of the UCC. The Borrower hereby notifies undersigned, being the Administrative Agent that on 1 pursuant to the terms of Section 2.07 duly appointed Chief Financial Officer of the AgreementBorrower and a Responsible Officer of each other Loan Party, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment hereby certifies on behalf of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11each Loan Party that:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan evidenced hereby and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute constitute, absent manifest error, prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term LoanLoans. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3December 1, 2017 1997 (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks and financial institutions or entities from time to time parties thereto, Nomura Corporate Funding AmericasToronto-Dominion (Texas), LLCInc., as Administrative Agent and as Collateral Agent, and the other parties theretoTD Securities (USA) Inc., as Arranger, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents Docu ments for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED BY THE LENDER EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 9.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBBEAR ISLAND PAPER COMPANY, INC. LLC By: _______________________________ Name: Title: Schedule A to Tranche B Term Note ------------ LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date ----------------------------------------------------------------------------------------------------------------------------- Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Base Rate Unpaid Principal Amount of Base Rate Converted to of Base Rate Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Base Notation Date Loans Notation Base Rate Loans Loans Repaid Eurodollar Loans Rate Loans Made By EXHIBIT G ----------------------------------------------------------------------------------------------------------------------------- Schedule B to Tranche B Term Note ------------ LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date ---------------------------------------------------------------------------------------------------------------------------------- Interest Period Amount of Eurocurrency Amount of Unpaid Principal and Eurodollar Principal of Eurodolar Loans Balance of Amount of Euro- Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Eurodollar Notation Date dollar Loans to Eurodollar Loans Respect Thereto Repaid Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By ---------------------------------------------------------------------------------------------------------------------------------- EXHIBIT H [K-2 FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $____________ New York, ] To: Nomura Corporate Funding AmericasNew York _________ __, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11199__

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is Each Guarantor party hereto (i) hereby acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents. (c) The Borrowers and the Guarantors party hereto hereby represent and warrant as follows: (i)Each of the Loan Parties has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (ii)This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (iii)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the provisions execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement, other than (A) those that have already been obtained and are in full force and effect and (B) those approvals, consents, exemptions, authorizations, actions, notices or filings, to the extent that the failure to obtain the same could not reasonably be expected to have a Material Adverse Effect. (d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects (cor, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) is subject to optional as of the date hereof with the same effect as if made on and mandatory prepayment in whole or in part as provided in of the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made date hereof, except to the Loan Documents for a description of the properties extent such representations and assets warranties expressly relate solely to an earlier date, in which case they shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date and (ii) no event has occurred and is continuing which constitutes a security interest has been grantedDefault or an Event of Default. (e) This Agreement may be executed in any number of counterparts, the nature each of which when so executed and extent delivered shall be an original, but all of the security which shall constitute one and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereofsame instrument. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice Agreement by fax transmission telecopy or other electronic mail transmission imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this noticehereof. (f) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any ClassSignature pages follow]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the Type and amount of the Tranche B-1 Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Tranche B-1 Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Second Amended and Restated Credit Agreement Agreement, dated as of February 3November , 2017 2009 (as amended, restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the BorrowerProtection One, Beacon Holding Inc., a Delaware corporationcorporation (“Holdings”), the LenderBorrower, the other several Lenders party theretofrom time to time parties thereto and JPMorgan Chase Bank, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent and as Collateral Agentadministrative agent (in such capacity, and together with its successors in such capacity, the other parties thereto“Administrative Agent”), with X.X. Xxxxxx Securities, Inc., as sole lead arranger and sole book manager, and Bank of America, N.A., as documentation agent (in such capacity, and together with its successors in such capacity, the “Documentation Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBPROTECTION ONE ALARM MONITORING, INC. ., as Borrower By: Name: Title: Schedule A to Tranche B B-1 Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B B-1 Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [H-2 FORM OF] NOTICE OF PREPAYMENT Date: [ TRANCHE B-2 TERM NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate Funding AmericasNew York , LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 1120

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3November 13, 2017 2014 (as amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding INC Research Holdings, Inc., a Delaware corporationcorporation (“Holdings”), Xxxxxxx Xxxxx Bank USA, as administrative agent, collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the Lender, “Administrative Agent” and the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as “Collateral Agent,” respectively), swingline lender and issuing lender, and the several banks and other financial institutions or entities from time to time parties theretothereto as Lenders, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.15 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan Loans and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term LoanLoans. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3October 30, 2017 2002 (as amended, supplemented and/or supplemented, replaced or otherwise modified from time to time, the “"Credit Agreement”"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the several banks and other Lenders party financial institutions or entities from time to time parties thereto, Nomura Corporate Funding Deutsche Bank Securities Inc., as lead arranger and joint book running manager, Deutsche Bank Trust Company Americas, as administrative agent and swing line lender, Banc of America Securities LLC, as Administrative Agent lead arranger, joint book running manager and syndication agent, Bear, Xxxxxxx & Co. Inc., as Collateral Agentarranger and joint book running manager, Bear Xxxxxxx Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, and the other parties theretoJPMorgan Chase Bank, as joint documentation agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBXXXX LAS VEGAS, INC. LLC, a Nevada limited liability company, as the Borrower By: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Xxxxxxx Xxxxxx, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate Funding AmericasNew York No. , 200 FOR VALUE RECEIVED, the undersigned, WYNN LAS VEGAS, LLC, a Nevada limited liability company (the "Borrower"), hereby unconditionally promises to pay to (the "Lender") or its registered assigns at the Payment Office specified in the Credit Agreement (as Administrative Agent Ladies hereinafter defined) in lawful money of the United States and Gentlemen: Reference is in immediately available funds, on the Revolving Credit Termination Date the principal amount of (a) DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to that certain First Lien Term Loan the Borrower pursuant to the Credit Agreement. The Borrower further agrees to pay interest in like money at such Payment Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.15 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation of all or a portion thereof as the same Type, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Revolving Credit Loan. This Note (a) is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of February 3October 30, 2017 2002 (as amended, restatedsupplemented, extended, supplemented and/or replaced or otherwise modified in writing from time to time, the “"Credit Agreement”; the terms defined therein being used herein as therein defined"), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders Lender, the several banks and other financial institutions or entities from time to time party parties thereto, Deutsche Bank Securities Inc., as lead arranger and Nomura Corporate Funding joint book running manager, Deutsche Bank Trust Company Americas, as administrative agent and swing line lender, Banc of America Securities LLC, as Administrative Agent lead arranger, joint book running manager and syndication agent, Bear, Xxxxxxx & Co. Inc., as Collateral Agentarranger and joint book running manager, Bear Xxxxxxx Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, and JPMorgan Chase Bank, as joint documentation agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Capitalized This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms used but not and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. The NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. XXXX LAS VEGAS, LLC, a Nevada limited liability company, as the Borrower By: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Xxxxxxx Xxxxxx, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member By: Name: Title: LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Date Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurodollar Loans Unpaid Principal Balance of Base Rate Loans Notation Made By LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Date Amount Converted to Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By FORM OF SWING LINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ NEW YORK, NEW YORK No. , 200 FOR VALUE RECEIVED, the undersigned, WYNN LAS VEGAS, LLC, a Nevada limited liability company (the "Borrower"), hereby notifies unconditionally promises to pay (the Administrative Agent that on 1 pursuant to "Swing Line Lender") or its registered assigns at the terms of Section 2.07 Payment Office specified in the Credit Agreement (as herein defined) in lawful money of the AgreementUnited States and in immediately available funds, on the Borrower intends to prepay Revolving Credit Termination Date the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million(a) dollars ($ ), or, if less, (b) the aggregate unpaid principal amount outstandingof all Swing Line Loans made by the Swing Line Lender to the Borrower pursuant to the Credit Agreement, as hereinafter defined. 3 Any The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.15 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereto or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of Eurocurrency Loans principal thereof. Each such endorsement shall be constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in an aggregate principal amount that respect of any Swing Line Loan. This Note (a) is an integral 4 multiple one of $1.0 million and not less than $5.0 millionthe Swing Line Notes referred to in the Credit Agreement dated as of October 30, or2002 (as amended, if lesssupplemented, replaced or otherwise modified from time to time, the amount outstanding"Credit Agreement"), among the Borrower, the Swing Line Lender, the several banks and other financial institutions or entities from time to time parties thereto, Deutsche Bank Securities Inc., as lead arranger and joint book running manager, Deutsche Bank Trust Company Americas, as administrative agent and swing line lender, Banc of America Securities LLC, as lead arranger, joint book running manager and syndication agent, Bear, Xxxxxxx & Co. Inc., as arranger and joint book running manager, Bear Xxxxxxx Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, and JPMorgan Chase Bank, as joint documentation agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. 4 Include if applicableThis Note is secured and guaranteed as provided in the Loan Documents. EXHIBIT H BJ’S WHOLESALE CLUBReference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, INCthe nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. XXXX LAS VEGAS, LLC, a Nevada limited liability company, as the Borrower By: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Xxxxxxx Xxxxxx, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member By: Name: Title: LOANS AND REPAYMENTS OF SWING LINE LOANS Date Amount of Swing Line Loans Amount of Principal of Swing Line Loans Repaid Unpaid Principal Balance of Swing Line Loans Notation Made By EXHIBIT I 10.7 TABLE OF CONTENTS Annex A PRICING GRID FOR REVOLVING CREDIT LOANS, SWING LINE LOANS AND REVOLVING COMMITMENT FEES SCHEDULE 1.1 SCHEDULE 4.4 SCHEDULE 4.9(b) SCHEDULE 4.9(c) SCHEDULE 4.9(d) SCHEDULE 4.9(e) SCHEDULE 4.9(f) SCHEDULE 4.15 SCHEDULE 4.19(a)-1 SCHEDULE 4.19(a)-2 UCC FINANCING STATEMENTS TO REMAIN ON FILE SCHEDULE 4.19(b) MORTGAGE FILING JURISDICTIONS SCHEDULE 4.19(c) UCC FILING JURISDICTIONS—INTELLECTUAL PROPERTY COLLATERAL SCHEDULE 4.24 MATERIAL CONTRACTS SCHEDULE 4.25(a) REAL ESTATE SCHEDULE 4.25(d) ASSESSMENTS SCHEDULE 6.5(d) INSURANCE REQUIREMENTS SCHEDULE 7.2(d) EXISTING INDEBTEDNESS SCHEDULE 7.3(f) EXISTING LIENS EXHIBIT D FORM OF MORTGAGE TABLE OF CONTENTS DEED OF TRUST, [LEASEHOLD DEED OF TRUST,] ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING SCHEDULE A DESCRIPTION OF LAND [SCHEDULE B DESCRIPTION OF LEASED PREMISES] EXHIBIT F EXHIBIT G-1 FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [OF TERM NOTE Schedule A to Term Note Schedule B to Term Note EXHIBIT G-2 FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien OF REVOLVING CREDIT NOTE Schedule A to Revolving Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER Note Schedule B to Revolving Credit Note EXHIBIT G-3 FORM OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11SWING LINE NOTE

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.12 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3October 14, 2017 2004 (as amended, supplemented and/or supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks and financial institutions or entities from time to time parties thereto, Nomura Corporate Funding Americas, LLCXxxxxx Brothers Inc., as Administrative Agent advisor, lead arranger and book manager, Xxxxxx Commercial Paper Inc., as Collateral Agent, and the other parties theretoadministrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 9.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBB&G FOODS, INC. ., as Borrower By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.06 of the Credit Agreement. The holder of this Note note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Revolving Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Revolving Loan. This Note note (a) is one of the Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3March [ ], 2017 2014 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party theretobanks and financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank, Nomura Corporate Funding Americas, LLCN.A., as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent and as Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, after notice to the Borrower from the Administrative Agent to the extent required under the Credit Agreement, all principal and all accrued interest then remaining unpaid on this Note note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Notenote, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.06 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBXXXXXX’X SUPERMARKETS, INC. By: Name: Title: Schedule A to Tranche B Term Promissory Note REVOLVING LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Promissory Note REVOLVING LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H I FORM OF CLOSING CERTIFICATE [FORM OFDATE] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made Pursuant to that certain First Lien Term Loan subsections 6.01(f) of each of (i) the Credit Agreement, dated as of February 3, 2017 the date first written above (as amended, amended and restated, extended, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale ClubXXXXXX’X SUPERMARKETS, Inc.INC., a Delaware Wisconsin corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”)as Borrower, the Lenders several lenders from time to time party theretoparties thereto (the “Lenders”) and CREDIT SUISSE AG, and Nomura Corporate Funding Americas, LLCCAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent Agent”) and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have (ii) the meanings assigned to them in the Asset-Based Revolving Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of the date first written above (the “ABL Credit Agreement”), 2017 among [RESTRICTED SUBSIDIARY]XXXXXX’X SUPERMARKETS, INC., a Wisconsin corporation (the “Company”), as Limited GuarantorBorrower, and NOMURA CORPORATE FUNDING AMERICASthe several lenders from time to time parties thereto (the “ABL Lenders”), LLCBMO XXXXXX BANK, N.A., as Administrative Agent Table documentation agent, BANK OF AMERICA, N.A, as syndication agent, JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “ABL Agent”) and as an issuing lender. The undersigned [Secretary] of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 [ ] (the “Company”) hereby certifies to the Administrative Agent’s Fees , solely in his or her official capacity and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival not in any individual capacity, as follows as of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11the date hereof:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.06 of the Credit Agreement. The holder of this Note note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Tranche B Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Tranche B Term Loan. This Note note (a) is one of the Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February March 3, 2017 2014 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party theretobanks and financial institutions or entities from time to time parties thereto and Credit Suisse AG, Nomura Corporate Funding Americas, LLCCayman Islands Branch, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent and as Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, after notice to the Borrower from the Administrative Agent to the extent required under the Credit Agreement, all principal and all accrued interest then remaining unpaid on this Note note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Notenote, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.06 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBXXXXXX’X SUPERMARKETS, INC. By: Name: Title: Schedule A to Tranche Promissory Note TRANCHE B Term Note TERM LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche Promissory Note TRANCHE B Term Note TERM LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H FORM OF CLOSING CERTIFICATE [FORM OFDATE] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made Pursuant to that certain First Lien Term Loan subsections 6.01(f) of each of (i) the Credit Agreement, dated as of February 3, 2017 the date first written above (as amended, amended and restated, extended, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale ClubXXXXXX’X SUPERMARKETS, Inc.INC., a Delaware Wisconsin corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”)as Borrower, the Lenders several lenders from time to time party theretoparties thereto (the “Lenders”) and CREDIT SUISSE AG, and Nomura Corporate Funding Americas, LLCCAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent Agent”) and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have (ii) the meanings assigned to them in the Asset-Based Revolving Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of the date first written above (the “ABL Credit Agreement”), 2017 among [RESTRICTED SUBSIDIARY]XXXXXX’X SUPERMARKETS, INC., a Wisconsin corporation (the “Company”), as Limited GuarantorBorrower, and NOMURA CORPORATE FUNDING AMERICASthe several lenders from time to time parties thereto (the “ABL Lenders”), LLCBMO XXXXXX BANK, N.A., as Administrative Agent Table documentation agent, BANK OF AMERICA, N.A, as syndication agent, JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “ABL Agent”) and as an issuing lender. The undersigned [Secretary] of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 [ ] (the “Company”) hereby certifies to the Administrative Agent’s Fees , solely in his or her official capacity and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival not in any individual capacity, as follows as of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11the date hereof:

of the Credit Agreement. The Borrower further farther agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 subsection 2.9 of the Credit Agreement. The holder of this Term Loan Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the Type and the amount of the each Term Loan made by such holder pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie PRIMA FACIE evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the any Term Loan. This Term Loan Note (a) is one of the Term Loan Notes referred to in the First Lien Term Loan Revolving Credit Agreement Agreement, dated as of February 3January 27, 2017 1998 (as amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”"CREDIT AGREEMENT"), among the Borrower, Beacon Holding Inc.the several lenders from time to time parties thereto (the "LENDERS") and The Chase Manhattan Bank, a Delaware corporationas agent for the Lenders (in such capacity, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto"AGENT"), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Term Loan Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11a

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Tranche [A] Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Tranche [A] Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3October 9, 2017 1998 (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks and financial institutions from time to time parties thereto, Nomura Corporate Funding Americas, LLCXxxxxx Commercial Paper Inc., as Administrative Agent and as Collateral Agent, Xxxxxx Brothers, Inc., as Arranger and the other parties theretoXxxxxx Commercial Paper Inc., as Syndication Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory andmandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, POWERHOUSE TECHNOLOGIES INC. By: /S/ Xxxxx X. Xxxxxxxxxx --------------------------------------------- Name: Xxxxx X. Xxxxxxxxxx Title: CFO and Treasurer Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Amount of Base Amount Principal of Base Rate Loans Unpaid Principal Amount of Base Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Rate Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Base Notation Date Rate Loans Notation Base Rate Loans Repaid Eurodollar Loans Rate Loans Made By EXHIBIT G ---- ---------- --------------- ------ ---------------- ---------- ------- ==== ========== =============== ====== ================ ========== ======= Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Interest Period Eurodollar Unpaid Amount and Eurodollar Amount of Loans Principal Amount of Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Converted to Balance of Eurodollar Eurodollar Respect Eurodollar Base Rate Eurodollar Notation Date Loans Loans Thereto Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By ---- ----- ----- ------- ------------ ----- ----- ------- ==== ===== ===== ======= ============ ===== ===== ======= EXHIBIT H [FORM OF] NOTICE G-2 REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF PREPAYMENT Date: [ THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $10,000,000 New York, ] To: Nomura Corporate Funding AmericasNew York October 14, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 111998

of the Credit Agreement. The Borrower further hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or the other Loan Documents, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that, to pay interest the extent permitted by applicable law, all claims in like money at respect of any such office action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. The Borrower, and by accepting this Note, the Lender, agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified judgment or in Section 2.10 of the Credit Agreementany other manner provided by law. The holder of Nothing in this Note is authorized shall affect any right that the Lender may otherwise have to indorse on bring any action or proceeding relating to this Note or the schedules annexed hereto and made a part hereof other Loan Documents against the Borrower, or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount any of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type andits property, in the case courts of Eurocurrency Loansany jurisdiction. The Borrower, and by accepting this Note, the length Lender, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence venue of any suit, action or proceeding arising out of or relating to this Note or the accuracy of the information indorsed. The failure to make any such indorsement or any error other Loan Documents in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes court referred to in the First Lien Term Loan preceding paragraph hereof. The Borrower, and by accepting this Note, the Lender, hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower, and by accepting this Note, the Lender, irrevocably consents to service of process in the manner provided for notices herein. Nothing herein will affect the right of the Borrower to serve process in any other manner permitted by law. THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. XXXX’X CORPORATION By: Name: Title: SCHEDULE TO NOTE Date Type of Loan/Advance Amount Amount of principal converted, paid or prepaid Interest Rate Interest Period Notation Made by KOHL’S EXHIBIT C-1 FORM OF BORROWING REQUEST [Date] The Bank of New York, as Administrative Agent One Wall Street Agency Function Administration 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxxxx The Bank of New York, as Administrative Agent Xxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxx Reference is made to the Credit Agreement Agreement, dated as of February 3October 12, 2017 2006, among Xxxx’x Corporation (the “Borrower”), the Lenders party thereto, Bank of America, N.A., as an Issuing Bank and as the Syndication Agent, JPMorgan Chase Bank, N.A., U.S. Bank, National Association and Wachovia Bank, National Association as Co-Documentation Agents, and The Bank of New York, as an Issuing Bank, Swing Line Lender, and as Administrative Agent (as the same may be amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the Capitalized terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms used herein that are defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 5.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3December 19, 2017 2002 (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among the Borrower, Beacon Holding the several banks and other financial institutions or entities from time to time parties thereto, Bear, Xxxxxxx & Co. Inc., a Delaware corporationas Lead Arranger, the LenderBNY Capital Markets, the other Lenders party theretoInc., Nomura as Co-Arranger, Bear Xxxxxxx Corporate Funding AmericasLending Inc., LLCas Syndication Agent, and The Bank of New York, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, after notice to the Borrower from the Administrative Agent, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE ASSIGNMENT AND OTHER PROVISIONS OF SECTION 10.04 12.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. SCIENTIFIC GAMES CORPORATION By: Name: Title: 3 Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO E1urocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [I-2 TO CREDIT AGREEMENT FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate New York , 2002 FOR VALUE RECEIVED, the undersigned, Scientific Games Corporation, a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to (the "Lender") or its registered assigns at the Funding AmericasOffice specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, LLCon the Revolving Termination Date the principal amount of (a) DOLLARS ($ ), as Administrative Agent Ladies and Gentlemen: Reference is or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to that certain First Lien Term Loan the Borrower pursuant to Section 3.1 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 5.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Revolving Loan. This Note (a) is one of the Revolving Notes referred to in the Credit Agreement dated as of February 3December 19, 2017 2002 (as amended, restated, extended, supplemented and/or or otherwise modified in writing from time to time, the “"Credit Agreement”; the terms defined therein being used herein as therein defined"), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders several banks and other financial institutions or entities from time to time party parties thereto, Bear, Xxxxxxx & Co. Inc., as Lead Arranger, BNY Capital Markets, Inc., as Co-Arranger, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent, and Nomura Corporate Funding Americas, LLCThe Bank of New York, as Administrative Agent Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as Collateral provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, after notice to the Borrower from the Administrative Agent, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. Capitalized terms used but not All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE ASSIGNMENT AND OTHER PROVISIONS OF SECTION 12.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SCIENTIFIC GAMES CORPORATION By: Name: Title: Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Eurocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT I-3 TO CREDIT AGREEMENT FORM OF SWINGLINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York , 2002 FOR VALUE RECEIVED, the undersigned, Scientific Games Corporation, a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to (the "Swingline Lender") or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.3 of the Credit Agreement. The Borrower hereby notifies further agrees to pay interest in like money at such office on the Administrative Agent that unpaid principal amount hereof from time to time outstanding at the rates and on 1 the dates specified in Section 5.5 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the terms Credit Agreement and the date and amount of Section 2.07 each payment or prepayment of principal thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Swingline Loan. This Note (a) is one of the Swingline Notes referred to in the Credit Agreement, dated as of December 19, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Swingline Lender, the several banks and other financial institutions or entities from time to time parties thereto, Bear, Xxxxxxx & Co. Inc., as Lead Arranger, BNY Capital Markets, Inc., as Co-Arranger, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent, and The Bank of New York, as Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, after notice to the Borrower from the Administrative Agent, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE ASSIGNMENT AND OTHER PROVISIONS OF SECTION 12.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SCIENTIFIC GAMES CORPORATION By: Name: Title: Date Amount of Swingline Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By EXHIBIT J TO CREDIT AGREEMENT FORM OF ADDENDUM Reference is made to the Credit Agreement, dated as of December 19, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Scientific Games Corporation, the banks and other financial institutions from time to time parties thereto as Lenders, Bear, Xxxxxxx & Co. Inc., as Lead Arranger, BNY Capital Markets, Inc., as Co-Arranger, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent, and The Bank of New York, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 12.17 of the Credit Agreement, the Borrower intends to prepay undersigned hereby becomes a Lender thereunder having the following Loans as more specifically Commitments set forth below: ☐ Optional prepayment in Schedule 1 hereto, effective as of [Tranche B Term Loans][other Term Loans the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any Class] in number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: same instrument. Delivery of an executed counterpart of a signature page of this notice hereof by fax facsimile transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11hereof.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 subsection 4.7 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan extended by the Lender and the date and amount of each payment or prepayment of principal with respect thereto, the date of each interest rate conversion pursuant to subsection 4.3 of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type Credit Agreement and the principal amount with respect thereto and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate with respect thereto. Each In the absence of manifest error, each such indorsement recordation shall constitute prima PRIMA facie evidence of the accuracy of the information indorsed. The recorded, PROVIDED that the failure of the Lender to make any such indorsement recordation (or any error in any such indorsement recordation) shall not affect the obligations of the Borrower Company in respect of the such Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3________ __, 2017 1996 among Gulfstream Delaware Corporation, a Delaware corporation, the Borrower, the Lender, the other banks, financial institutions and other entities from time to time parties thereto and The Chase Manhattan Bank, as Administrative Agent (as the same may be amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”"CREDIT AGREEMENT"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Credit Documents. Reference is hereby made to the Loan Credit Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were was granted and the rights of the holder of this Note in respect thereof. This Note and the Loans evidenced hereby may be transferred in whole or in part only by registration of such transfer on the register maintained for such purpose by or on behalf of the Company as provided in subsection 11.6(d) of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. GULFSTREAM DELAWARE CORPORATION By: ____________________________ Name: :___________________________ Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS TO REVOLVING CREDIT NOTE LOANS AND REPAYMENTS OF ABR LOANS ----------------------------------------------------------------------------------------------------------------------------------- Date Amount of ABR Loans Amount Converted to ABR Loans Type of Loan Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- HOLDINGS GUARANTEE HOLDINGS GUARANTEE, dated as of February 3October 16, 2017 1996, made by GULFSTREAM AEROSPACE CORPORATION (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein definedthis "Guarantee"), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”"Guarantor"), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLCin favor of THE CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have other financial institutions (the meanings assigned "Lenders") that are parties to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth Agreement described below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.13 of the Credit Agreement. The holder of this Term Note (this “Note”) is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Loan made by the Term Loan Lender pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loansuch Loans. This Note (a) is one of the Notes promissory notes referred to in the First Lien Term Loan Credit Agreement dated as of February December 3, 2017 2020 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, thereto and Alter Domus (US) LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed and secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security guarantee and the guaranteescollateral security, the terms and conditions upon which the guarantee and collateral security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN THIS NOTE, AND ANY PROCEEDING (WHETHER IN TORT, IN CONTRACT, AT LAW OR IN THE CREDIT AGREEMENTEQUITY OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATED TO THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE NOTE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, [Remainder of page intentionally left blank] DART INDUSTRIES INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H E [FORM OF] NOTICE OF PREPAYMENT COMPLIANCE CERTIFICATE Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606 USA Attention of Legal Department and Xxxx Xxxxxx Financial Statement Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: :__________ Reference is made to that certain First Lien the Term Loan Credit Agreement, Agreement dated as of February December 3, 2017 2020 (as amended, restated, extendedamended and restated, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Dart Industries Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, thereto and Nomura Corporate Funding Americas, Alter Domus (US) LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but herein, not otherwise defined herein shall have the meanings assigned to them are used herein as defined in the Credit Agreement. The Borrower undersigned Responsible Officer of [the Borrower][Parent] hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 certifies as of the Agreement, date hereof that he/she is the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment [ ] of [Tranche B Term Loans][other Term Loans the Borrower][Parent], and that, as such, he/she is authorized to execute and deliver this Compliance Certificate on behalf of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARYBorrower][Parent], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions that: [Use following paragraph 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11for fiscal year-end financial statements]

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation continuations thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan evidenced hereby and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure ----- ----- to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3May 5, 2017 1998 (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among Alliance Laundry ---------------- Holdings LLC, the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks and financial institutions or entities from time to time parties thereto, Nomura Corporate Funding AmericasXxxxxx Brothers, LLCInc., as Arranger, Xxxxxx Commercial Paper Inc., as Syndication Agent, and General Electric Capital Corporation, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. ALLIANCE LAUNDRY SYSTEMS LLC By: _______________________________ Name: Title: Schedule A to Tranche B Term Note ------------ LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date ___________________________________________________________________________________________________________________________________ Amount Amount of ABR Loans Base Rate Amount of Base Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance Notation Date Rate Loans Base Rate Loans Base Rate Loans Repaid Eurodollar Loans of ABR Base Rate Loans Notation Made By EXHIBIT G ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ =================================================================================================================================== Schedule B to Tranche B Term Note ------------ LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date ___________________________________________________________________________________________________________________________________ Unpaid Interest Period Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal and Eurodollar Principal of Eurocurrency Eurodollar Loans Repaid Balance of Notation Amount of Eurocurrency Amount Converted Rate with Eurodollar Loans Converted to Eurodollar Made Date Eurodollar Loans to Eurodollar Loans Respect Thereto Repaid Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ =================================================================================================================================== REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF PREPAYMENT Date: [ THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $8,700,000.00 New York, ] To: Nomura Corporate Funding AmericasNew York May 5, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 111998

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3August 6, 2017 2021, among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, and SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”) (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAW RULES) OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, ORGANOGENESIS HOLDINGS INC. By: Name: Title: Schedule A to Tranche B Term Loan Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Loan Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate ABR Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H I [RESERVED] EXHIBIT J FORM OF] OF COLLATERAL INFORMATION CERTIFICATE (Please see attached form) EXHIBIT K FORM OF NOTICE OF PREPAYMENT BORROWING ORGANOGENESIS HOLDINGS INC. Date: [ [_______ ___,] 20[_] TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, ] ToXX 00000 Attention: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11Services Department

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3May 14, 2017 2015 (as amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding INC Research Holdings, Inc., a Delaware corporationcorporation (“Holdings”), Xxxxx Fargo Bank, National Association, as administrative agent, collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the Lender, “Administrative Agent” and the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as “Collateral Agent,” respectively), swingline lender and issuing lender, and the several banks and other financial institutions or entities from time to time parties theretothereto as Lenders, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount [Remainder of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any ClassPage Intentionally Left Blank.]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 subsections 5.2 and 5.4 of the Credit Agreement. The holder of this Note is authorized to indorse record on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Tranche B Term Loan made by it pursuant to the terms of the Credit Agreement and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate with respect thereto. Each such indorsement shall constitute prima facie evidence of ; provided that the accuracy of the information indorsed. The failure to make any such indorsement recordation (or any error in any such indorsement therein) shall not affect the obligations of the Borrower in respect to repay the Tranche B Term Loan under the terms of the Term LoanCredit Agreement or this Note. This Note (a) is one of the Tranche B Term Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3December 10, 2017 1996 (as the same may be amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among the BorrowerGencor Industries, Beacon Holding Inc., a Delaware corporation, as Borrower, the Lender, the other Lenders party banks and financial institutions from time to time parties thereto, Nomura Corporate Funding AmericasCredit Lyonnais New York Branch as the Issuing Bank for the Letters of Credit, LLCand Credit Lyonnais New York Branch, as Administrative Agent and as Collateral Agent, and the other parties theretoagent, (b) is subject to the provisions of the Credit Agreement Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of DefaultDefault (as defined in the Credit Agreement), all principal and all accrued interest amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, The Borrower hereby waive waives presentment, demand, protest and all other notices of any kindkind except as otherwise provided in the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORKYORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF. BJ’S WHOLESALE CLUBGENCOR INDUSTRIES, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower Borrowers further agrees jointly and severally agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.13 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower Borrowers in respect of the Term Loan. This Amended and Substituted Note (a) is one of the Term Notes referred to in the First Lien Term Loan Second Amended and Restated Credit Agreement dated as of February 3December ___, 2017 2009 (as amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporationBorrowers, the Lender, the other Lenders party parties thereto, Nomura Corporate Funding Americas, LLCFifth Third Bank, as Administrative Agent and as Collateral Agent, Fifth Third Bank, as Arranger, and the other parties theretoothers, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred issued pursuant to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3September 7, 2017 2016 (as amended, restated, waived, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Revlon, Inc., a Delaware corporationcorporation (“Holdings”), each of the Lenderfinancial institutions from time to time party thereto (the “Lenders”) and Citibank, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent the administrative agent and as Collateral Agent, and collateral agent for the other parties theretoLenders, (b) is subject to the provisions of the Credit Agreement and Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents Credit Agreement for a description statement of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, all the terms and conditions upon under which the security interests [Insert Tranche of Term Loans] evidenced hereby are made and each guarantee were granted and are to be repaid. In the rights event of any conflict or inconsistency between the holder terms of this Note in respect thereofand the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices of any kindor similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. REVLON CONSUMER PRODUCTS CORPORATION By: Name: Title: Schedule A XXXXXXX X-0 FORM OF REVOLVING NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $____________ _____________ ___, 20___ FOR VALUE RECEIVED, the undersigned, Revlon Consumer Products Corporation, a Delaware corporation (“RCPC”, and, together with any assignee of, or successor by merger to, RCPC’s rights and obligations under the Credit Agreement (as hereinafter defined) as provided therein, the “Borrower”), hereby unconditionally promises to Tranche B pay to _________________ (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement in Dollars and in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.4 of the Credit Agreement, which sum shall be payable on the Revolving Termination Date. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. This Note (a) is one of the Notes issued pursuant to the Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3September 7, 2017 2016 (as amended, restated, extendedwaived, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Clubthe Borrower, Revlon, Inc., a Delaware corporation (“Holdings”), each of the financial institutions from time to time party thereto (the “Lenders”) and Citibank, N.A., as the administrative agent and collateral agent for the Lenders, (b) is subject to the provisions of the Credit Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all the terms and conditions under which the Revolving Loans evidenced hereby are made and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices or similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. REVLON CONSUMER PRODUCTS CORPORATION By: Name: Title: EXHIBIT K FORM OF ABL INTERCREDITOR AGREEMENT See attached. EXHIBIT L-1 FORM OF INCREASE SUPPLEMENT INCREASE SUPPLEMENT, dated as of _____________ ___, 20___, to the Term Credit Agreement, dated as of September 7, 2016 (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Beacon Holding Revlon, Inc., a Delaware corporation (“Holdings”), each of the Lenders financial institutions from time to time party theretothereto (the “Lenders”) and Citibank, and Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent the administrative agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have collateral agent for the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11Lenders.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred evidencing the Term Loans under to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3December 20, 2017 2013 (as amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc.the several banks and other financial institutions or entities from time to time parties thereto as Lenders and JPMORGAN CHASE BANK, a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent administrative agent and as Collateral Agent, and the other parties theretocollateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 3.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency LIBOR Rate Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3April 26, 2017 2013, (as amended, supplemented and/or restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among AUXILIUM INTERNATIONAL CORP., a corporation incorporated under the laws of the province of British Columbia (the “Parent”), the Borrower, Beacon Holding Inc.[ ], a Delaware corporationlimited liability company (“Merger Sub”), the Lenderfinancial institutions or entities from time to time parties to the Credit Agreement as lenders (the “Lenders”), XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the other Lenders party thereto“Administrative Agent”), Nomura Corporate Funding Americasand XXXXXX XXXXXXX SENIOR FUNDING, LLCINC., as Administrative Agent collateral agent (in such capacity, and as together with its successors and assigns in such capacity, the “Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower Borrowers in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3April 27, 2017 2010 (as amended, supplemented and/or amended and restated, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc.Intersil Corporation, a Delaware corporationcorporation (the “Borrower”), Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the Lender“Collateral Agent”), the other Lenders from time to time party thereto, Nomura Corporate Funding AmericasXxxxxx Xxxxxxx Senior Funding, LLCInc., as Administrative Agent and as Collateral Agentadministrative agent (in such capacity, and together with its successors and assigns in such capacity, the other parties thereto“Administrative Agent”), Bank of America, N.A., as syndication agent and U.S. Bank National Association and Xxxxx Fargo Bank, N.A., as co-documentation agents, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBINTERSIL CORPORATION, INC. as Borrower By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [Exhibit F-2 to Credit Agreement FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate Funding AmericasNew York , LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time200 FOR VALUE RECEIVED, the “Credit Agreement”; the terms defined therein being used herein as therein defined)undersigned, among BJ’s Wholesale Club, Inc.Intersil Corporation, a Delaware corporation (the “Borrower”), Beacon Holding Inc.hereby unconditionally promises to pay to (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, a Delaware corporation on the Revolving Termination Date the principal amount of (“Holdings”a) [ ] DOLLARS [($ )], or, if less, (b) the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have aggregate unpaid principal amount of all Revolving Loans of the meanings assigned to them in Lender outstanding under the Credit Agreement. The Borrower hereby notifies further agrees to pay interest in like money at such Funding Office on the Administrative Agent that unpaid principal amount hereof from time to time outstanding at the rates and on 1 the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the terms Credit Agreement and the date and amount of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional each payment or prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g.principal thereof, “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the [Tranche B Term Loans][other Term Loans accuracy of the information absent manifest error. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11Revolving Loan.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 Sections 2.14 and 2.16 of the Credit Agreement. The holder of this Euro Term Note (this “Note”) is authorized to indorse endorse on the schedules schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type date and amount of the Euro Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, and the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the such Euro Term Loan. This Note (a) is one of the Euro Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3October 24, 2017 2005 (as amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among Dxxxx Pet Care Enterprises, Inc., the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCbanks and financial institutions from time to time parties thereto and Lxxxxx Commercial Paper Inc., as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of this Note and the Obligations evidenced hereby in the Register. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest amounts then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT SHALL BE TRANSFERRED EXCEPT PURSUANT TO GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH WITH, THE PROVISIONS OF SECTION 10.04 LAW OF THE STATE OF NEW YORK. DXXXX PET CARE COMPANY By: Name: Title: Schedule A to Euro Term Note LOANS AND REPAYMENTS OF EURIBOR LOANS Amount of Amount of Principal of Unpaid Principal EURIBOR EURIBOR Loans Balance of Notation Date Loans Repaid EURIBOR Loans Made By EXHIBIT H-3 TO CREDIT AGREEMENTAGREEMENT [FORM OF REVOLVING NOTE] REVOLVING NOTE New York, New York , 200_ FOR VALUE RECEIVED, the undersigned, DXXXX PET CARE COMPANY, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of (the “Lender”) at the office of Lxxxxx Commercial Paper Inc., located at 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in the relevant currency and in immediately available funds, on the Revolving Termination Date the unpaid principal amount of all Revolving Loans made or continued by the Lender to the Borrower pursuant to Section 2.4 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Sections 2.14 and 2.16 of the Credit Agreement. The holder of this Revolving Note (this “Note”) is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, currency Type and amount of each Revolving Loan made by the Lender pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of each such Revolving Loan. This Note (a) is one of the Revolving Notes referred to in the Credit Agreement dated as of October 24, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dxxxx Pet Care Enterprises, Inc., the Borrower, the Lender, the other banks and financial institutions from time to time parties thereto and Lxxxxx Commercial Paper Inc., as Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of this Note and the Obligations evidenced hereby in the Register. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. DXXXX PET CARE COMPANY By: Name: Title: Schedule A to Tranche B Term Revolving Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of Unpaid Amount of ABR Loans Principal Amount Principal of Converted to Balance of Amount of Converted to ABR Loans Amount of Principal of Eurodollar ABR Notation Date ABR Loans ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Revolving Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date EURODOLLAR LOAN Interest Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest of Amount Period and Adjusted Principal Eurodollar Unpaid Converted LIBO Rate of Loans Principal Amount of to with Eurodollar Converted Balance of Notation Eurodollar Eurodollar Respect Loans to ABR Eurodollar Made Date Loans Loans Thereto Repaid Loans Loans By Schedule C to Revolving Note LOANS AND REPAYMENTS OF EURIBOR LOANS Amount of Amount of Principal of Eurocurrency Unpaid Principal EURIBOR EURIBOR Loans Balance of Notation Date Loans Repaid Amount of Eurocurrency EURIBOR Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H H-4 TO CREDIT AGREEMENT [FORM OFOF SWINGLINE NOTE] NOTICE OF PREPAYMENT Date: [ SWINGLINE NOTE $ New York, ] To: Nomura Corporate Funding AmericasNew York , LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time200_ FOR VALUE RECEIVED, the “Credit Agreement”; the terms defined therein being used herein as therein defined)undersigned, among BJ’s Wholesale Club, Inc.DXXXX PET CARE COMPANY, a Delaware corporation (the “Borrower”), Beacon Holding hereby unconditionally promises to pay to the order of Lxxxxx Commercial Paper Inc., a Delaware corporation (the “HoldingsLender”) at the office of Lxxxxx Commercial Paper Inc., located at 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in lawful money of the United States of America and in immediately available funds, on the Revolving Termination Date the principal amount of (a) TEN MILLION DOLLARS ($10,000,000), or, if less, (b) the Lenders aggregate unpaid principal amount of all Swingline Loans made by the Lender to the Borrower pursuant to Section 2.6 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time party theretooutstanding at the rates and on the dates specified in Sections 2.14 and 2.16 of the Credit Agreement. The holder of this Swingline Note (this “Note”) is authorized to endorse on the schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof and each continuation thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Swingline Loan. This Note (a) is the Swingline Note referred to in the Credit Agreement dated as of October 24, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dxxxx Pet Care Enterprises, Inc., the Borrower, the Lender, the other banks and Nomura Corporate Funding Americas, LLCfinancial institutions from time to time parties thereto and Lxxxxx Commercial Paper Inc., as Administrative Agent Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as Collateral Agentprovided in the Credit Agreement. Capitalized This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms used but not and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of this Note and the Obligations evidenced hereby in the Register. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. The Borrower hereby notifies THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. DXXXX PET CARE COMPANY By: Name: Title: Schedule A to Swingline Note LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS Amount of Principal Unpaid Principal Amount of of Swingline Loans Balance of Notation Date Swingline Loans Repaid Swingline Loans Made By EXHIBIT I TO CREDIT AGREEMENT [FORM OF LENDER ADDENDUM] LENDER ADDENDUM Reference is made to the Credit Agreement, dated as of October 24, 2005 (as amended, amended and restated, extended, supplemented or otherwise modified or replaced from time to time, the “Credit Agreement”), among Dxxxx Pet Care Enterprises, Inc., Dxxxx Pet Care Company (the “Borrower”), the lenders party thereto from time to time and Lxxxxx Commercial Paper Inc., as Administrative Agent that on 1 pursuant and the Collateral Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the terms Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 2.07 10.20 of the Credit Agreement, the Borrower intends to prepay undersigned hereby becomes a Lender under the following Loans as more specifically Credit Agreement having the Commitments set forth below: ☐ Optional prepayment beneath its signature hereto, effective as of [Tranche B Term Loans][other Term Loans the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any Class] in number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: same instrument. Delivery of an executed counterpart of a signature page of this notice hereof by fax facsimile transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11hereof.

of the Credit Agreement. The Borrower hereby unconditionally further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding from the date hereof, and on any unpaid interest payable hereon, from the date such interest is due hereunder, at the applicable rates per annum and on the dates specified set forth in Section 2.10 2.12 of the Credit AgreementAgreement until such principal amount is paid in full (both before and after judgment). The holder of this Term Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof record the date, Type and amount of the Term Loan and made pursuant to Section 2.6 of the date and amount of Credit Agreement, each payment or prepayment of principal with respect theretocontinuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each continuation payment or prepayment of all or a portion principal thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement , on the schedules annexed hereto and made a part hereof, which recordation shall constitute prima facie PRIMA FACIE evidence of the accuracy of the information indorsed. The so recorded absent manifest error; PROVIDED that failure by the Lender to make any such indorsement recordation (or any error in any such indorsement recordation) on this Term Note shall not affect the obligations of the Borrower in respect of under this Term Note or the Term LoanCredit Agreement. This Term Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3October 21, 2017 1999 (as further amended, supplemented and/or supplemented, waived or otherwise modified from time to time, the “Credit Agreement”"CREDIT AGREEMENT"; terms defined therein being used herein as defined therein), among the Borrower, Beacon Holding Inc.the several banks and other financial institutions parties thereto (including the Lender), a Delaware corporationCanadian Imperial Bank of Commerce, as Issuer, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and CIBC World Markets Corp., as Collateral AgentLead Arranger, and the other parties thereto, (b) is subject entitled to the provisions of the Credit Agreement benefits thereof, and (c) is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable, all as provided therein. This Term Note is secured and guaranteed as provided in the Loan Security Documents. Reference is hereby made to the Loan Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guaranteesobligations secured, the terms and conditions upon which the security interests and each guarantee were interest was granted and the rights of the holder of this Term Note in respect thereof. Upon Payment and performance of this Term Note is guaranteed as set forth in the occurrence Subsidiary Guarantees. The undersigned hereby unconditionally agrees to pay all costs and expenses incurred by the Lender in connection with the enforcement of any one or more of its rights and remedies under the Events of Default, all principal Credit Agreement and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, said Security Documents as provided in the Credit Agreementtherein. All parties now and hereafter liable with respect to this Term Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATION LAW). BJ’S WHOLESALE CLUBAAVID THERMAL TECHNOLOGIES, INC. By: ___________________________ Name: Title: Schedule 97 SCHEDULE A to Tranche B Term Note TO TERM NOTE LOANS, CONVERSIONS AND REPAYMENTS PAYMENTS OF ABR EURODOLLAR LOANS Date ========== =============== ==================== ================ ==================== =============== ============== Amount Amount of ABR of Alternate Base Interest Eurodollar Rate Loans Period and Loans Amount Converted to ABR Loans Eurodollar Converted of Amount of into Rate with into Principal of ABR Eurodollar Eurodollar Respect Alternate Base Repaid or Notation Date Loans Repaid Amount of ABR Made Loans Converted to Eurocurrency Thereto Rate Loans Unpaid Principal Balance of ABR Loans Notation Prepaid Made By EXHIBIT G Schedule by ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- 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---------------- -------------------- --------------- -------------- ========== =============== ==================== ================ ==================== =============== ============== SCHEDULE B to Tranche B Term Note TO TERM NOTE LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS PAYMENTS OF EUROCURRENCY ALTERNATE BASE RATE LOANS Date ========== ==================== ==================== ================ ================ =============== ============== Amount of Eurocurrency Amount of Alternate Eurodollar Base Interest Loans Amount Converted to Eurocurrency Rate Loans Interest Period and Adjusted LIBO Amount of Converted Converted Eurodollar Amount Alternate Base into into Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Alternate Base Eurodollar Respect Principal Balance of Eurocurrency Notation Date Made Rate Loans Notation Loans Thereto Repaid Made By by ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- 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-------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ========== ==================== ==================== ================ ================ =============== ============== EXHIBIT H [C-1 TO CREDIT AGREEMENT FORM OF] OF NOTICE OF PREPAYMENT Date: [ , ] BORROWING To: Nomura Corporate Funding Americas, LLCCanadian Imperial Bank of Commerce, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan for the Lenders under the Credit Agreement, Agreement dated as of February 3October __, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), 1999 among BJ’s Wholesale ClubAavid Thermal Technologies, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”"BORROWER"), the Lenders Lenders, Canadian Imperial Bank of Commerce, as Issuer, the Administrative Agent and CIBC World Markets Corp., as Lead Arranger and Bookrunner (as amended, supplemented or otherwise modified from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreementtime, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11"CREDIT AGREEMENT").

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency LIBOR Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3January 27, 2017 2015 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and Xxxxxx Xxxxxxx Senior Funding, Inc., a Delaware corporationas administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Lender“Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as “Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive waive, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. (signature page follows) THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INCSILICON GRAPHICS INTERNATIONAL CORP. By: Name: Title: Schedule SCHEDULE A to Tranche B Term Note TO NOTE LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency LIBOR Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule SCHEDULE B to Tranche B Term Note TO NOTE LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LIBOR LOANS Date Amount of Eurocurrency LIBOR Loans Amount Converted to Eurocurrency LIBOR Loans Interest Period and Adjusted LIBO LIBOR Rate with Respect Thereto Amount of Principal of Eurocurrency LIBOR Loans Repaid Amount of Eurocurrency LIBOR Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency LIBOR Loans Notation Made By EXHIBIT F FORM OF CLOSING DATE CERTIFICATE [PROVIDED UNDER SEPARATE COVER] EXHIBIT G FORM OF PERFECTION CERTIFICATE [PROVIDED UNDER SEPARATE COVER] EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT DateINTERCOMPANY NOTE Note Number: [ 1 Dated: January 27, ] To: Nomura Corporate Funding Americas2014 FOR VALUE RECEIVED, LLCthe Borrower and each of its Subsidiaries (other than any Subsidiary that has commenced liquidation proceedings permitted by the Credit Agreement (as defined below) and for which a liquidator has been appointed to wind up its assets) (collectively, the “Group Members” and each, a “Group Member”) which is a party to this intercompany note (the “Intercompany Note”) promises to pay to the order of such other Group Member as Administrative Agent Ladies makes loans to such Group Member (each Group Member which borrows money pursuant to this Intercompany Note is referred to herein as a “Payor” and Gentlemen: Reference each Group Member which makes loans and advances pursuant to this Intercompany Note is referred to herein as a “Payee”), on demand, in lawful money of the United States of America, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to that certain First Lien Term Loan such Payor and any other indebtedness now or hereafter owing by such Payor to such Payee as shown in the books and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder. Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement, dated as of February 3January 27, 2017 2015 (as amended, restatedsupplemented, extended, supplemented and/or replaced or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc.SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders several banks and other financial institutions or entities from time to time party theretoparties thereto (the “Lenders”) and XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent (in such capacity, and Nomura Corporate Funding Americastogether with its successors and assigns in such capacity, LLCthe “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”). The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed upon in writing from time to time by the relevant Payor and Payee. Interest shall be due and payable at such times as may be agreed upon in writing from time to time by the relevant Payor and Payee. Upon demand for payment of any principal amount hereof, accrued but unpaid interest on such principal amount shall also be due and payable. Interest shall be paid in immediately available funds. Interest shall be computed as may be agreed upon in writing from time to time by the relevant Payor and Payee. Each Payor and any endorser of this Intercompany Note hereby waives, to the fullest extent permitted by applicable law, presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Intercompany Note has been pledged by each Payee that is a Loan Party to the Collateral Agent, for the benefit of the Secured Parties, as Administrative security for such Payee’s Obligations. Each Payor that is a Loan Party acknowledges and agrees that the Collateral Agent and the other Secured Parties, upon the occurrence and during the continuation of an Event of Default, may exercise all the rights of the Payees under this Intercompany Note and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor. Each Payee agrees that any and all claims of such Payee against any Payor or any endorser of this Intercompany Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the Obligations until the Discharge of the Obligations (as defined in the Guarantee and Collateral Agent. Capitalized terms used but not otherwise defined herein Agreement); provided, that each Payor may make payments to the applicable Payee so long as no Event of Default shall have occurred and be continuing; provided, further, that upon the meanings assigned waiver, remedy or cure of each such Event of Default, so long as no other Event of Default under the Credit Agreement shall have occurred and be then continuing, such payments shall be permitted, including any payment to them in bring any missed payments during the period of such Event of Default current; and provided, further, that all loans and advances made by a Payee pursuant to this Intercompany Note shall be received by the applicable Payor subject to the provisions of the Credit Agreement. The Borrower Notwithstanding any right of any Payee to ask, demand, xxx for, take or receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor (whether constituting part of the security or collateral given to the Collateral Agent or any other Secured Party to secure payment of all or any part of the Obligations or otherwise) shall be and hereby notifies are subordinated to the Administrative rights of the Collateral Agent or any other Secured Party in such assets. Except as expressly permitted by the Credit Agreement, the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until the Discharge of the Obligations. Each Payee agrees that until the Discharge of the Obligations, such Payee will not amend, modify, supplement, waive or fail to enforce any provision of this Intercompany Note. This Intercompany Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Intercompany Note shall inure to the benefit of each Payee and its successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in any other Loan Document or in any such intercompany note or other instrument, this Intercompany Note (i) replaces and supersedes any and all intercompany notes or other instruments which create or evidence any loans or advances made on 1 pursuant or before the date hereof by any Group Member to any other Group Member, and (ii) shall not be deemed replaced, superseded or in any way modified by any intercompany note or other instrument entered into on or after the date hereof which purports to create or evidence any loan or advance by any Group Member to any other Group Member (except any amendments or amendments and restatements of this Intercompany Note made in accordance with the terms of Section 2.07 the Credit Agreement). In the event any one or more of the Agreementprovisions contained in this Intercompany Note should be held invalid, illegal or unenforceable in any respect, the Borrower intends validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). THIS PROMISSORY NOTE AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS PROMISSORY NOTE (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. From time to prepay time after the following Loans date hereof, additional Subsidiaries of the Group Members may become parties hereto (as more specifically set forth below: ☐ Optional prepayment Payor and/or Payee, as the case may be) by executing a counterpart signature page to this Intercompany Note (each additional Subsidiary, an “Additional Party”). Upon delivery of [Tranche B Term Loans][other Term Loans such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any Class] other Payor or Payee hereunder. This Intercompany Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder. This Intercompany Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: same agreement. Delivery of an executed counterpart of a signature page of this notice Intercompany Note by fax transmission facsimile or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this noticeIntercompany Note. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any ClassSignature page follows]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.13 of the Credit Agreement. The holder of this Term Note (this “Note”) is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Loan made by the Term Loan Lender pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loansuch Loans. This Note (a) is one of the Notes promissory notes referred to in the First Lien Term Loan Credit Agreement dated as of February December 3, 2017 2020 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, thereto and Alter Domus (US) LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed and secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security guarantee and the guaranteescollateral security, the terms and conditions upon which the guarantee and collateral security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN THIS NOTE, AND ANY PROCEEDING (WHETHER IN TORT, IN CONTRACT, AT LAW OR IN THE CREDIT AGREEMENTEQUITY OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATED TO THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE NOTE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. [Remainder of page intentionally left blank] TUPPERWARE BRANDS CORPORATION By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H E [FORM OF] NOTICE OF PREPAYMENT COMPLIANCE CERTIFICATE Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor, Chicago, Illinois 60606 USA Attention of Legal Department and Xxxx Xxxxxx Financial Statement Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: :___________ Reference is made to that certain First Lien the Term Loan Credit Agreement, Agreement dated as of February December 3, 2017 2020 (as amended, restated, extendedamended and restated, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc.Tupperware Brands Corporation, a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, thereto and Nomura Corporate Funding Americas, Alter Domus (US) LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but herein, not otherwise defined herein shall have the meanings assigned to them are used herein as defined in the Credit Agreement. The undersigned Responsible Officer of the Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 certifies as of the Agreement, date hereof that he/she is the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class[ ] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] Borrower, and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY]that, as Limited Guarantorsuch, he/she is authorized to execute and deliver this Compliance Certificate on behalf of the Borrower, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions that: [Use following paragraph 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11for fiscal year-end financial statements]

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and the amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes Term Loan Note referred to in the First Lien Term Loan that certain Credit Agreement Agreement, dated as of February 3November 14, 2017 2023, entered into by and among the Borrower and LYNROCK LAKE MASTER FUND LP, as the Lender (as amended, supplemented and/or restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement. THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY MAY BE OBTAINED BY WRITING TO THE NOTICE ADDRESS FOR EDGIO, INC. PURSUANT TO SECTION 10.2 OF THE CREDIT AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENTTRANSFERRED. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB[signature page follows] BORROWER: EDGIO, INC. By: Name: Title: Schedule A to Tranche B Term Loan Note LOANS, CONVERSIONS LOANS AND REPAYMENTS OF ABR TERM LOANS Date Amount of ABR Loans Amount Converted to ABR Term Loans Amount of Principal of ABR Term Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Term Loans Notation Made By Schedule A to Term Loan Note EXHIBIT G Schedule B to Tranche B Term Note LOANSI FORM OF PERFECTION CERTIFICATE (Please see attached form) PERFECTION CERTIFICATE November 14, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: 2023 Reference is hereby made to (i) that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 the date hereof (as amended, restated, extendedamended and restated, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Clubby and between Edgio, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc.and Lynrock Lake Master Fund LP (the “Lender”) and (ii) that certain Guarantee and Collateral Agreement, a Delaware corporation dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “HoldingsSecurity Agreement”), by and among the Lenders from time Borrower, the other Grantors referred to time party thereto, therein and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agentthe Lender. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them such terms in the Security Agreement or the Credit Agreement, as applicable. The As used herein, the term “Companies” means each of the Borrower hereby notifies and the Administrative Agent that on 1 pursuant Grantors. As of the date hereof, after giving effect to the terms of Section 2.07 of the AgreementTransactions, the Borrower intends undersigned hereby certifies to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment Lender, on behalf of [Tranche B Term Loans][other Term Loans of any Class] in itself and the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY]Companies, as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11follows:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.16 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3March 16, 2017 2007 (as amended, restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks and financial institutions or entities from time to time parties thereto, Nomura Corporate Funding Americas, LLCX.X. Xxxxxx Securities Inc. and Xxxxxxx Xxxxx Credit Partners L.P., as Administrative Agent joint lead arrangers and joint book runners, JPMorgan Chase Bank, N.A., as Collateral Agentadministrative agent and Xxxxxxx Xxxxx Credit Partners L.P., and the other parties theretoas syndication agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 9.4 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBGENERAL NUTRITION CENTERS, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate ABR Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [G-2 FORM OFOF REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] NOTICE OF PREPAYMENT Date: New York, New York March [ ], ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time2007 FOR VALUE RECEIVED, the “Credit Agreement”; the terms defined therein being used herein as therein defined)undersigned, among BJ’s Wholesale ClubGeneral Nutrition Centers, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc.hereby unconditionally promises to pay to [ ] (the “Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, a Delaware corporation the principal amount of (“Holdings”a) [ ] DOLLARS ($[ ]), or, if less, (b) the Lenders from time aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agentthe Borrower pursuant to Section 2.4 of the Credit Agreement. Capitalized terms used but not otherwise defined herein The principal amount shall have be paid on the meanings assigned to them date specified in Section 2.12 of the Credit Agreement. The Borrower hereby notifies further agrees to pay interest in like money at such Payment Office on the Administrative Agent that unpaid principal amount hereof from time to time outstanding at the rates and on 1 the dates specified in Section 2.16 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the terms Credit Agreement and the date and amount of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional each payment or prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g.principal thereof, “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the [Tranche B Term Loans][other Term Loans accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Class]] [the consummation of any other transaction permitted by the Revolving Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11Loan.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred issued pursuant to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 37, 2017 2019 (as amended, waived, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party lenders from time to time parties thereto, Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLCN.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and as Collateral AgentIssuing Lender, the several banks and the other parties financial institutions or entities from time to time party thereto, (b) is subject to the provisions of the Credit Agreement and Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents Credit Agreement for a description statement of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, all the terms and conditions upon under which the security interests Term Loans evidenced hereby are made and each guarantee were granted and are to be repaid. In the rights event of any conflict or inconsistency between the holder terms of this Note in respect thereofand the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices of any kindor similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBVET INTERMEDIATE HOLDCO II, INC. LLC By: Name: Title: Schedule A to Tranche B Term Note LOANSXXXXXXX X-0 FORM OF REVOLVING NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANSNew York , CONTINUATIONS20 FOR VALUE RECEIVED, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ the undersigned, ] To: Nomura Corporate Funding AmericasVET INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“Vet Intermediate II”, and, together with any assignee of, or successor by merger to, Vet Intermediate II’s rights and obligations under the Credit Agreement (as Administrative Agent Ladies hereinafter defined) as provided therein, the “Borrower”), hereby unconditionally promises to pay to (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement in Dollars and Gentlemen: Reference in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.4 of the Credit Agreement, which sum shall be payable on the Revolving Termination Date. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. This Note (a) is made one of the Notes issued pursuant to that certain First Lien Term Loan the Credit Agreement, dated as of February 37, 2017 2019 (as amended, restated, extendedwaived, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders several banks and other financial institutions or entities from time to time party thereto, and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLCN.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Issuing Lender, (b) is subject to the provisions of the Credit Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as Collateral Agentprovided in the Credit Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Capitalized Reference is hereby made to the Credit Agreement for a statement of all the terms used but not and conditions under which the Revolving Loans evidenced hereby are made and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices or similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g.THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this noticeAND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 millionVET INTERMEDIATE HOLDCO II, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. LLC By: Name: Title: EXHIBIT I K FORM OF CONSOLIDATING SCHEDULE [FORM OFSee attached.] FIRST LIEN LIMITED RECOURSE GUARANTY Covetrus, Inc. CONDENSED CONSOLIDATED STATEMENTS OF INCOME Covetrus, Inc. Twelve Months Ended December 31, 201 (b) [FORM OFAdditional Parent Entity] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of Twelve Months Ended December 31, 2017 among [RESTRICTED SUBSIDIARY]201 Vet Intermediate Holdco I, as Limited GuarantorLLC Twelve Months Ended December 31, 201 Vet Intermediate Holdco II, LLC Twelve Months Ended December 31, 201 (Unaudited) (Unaudited) (Unaudited) (Amounts in thousands) Revenue Operating costs and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11expenses:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Term Loan Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Loan made pursuant to the Term Loan Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Term SOFR Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term any Loan. This Term Loan Note (a) is one of the Term Loan Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3October 28, 2017 2022 (as amended, restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among Chatham Lodging Trust, a Maryland real estate investment trust, as Guarantor, the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party parties thereto, Nomura Corporate Funding Americas, LLCREGIONS BANK, as Administrative Agent and as Collateral Agent, and the other parties theretoothers, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Term Loan Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were was granted and the rights of the holder of this Term Loan Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. CHAR1\1947344v3 All parties now and hereafter liable with respect to this Term Loan Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS TERM LOAN NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. [Signature Page to Term Loan Note] CHAR1\1947344v3 THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBCHATHAM LODGING, INC. L.P. By: Chatham Lodging Trust, its general partner By: Name: Title: Schedule A to Tranche B Term Loan Credit Note [Signature Page to Term Loan Note] CHAR1\1947344v3 LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Loans [Term SOFR Loans/Daily Simple SOFR]5 Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G 5 Subject to Section 2.15 of the Credit Agreement (Benchmark Replacement) CHAR1\1947344v3 Schedule B to Tranche B Term Loan Credit Note [Signature Page to Term Loan Note] CHAR1\1947344v3 LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS TERM SOFR Date Amount of Eurocurrency Term SOFR Loans Amount Converted to Eurocurrency Term SOFR Loans Interest Period and Adjusted LIBO Term SOFR Rate with Respect Thereto Amount of Principal of Eurocurrency Term SOFR Loans Repaid Amount of Eurocurrency Term SOFR Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Term SOFR Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred issued pursuant to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3August 6, 2017 2019 (as amended, restated, waived, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Revlon, Inc., a Delaware corporationcorporation (“Holdings”), each of the Lenderfinancial institutions or other entities from time to time party thereto (the “Lenders”) and Wilmington Trust, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCNational Association, as Administrative Agent the administrative agent and as Collateral Agent, and collateral agent for the other parties theretoLenders, (b) is subject to the provisions of the Credit Agreement and Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents Credit Agreement for a description statement of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, all the terms and conditions upon under which the security interests [Insert Tranche of Term Loans] evidenced hereby are made and each guarantee were granted and are to be repaid. In the rights event of any conflict or inconsistency between the holder terms of this Note in respect thereofand the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices of any kindor similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. [Remainder of page intentionally left blank] THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. REVLON CONSUMER PRODUCTS CORPORATION By: Name: Title: EXHIBIT I K [RESERVED] EXHIBIT L [RESERVED] EXHIBIT M FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY OF MORTGAGE See attached. MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated as of , 2017 among [RESTRICTED SUBSIDIARY__________], as Limited Guarantor2019 by and from REVLON CONSUMER PRODUCTS CORPORATION, and NOMURA CORPORATE FUNDING AMERICASa Delaware corporation (“Mortgagor”), LLCwhose address is Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, to WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien administrative agent and collateral agent (in such capacity, “Agent”) for the Secured Parties as defined in the Term Loan Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity(defined below), Subrogation having an address at 00 X. Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (Agent, together with its successors and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAWassigns, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11“Mortgagee”).

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.15 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof hereof, or on a continuation thereof which that shall be attached hereto and made a part hereof hereof, the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3October 30, 2017 2003 (as amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”"CREDIT AGREEMENT"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the several other Lenders banks and financial institutions or entities from time to time party thereto, Nomura Corporate Funding Americasas lenders, LLCMerrill Lynch, Pierce Fenner & Smith, Incorporated and Deutsche Banx Xxxxxixxxx Inx., xx Xx-Xxxumexxxxxon Agents, Lehman Commercial Paper Inc., as Syndication Agent, and Lehman Commxxxxxx Paper Inc., as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to subjexx xx the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Agreement NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBSPANISH BROADCASTING SYSTEM, INC. By: ------------------------------------- Name: Title: Schedule SCHEDULE A to Tranche B Term Note LOANS, CONVERSIONS LOANS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANSIF EURODOLLAR AMOUNT OF UNPAID AMOUNT OF AMOUNT OF LOAN, CONTINUATIONS, CONVERSIONS AND REPAYMENTS PRINCIPAL OF EUROCURRENCY PRINCIPAL CONVERSION OF CONTINUATION OF LENGHT OF AMOUNT OF TERM LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE BALANCE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT LOAN TO TRIAL TERM LOAN AS INTEREST NOTATION DATE TYPE TERM LOAN REPAID TERM LOANS ANOTHER TYPE SAME TYPE PERIOD MADE BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11---- ---- --------- ------------ ---------- ------------- ---------------- ----------- -------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------------------------------------------------

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the Type and amount of the Delayed Draw Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency SOFR Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Delayed Draw Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3December 2, 2017 2022 (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc.LANTHEUS HOLDINGS, INC., a Delaware corporation, the Lenderas Holdings, the several banks and other Lenders party theretofinancial institutions or entities from time to time parties thereto and CITIZENS BANK, Nomura Corporate Funding Americas, LLCN.A., as administrative agent and collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the “Administrative Agent Agent” and as the “Collateral Agent, ,” respectively) and the other parties theretoIssuing Lender, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS WITHOUT REGARD TO CONFLICT OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE ANY LAW OTHER THAN THE LAW OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this noticeTHE STATE OF NEW YORK. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any ClassTHE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3[ ], 2017 2008, among the Borrower, the Lenders party thereto, and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11CALIFORNIA.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedabsent manifest error. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3June 30, 2017 2015 (as amended, restated, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc.LANTHEUS HOLDINGS, INC., a Delaware corporationcorporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties thereto (each, a “Lender” and collectively, the other Lenders party thereto“Lenders”), Nomura Corporate Funding AmericasCREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively) and CREDIT SUISSE SECURITIES (USA) LLC, JEFFERIES FINANCE LLC and XXXXX FARGO SECURITIES, LLC, as Administrative Agent joint lead arrangers and as Collateral Agent, and the other parties theretojoint bookrunners, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT, DATED AS OF JUNE 30, 2015 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “ABL INTERCREDITOR AGREEMENT”), BY AND BETWEEN XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ABL AGENT, AND CREDIT SUISSE SECURITIES AG, CAYMAN ISLANDS BRANCH, AS TERM LOAN AGENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS [THE REMAINDER OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any ClassTHIS PAGE IS INTENTIONALLY LEFT BLANK.]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11

of the Credit Agreement. The Borrower further hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or the other Loan Documents, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that, to pay interest the extent permitted by applicable law, all claims in like money at respect of any such office action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. The Borrower, and by accepting this Note, the Lender, agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified judgment or in Section 2.10 of the Credit Agreementany other manner provided by law. The holder of Nothing in this Note is authorized shall affect any right that the Lender may otherwise have to indorse on bring any action or proceeding relating to this Note or the schedules annexed hereto and made a part hereof other Loan Documents against the Borrower, or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount any of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type andits property, in the case courts of Eurocurrency Loansany jurisdiction. The Borrower, and by accepting this Note, the length Lender, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence venue of any suit, action or proceeding arising out of or relating to this Note or the accuracy of the information indorsed. The failure to make any such indorsement or any error other Loan Documents in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes court referred to in the preceding paragraph hereof. The Borrower, and by accepting this Note, the Lender, hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower, and by accepting this Note, the Lender, irrevocably consents to service of process in the manner provided for notices herein. Nothing herein will affect the right of the Lender to serve process in any other manner permitted by law. THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND 1 This paragraph is to be included in Notes issued on the Closing Date to a Continuing Lender. Cleco Corporation Note CERTIFICATIONS IN THIS PARAGRAPH. CLECO CORPORATION By: Name: Title: Cleco Corporation Note SCHEDULE TO NOTE Date Type of Loan Amount of Loan Amount of principal converted, paid or prepaid Interest Rate on Eurodollar Loans Interest Period for Eurodollar Loans Notation Made By Cleco Corporation Note CLECO CORPORATION EXHIBIT E FORM OF COMPLIANCE CERTIFICATE I, ______________, do hereby certify that I am the __________ of Cleco Corporation (the “Borrower”), and that, as such, I am duly authorized to execute and deliver this Compliance Certificate on the Borrower’s behalf pursuant to Section 6.1(c) of the First Lien Term Loan Amended and Restated Credit Agreement Agreement, dated as of February 3June 2, 2017 2006, by and among the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A. and WestLB AG, New York Branch, as syndication agents thereunder, KeyBank National Association, Union Bank of California, N.A., Calyon, New York Branch and CoBank, ACB, as documentation agents thereunder, and The Bank of New York as Administrative Agent (as the same may be amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but herein which are not otherwise defined herein shall have the meanings assigned to them such terms in the Credit Agreement. The Borrower I hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11certify that:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 Sections 2.14 and 2.16 of the Credit Agreement. The holder of this Term Note (this “Note”) is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the such Term Loan. This Note (a) is one of the Term Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3October 24, 2017 2005 (as amended, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among Dxxxx Pet Care Enterprises, Inc., the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCbanks and financial institutions from time to time parties thereto and Lxxxxx Commercial Paper Inc., as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of this Note and the Obligations evidenced hereby in the Register. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest amounts then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. DXXXX PET CARE COMPANY By: Name: Title: Schedule A to Tranche B Dollar Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of Amount of ABR Loans Unpaid Amount Principal of Converted to Principal Notation Amount of Converted to ABR Loans Amount Eurodollar Balance of Principal of Made Date ABR Loans ABR Loans Repaid Amount of Loans ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Dollar Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date EURODOLLAR LOAN Interest Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest of Amount Period and Adjusted Principal Eurodollar Unpaid Converted LIBO Rate with Respect Thereto of Loans Principal Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans to with Eurodollar Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Notation Eurodollar Eurodollar Respect Loans Notation to ABR Eurodollar Made Date Loans Loans Thereto Repaid Loans Loans By EXHIBIT H H-2 TO CREDIT AGREEMENT [FORM OFOF EURO TERM NOTE] NOTICE OF PREPAYMENT Date: [ EURO TERM NOTE € New York, ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11New York ,200_

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse record on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Secured Supplemental Loan made by the Lender pursuant to such Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period and the applicable Eurodollar Rate with respect thereto. Each such indorsement recordation shall constitute prima facie evidence of the accuracy of the information indorsed. The so recorded, provided that the failure to make any such indorsement recordation or any error in any such indorsement recordation shall not affect the obligations of the Borrower in respect of the Term Loanunder such Credit Agreement or this Note. This Note is (a) is one of the Secured Supplemental Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan DocumentsDocuments (subject to, among other things, the intercreditor agreements contained in subsection 9.6 of the Credit Agreement). Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all principal and all accrued interest amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBREMINGTON PRODUCTS COMPANY, INC. L.L.C. By: Name: Title: Schedule A ANNEX III to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted Sixth Amendment EXHIBIT A-5B to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee Form of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III IndemnityUNSECURED SUPPLEMENTAL NOTE $ New York, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAWNew York June ___, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 111999

of the Credit Agreement. The Borrower further agrees to pay interest in like money Dollars at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Third Amended and Restated Credit Agreement Agreement, dated as of February 3March 17, 2017 2011 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the several banks and other Lenders party financial institutions or entities from time to time parties thereto, Nomura Corporate Funding AmericasX.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC, as Administrative Agent joint lead arrangers and joint book-running managers, Xxxxx Fargo Bank, N.A., as Collateral Agentsyndication agent and JPMorgan Chase Bank, and the other parties theretoN.A., as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBMETROPCS WIRELESS, INC. By: Name: Title: Schedule A to Tranche B B-3 Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B B-3 Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [G-4 FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate Funding AmericasNew York , LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time201 FOR VALUE RECEIVED, the “Credit Agreement”; the terms defined therein being used herein as therein defined)undersigned, among BJ’s Wholesale ClubMetroPCS Wireless, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc.hereby unconditionally promises to pay to (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, a Delaware corporation on the Revolving Termination Date, the principal amount of (“Holdings”a) DOLLARS ($ ), or, if less, (b) the Lenders aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in Dollars at such Funding Office on the unpaid principal amount hereof from time to time party outstanding at the rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Revolving Loan. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement, dated as March 17, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, X.X. Xxxxxx Securities LLC and Nomura Corporate Funding AmericasXxxxx Fargo Securities, LLC, as Administrative Agent joint lead arrangers and joint book-running managers, Xxxxx Fargo Bank, N.A., as Collateral Agentsyndication agent and JPMorgan Chase Bank, N.A., as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Capitalized This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms used but not and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g.THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this noticeAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUBMETROPCS WIRELESS, INC. By: Name: Title: Schedule A to Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurodollar Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Schedule B to Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Amount Converted to Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By EXHIBIT I [G-5 FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY OF SWINGLINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York , 201 FOR VALUE RECEIVED, the undersigned, MetroPCS Wireless, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to (the “Swingline Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date, the principal amount of (a) DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.3 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in Dollars at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Swingline Loan. This Note (a) is one of the Notes referred to in the Third Amended and Restated Credit Agreement, dated as of March 17, 2017 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among [RESTRICTED SUBSIDIARY]the Borrower, as Limited Guarantorthe several banks and other financial institutions or entities from time to time parties thereto, X.X. Xxxxxx Securities LLC and NOMURA CORPORATE FUNDING AMERICASXxxxx Fargo Securities, LLC, as joint lead arrangers and joint book-running managers, Xxxxx Fargo Bank, N.A., as syndication agent and JPMorgan Chase Bank, N.A., as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. METROPCS WIRELESS, INC. By: Name: Title: Schedule A to Swingline Note LOANS AND REPAYMENTS OF SWINGLINE LOANS Date Amount of Base Rate Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By EXHIBIT H [RESERVED] EXHIBIT I [RESERVED] EXHIBIT J-1 FORM OF U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Third Amended and Restated Credit Agreement dated as of March 17, 2011, among MetroPCS Wireless, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents and parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 4.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(e)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent Table and the Borrower with a certificate of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11the two calendar years preceding such payments.

of the Credit Agreement. The Borrower further hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or the other Loan Documents, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that, to pay interest the extent permitted by applicable law, all claims in like money at respect of any such office action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. The Borrower, and by accepting this Note, the Lender, agrees that a final judgment in any such action or proceeding shall he conclusive and may be enforced in other jurisdictions by suit on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified judgment or in Section 2.10 of the Credit Agreementlet manner provided by law. The holder of Nothing in this Note is authorized shall affect any right that the Lender may otherwise have to indorse on bring any action or proceeding relating to this Note or the schedules annexed hereto and made a part hereof other Loan Documents against the Borrower, or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount any of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type andits property, in the case courts of Eurocurrency Loansany jurisdiction. The Borrower, and by accepting this Note, the length Lender, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence venue of any suit, action or proceeding arising out of or relating to this Note or the accuracy of the information indorsed. The failure to make any such indorsement or any error other Loan Documents in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes court referred to in the First Lien Term Loan preceding paragraph hereof. The Borrower, and by accepting this Note, the Lender, hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower, and by accepting this Note, the Lender, irrevocably consents to service of process in the manner provided for notices herein. Nothing herein will affect the right of the Borrower to serve process in any other manner permitted by law. THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. XXXX’X CORPORATION By: Name: Title: SCHEDULE TO NOTE Date Type of Loan/Advance Currency Amount Amount of principal converted, paid or prepaid Interest Rate Interest Period Notation Made by KOHL’S EXHIBIT C-1 FORM OF BORROWING REQUEST [_______ __, 201_] Bank of America, N.A., as Administrative Agent 0000 Xxxxxxx Xxxx, Building B Mail Code: CA4-702-02-25 Xxxxxxx, XX 00000-0000 Attention: Xxxxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxxx.x.xxxxxxxx@xxxx.xxx Please select an applicable Swing Line Lender: Bank of America, N.A., as Swing Line Lender (for Dollar Swing Line Loans) 0000 Xxxxxxx Xxxx, Building B Mail Code: CA4-702-02-25 Xxxxxxx, XX 00000-0000 Attention: Xxxxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxxx.x.xxxxxxxx@xxxx.xxx Bank of America, N.A., (Canada branch), as Swing Line Lender (for Canadian Dollar Swing Line Loans) 000 Xxx Xxxxxx, 0xx Xxxxx, Mail Code: 000-000-00-00 Xxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx Attention: Xxxxxx Sales xx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxx.xxxxx_xx_xxxxxxx@xxxx.xxx Xxxxx Fargo Bank, National Association as Swing Line Lender (for Dollar Swing Line Loans) 0000 Xxxxxxxx Mail Code: MAC C7300-059 Xxxxxx, XX 00000 Attention: Xxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: Xxxxx.X.Xxxx@xxxxxxxxxx.xxx U.S. Bank National Association as Swing Line Lender (for Dollar Swing Line Loans and for Canadian Dollar Swing Line Loans) Department: Complex Credits Address: U.S. Bank National Association 000 Xxxx Xxxxxx, XX-XX-XXXX Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: Xxxxxxx_Xxxxxxx_Xxxxxxx@xxxxxx.xxx Reference is made to the Credit Agreement Agreement, dated as of February 3June 23, 2017 2011, among Xxxx’x Corporation (the “Borrower”), the Lenders party thereto, Xxxxx Fargo Bank, National Association and U.S. Bank National Association, as Swing Line Lenders and Issuing Xxxxx, Xxxxxx Xxxxxxx Bank, N.A., as Documentation Agent and Bank of America, N.A., as an Issuing Bank, a Swing Line Lender and the Administrative Agent (as the same may be amended, restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the Capitalized terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms used herein that are defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office the Administrative Agent’s Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.11 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Term Loan Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term any Revolving Credit Loan. This Note (a) is one of the Notes promissory notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3August 16, 2017 2007 (as amended, supplemented and/or otherwise or modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporationthe lenders from time to time party thereto (collectively, the Lender“Lenders”), the other Lenders party theretoand Bank of America, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent and as Collateral Agent, Swing Line Lender and the other parties theretoIssuing Lender, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.7 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. SYMETRA FINANCIAL CORPORATION By: Name: Title: Schedule A to Tranche B Term Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Loans Base Amount Converted to ABR Loans Amount of Principal of ABR Rate Loans Repaid Unpaid Principal Amount of ABR Base Converted to of Base Rate Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Base Notation Date Rate Loans Notation Base Rate Loans Repaid Eurodollar Loans Rate Loans Made By EXHIBIT G Schedule B to Tranche B Term Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Loans Interest Eurodollar Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Loans Unpaid Converted Eurodollar Amount of Converted Principal Amount of to Rate with Respect Thereto Amount of Principal of Eurocurrency to Balance of Eurodollar Eurodollar Respect Eurodollar Base Rate Eurodollar Notation Date Loans Loans Thereto Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [C-2 FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral AgentSWING LINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit AgreementTRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11,200

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Tranche [A][B][C] Term Loan made by the Lender and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The endorsed, provided that the failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations obligation of the Borrower to repay the Tranche [A][B][C] Term Loans (with applicable interest) in respect accordance with the terms of the Term LoanCredit Agreement. This Note (a) is one of the Tranche [A][B][C] Term Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3November 1, 2017 1996 (as the same may be amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”"), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party banks, financial institutions and other entities from time to time parties thereto, Nomura Corporate Funding AmericasMorgxx Xxxnxxx Xxxior Funding, LLCInc., as Documentation Agent, Bankers Trust Company, as Syndication Agent, and The Chase Manhattan Bank, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to 233 2 optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBINTERNATIONAL HOME FOODS, INC. By: Name: By ----------------------------------- Title: 234 Schedule A to Tranche B [A][B][C] Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11Note

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the Type and amount of the Tranche B-2 Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Tranche B-2 Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Second Amended and Restated Credit Agreement Agreement, dated as of February 3November , 2017 2009 (as amended, restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the BorrowerProtection One, Beacon Holding Inc., a Delaware corporationcorporation (“Holdings”), the LenderBorrower, the other several Lenders party theretofrom time to time parties thereto and JPMorgan Chase Bank, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent and as Collateral Agentadministrative agent (in such capacity, and together with its successors in such capacity, the other parties thereto“Administrative Agent”), with X.X. Xxxxxx Securities, Inc., as sole lead arranger and sole book manager, and Bank of America, N.A., as documentation agent (in such capacity, and together with its successors in such capacity, the “Documentation Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBPROTECTION ONE ALARM MONITORING, INC. ., as Borrower By: Name: Title: Schedule A to Tranche B B-2 Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B B-2 Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ REVOLVING NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, ] To: Nomura Corporate Funding AmericasNew York , LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time20 FOR VALUE RECEIVED, the “Credit Agreement”; the terms defined therein being used herein as therein defined)undersigned, among BJ’s Wholesale ClubProtection One Alarm Monitoring, Inc., a Delaware corporation (the “Borrower”), Beacon Holding hereby unconditionally promises to pay to [ ] (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) [ ] DOLLARS ($[ ]), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Revolving Loan. This Note (a) is one of the Notes referred to in the Second Amended and Restated Credit Agreement, dated as of November , 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Protection One, Inc., a Delaware corporation (“Holdings”), the Borrower, the several Lenders from time to time party theretoparties thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, and Nomura Corporate Funding Americastogether with its successors in such capacity, LLCthe “Administrative Agent”), with X.X. Xxxxxx Securities, Inc., as Administrative Agent sole lead arranger and sole book manager, and Bank of America, N.A., as Collateral documentation agent (in such capacity, and together with its successors in such capacity, the “Documentation Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Capitalized This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms used but not and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. PROTECTION ONE ALARM MONITORING, INC., as Borrower By: Name: Title: Schedule A to Revolving Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurodollar Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Schedule B to Revolving Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Amount Converted to Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By FORM OF SWINGLINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] New York, New York , 20 FOR VALUE RECEIVED, the undersigned, Protection One Alarm Monitoring, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to Bear Xxxxxxx Corporate Lending Inc. (the “Swingline Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) [ ] ($[ ]), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.4 of the Credit Agreement, as hereinafter defined. The Borrower hereby notifies further agrees to pay interest in like money at such office on the Administrative Agent that unpaid principal amount hereof from time to time outstanding at the rates and on 1 the dates specified in Section 4.5 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the terms Credit Agreement and the date and amount of Section 2.07 each payment or prepayment of principal thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Swingline Loan. This Note (a) is one of the Notes referred to in the Second Amended and Restated Credit Agreement, dated as of November , 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Protection One, Inc., a Delaware corporation (“Holdings”), the Borrower, the several Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, and together with its successors in such capacity, the “Administrative Agent”) with X.X. Xxxxxx Securities, Inc., as sole lead arranger and sole book manager, and Bank of America, N.A., as documentation agent (in such capacity, and together with its successors in such capacity, the “Documentation Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. PROTECTION ONE ALARM MONITORING, INC., as Borrower By: Name: Title: Schedule A to Swingline Note LOANS AND REPAYMENTS OF SWINGLINE LOANS Date Amount of Swingline Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By EXHIBIT I FORM OF LENDER ADDENDUM Reference is made to the Second Amended and Restated Credit Agreement, dated as of November , 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Protection One, Inc., a Delaware corporation (“Holdings”), Protection One Alarm Monitoring, Inc., a Delaware corporation (the “Borrower”), the several Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, and together with its successors in such capacity, the “Administrative Agent”), with X.X. Xxxxxx Securities, Inc., as sole lead arranger and sole book manager, and Bank of America, N.A., as documentation agent (in such capacity, and together with its successors in such capacity, the “Documentation Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 11.17 of the Credit Agreement, the Borrower intends to prepay undersigned hereby becomes a Lender thereunder having the following Loans as more specifically Commitments set forth below: ☐ Optional prepayment in Schedule 1 hereto, effective as of [Tranche B Term Loans][other Term Loans the Restatement Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any Class] in number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: same instrument. Delivery of an executed counterpart of a signature page of this notice hereof by fax facsimile transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11hereof.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred issued pursuant to in the First Lien Term Loan BrandCo Credit Agreement Agreement, dated as of February 3May 7, 2017 2020 (as amended, restated, waived, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Revlon, Inc., a Delaware corporationcorporation (“Holdings”), each of the Lender, financial institutions or other entities from time to time party thereto (the other Lenders party thereto, Nomura Corporate Funding Americas, “Lenders”) and Jefferies Finance LLC, as Administrative Agent the administrative agent and as Collateral Agent, and each collateral agent for the other parties theretoLenders, (b) is subject to the provisions of the Credit Agreement and Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents Credit Agreement for a description statement of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, all the terms and conditions upon under which the security interests [Insert Tranche of Term Loans] evidenced hereby are made and each guarantee were granted and are to be repaid. In the rights event of any conflict or inconsistency between the holder terms of this Note in respect thereofand the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights.All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, LEGAL_US_E # 148054155.9 guarantor, indorser endorser or otherwise, hereby waive expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices of any kindor similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.6 OF THE CREDIT AGREEMENT. [Remainder of page intentionally left blank] THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. REVLON CONSUMER PRODUCTS CORPORATION By: Name: Title: Schedule A EXHIBIT K [RESERVED] EXHIBIT L-1 FORM OF INCREASE SUPPLEMENT INCREASE SUPPLEMENT, dated as of _____________ ___, 20___, to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan the BrandCo Credit Agreement, dated as of February 3May 7, 2017 2020 (as amended, restated, extendedwaived, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc.Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Beacon Holding Revlon, Inc., a Delaware corporation (“Holdings”), each of the Lenders financial institutions from time to time party thereto, thereto (the “Lenders”) and Nomura Corporate Funding Americas, Jefferies Finance LLC, as Administrative Agent the administrative agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have each collateral agent for the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11Lenders.

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office the Administrative Agent’s Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 2.11 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Term Loan Credit Agreement and the date and amount of each payment or prepayment of principal with respect theretothereof, each continuation thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower in respect of the Term any Revolving Credit Loan. This Note (a) is one of the Notes promissory notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3August 12, 2017 2011 (as amended, restated, extended, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporationthe lenders from time to time party thereto (collectively, the Lender“Lenders”) and Bank of America, the other Lenders party thereto, Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent and as Collateral Agent, Swing Line Lender and the other parties theretoan Issuing Lender, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part prepayments as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan DocumentsCredit Agreement and the Guaranty. Reference is hereby made to the Loan Documents Credit Agreement and the Guaranty for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guaranteesguaranty, the terms and conditions upon which the security interests and each guarantee were guaranty was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 10.7 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKYORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). BJ’S WHOLESALE CLUBWHITE MOUNTAINS INSURANCE GROUP, INCLTD. By: Name: Title: Schedule A to Tranche B Term Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency Eurodollar Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule B to Tranche B Term Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Eurodollar Loans Amount Converted to Eurocurrency Eurodollar Loans Interest Period and Adjusted LIBO Eurodollar Rate with Respect Thereto Amount of Principal of Eurocurrency Eurodollar Loans Repaid Amount of Eurocurrency Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Eurodollar Loans Notation Made By EXHIBIT H [C-2 FORM OF] NOTICE OF PREPAYMENT Date: [ SWING LINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $________________ __________ __, ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 1120___

of the Credit Agreement. The Borrower further hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or the other Loan Documents, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that, to pay interest the extent permitted by applicable law, all claims in like money at respect of any such office action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. The Borrower, and by accepting this Note, the Lender, agrees that a final judgment in any such action or proceeding shall he conclusive and may be enforced in other jurisdictions by suit on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified judgment or in Section 2.10 of the Credit Agreementlet manner provided by law. The holder of Nothing in this Note is authorized shall affect any right that the Lender may otherwise have to indorse on bring any action or proceeding relating to this Note or the schedules annexed hereto and made a part hereof other Loan Documents against the Borrower, or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount any of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type andits property, in the case courts of Eurocurrency Loansany jurisdiction. The Borrower, and by accepting this Note, the length Lender, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence venue of any suit, action or proceeding arising out of or relating to this Note or the accuracy of the information indorsed. The failure to make any such indorsement or any error other Loan Documents in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes court referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the preceding paragraph hereof. The Borrower, Beacon Holding Inc., a Delaware corporationand by accepting this Note, the Lender, hereby irrevocably waives, to the other Lenders party theretofullest extent permitted by applicable law, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agentthe defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to by accepting this Note, whether makerthe Lender, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices irrevocably consents to service of any kind. Unless otherwise defined herein, terms defined process in the Credit Agreement and used manner provided for notices herein. Nothing herein shall have will affect the meanings given right of the Borrower to them serve process in the Credit Agreementany other manner permitted by law. NOTWITHSTANDING ANYTHING THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, HEREBY WAIVES, TO THE CONTRARY CONTAINED HEREIN FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THE CREDIT AGREEMENTBORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT AND ENTER INTO THE LOAN DOCUMENTS TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED WHICH IT IS A PARTY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITHAMONG OTHER THINGS, THE LAW OF THE STATE OF NEW YORKWAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. BJ’S WHOLESALE CLUB, INC. XXXX’X CORPORATION By: Name: Title: Schedule A to Tranche B Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS SCHEDULE TO NOTE Date Type of Loan/Advance Currency Amount Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans principal converted, paid or prepaid Interest Rate Interest Period Notation Made By by KOHL’S EXHIBIT G Schedule B to Tranche B Term Note LOANSC-1 FORM OF BORROWING REQUEST [_______ __, CONTINUATIONS201_] Bank of America, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLCN.A., as Administrative Agent Ladies and Gentlemen000 X Xxxxx Xxxxxx Mail Code: Reference is made to that certain First Lien Term Loan Credit AgreementNC1-001-05-46 Xxxxxxxxx, dated XX 00000 Attention: Xxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxx.x.xxxxxxx@xxxx.xxx Please select an applicable Swing Line Lender: Bank of America, N.A., as Swing Line Lender (for Dollar Swing Line Loans) 000 X Xxxxx Xxxxxx Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxx.x.xxxxxxx@xxxx.xxx Bank of February 3America, 2017 N.A., (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein definedCanada branch), among BJ’s Wholesale Clubas Swing Line Lender (for Canadian Dollar Swing Line Loans) 000 Xxx Xxxxxx, Inc.0xx Xxxxx, a Delaware corporation (the “Borrower”)Mail Code: 000-000-00-00 Xxxxxxx, Beacon Holding Inc.Xxxxxxx, a Delaware corporation (“Holdings”)X0X 0X0 Xxxxxx Attention: Xxxxxx Sales xx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxxx.xxxxx_xx_xxxxxxx@xxxx.xxx Xxxxx Fargo Bank, the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLCNational Association, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the AgreementSwing Line Lender (for Dollar Swing Line Loans) 0000 Xxxxxxxx Mail Code: MAC C7300-059 Xxxxxx, the Borrower intends to prepay the following Loans as more specifically set forth belowXX 00000 Attention: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) Xxxxx Xxxx Telephone: ☐ ABR Loans000-000-0000 Facsimile: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11000-000-0000

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Second Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, Jefferies Finance LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. By: Name: Title: Schedule A to Tranche B Initial Term Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G Schedule B to Tranche B Initial Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate ABR Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, Jefferies Finance LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Second Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, Jefferies Finance LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Initial Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Initial Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST SECOND LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST SECOND LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, JEFFERIES FINANCE LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Second Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 6 Section 4.04 Successors and Assigns 7 8 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 1111 Section 4.15 Keepwell 11 (i) This SECOND LIEN TERM LIMITED RECOURSE GUARANTY, dated as of , 20[ ], is made by [RESTRICTED SUBSIDIARY], a [ ] (“Limited Guarantor”), for the benefit of JEFFERIES FINANCE LLC, as Administrative Agent for the Secured Parties (as defined below). Reference is made to the Second Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, extended, supplemented, amended and restated and/or otherwise modified from time to time, the “Second Lien Credit Agreement”), by and among BEACON HOLDINGS INC., a Delaware corporation (“Holdings”), BJ’S WHOLESALE CLUB, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent for the Lenders. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Second Lien Credit Agreement. Limited Guarantor is an Affiliate of the Borrower and will derive substantial direct and indirect benefits from the extensions of credit to the Borrower pursuant to the Second Lien Credit Agreement and is willing to execute and deliver this Agreement in order to have induced the Lenders to extend such credit. The Intercreditor Agreement governs the relative rights and priorities of the First Lien Term Secured Parties (as defined in the Intercreditor Agreement), the Second Lien Term Secured Parties (as defined in the Intercreditor Agreement) and the ABL Secured Parties (as defined in the Intercreditor Agreement) in respect of the Term Priority Collateral (as defined in the Intercreditor Agreement) and the ABL Priority Collateral (as defined in the Intercreditor Agreement) and with respect to certain other matters as described therein. Accordingly, the parties hereto agree as follows:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof in like money from time to time outstanding from the Effective Date at the rates and on the dates specified in Section 2.10 subsection 4.05 of the Credit Agreement. The holder of this Note Swing Lender is authorized to indorse record the information set forth in subsection 3.03 of the Credit Agreement on the schedules schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each any such indorsement recordation shall constitute prima facie evidence of the accuracy of the information indorsed. The so recorded; provided that the failure of the Swing Lender to make any such indorsement recordation (or any error in any such indorsement recordation) shall not affect the obligations of the Borrower in respect of hereunder or under the Term LoanCredit Agreement. This Note is (a) is one of the Notes Swing Note referred to in the First Lien Term Loan Amended and Restated Credit Agreement Agreement, dated as of February 3November 22, 2017 1995 and amended and restated as of October ____, 1997 (as amended, supplemented and/or or otherwise modified from time to time, the “"Credit Agreement”)", among the Borrower, Beacon Holding Inc., a Delaware corporation, the Swing Lender, the other Lenders party theretofinancial institutions from time to time parties thereto and PNC Bank, Nomura Corporate Funding Americas, LLCNational Association, as Administrative Agent and as Collateral Agent, and the other parties theretoadministrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Credit Documents. Reference is hereby made to the Loan Credit Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security interest and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder Swing Lender in respect of this Note in respect thereofNote. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest amounts then remaining unpaid on this Note shall may become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENTThis Note is made by the Borrower in connection with the Credit Agreement. Any unpaid balance of the indebtedness evidenced by the Original Note remains outstanding as of the Effective Date. Any principal balance of this Note includes the Borrower's indebtedness evidenced by the Original Note and this Note (i) merely re-evidences the indebtedness evidenced by the Original Note, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 OF THE CREDIT AGREEMENT(ii) is not given as payment of the Original Note and (iii) is in no way intended to, or shall, constitute a novation of the Original Note or any obligations of Borrower thereunder. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBWILMINGTON TRUST COMPANY, INC. not in its individual capacity except as expressly stated in the Credit Agreement, but solely as Owner Trustee By: ----------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Schedule A to Tranche B Term Swing Note LOANS, CONVERSIONS LOANS AND REPAYMENTS REPAYMENT OF ABR SWING LOANS Amount of Principal Unpaid Principal Notation Made By Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By ----------------------------------------------------------------------------------------------------------------------------------- ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- ------------------ ---------- --------------------- ----------------------- -------------------- Swing Note EXHIBIT G Schedule B to Tranche B Term Note LOANSFORM OF REVOLVING CREDIT LOAN REQUEST [Date] PNC Bank, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, National Association as Administrative Agent Ladies for the Lenders party to the Credit Agreement referred to below One PNC Plaza, 4th Floor Annex 5th Xxxxxx & Xxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxention: Multi-Bank Loan Administration - Arlexx Xxxxx Xxxecopy (412) 000-0000 Xxdies and Gentlemen: Reference is made The undersigned, Wilmington Trust Company, not in its individual capacity except as expressly stated in the Amended and Restated Credit Agreement, as hereinafter defined, but solely as Owner Trustee (the "Borrower"), refers to that certain First Lien Term Loan the Credit Agreement, dated as of February 3November 22, 2017 1995 and amended and restated as of October ____, 1997 (as amended, restated, extended, modified or supplemented and/or otherwise modified in writing from time to time, the “"Credit Agreement”; ", the capitalized terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders financial institutions from time to time party thereto, thereto (the "Lenders") and Nomura Corporate Funding Americas, LLCyou, as Administrative Agent for such Lenders, and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned hereby gives you notice, irrevocably, pursuant to them in Section 2.02 of the Credit Agreement. The Borrower , that the undersigned hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay makes the following Loans Revolving Credit Loan Request, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as more specifically set forth below: ☐ Optional prepayment required by Section 2.02 of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11:

of the Credit Agreement. The Borrower Borrowers further agrees jointly and severally agree to pay interest in like money at such office Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 4.5 of the Credit Agreement. The holder of this Note is authorized to indorse endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency LIBOR Loans, the length of each Interest Period with respect thereto. Each such indorsement endorsement shall constitute prima facie evidence of the accuracy of the information indorsedendorsed. The failure to make any such indorsement endorsement or any error in any such indorsement endorsement shall not affect the obligations of the Borrower Borrowers in respect of the Term Loan. This Note (a) is one of the Notes referred to in the First Lien Term Loan Credit Agreement Agreement, dated as of February 3June 21, 2017 2012 (as amended, amended and restated, supplemented and/or or otherwise modified from time to time, the “Credit Agreement”), among the BorrowerBorrowers, Beacon Holding the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and Xxxxxx Xxxxxxx Senior Funding, Inc., a Delaware corporationas administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Lender“Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as “Collateral Agent, and the other parties thereto”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive waive, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.04 11.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUB, INC. AIRCELL BUSINESS AVIATION SERVICES LLC By: Name: Title: Schedule GOGO LLC By: Name: Title: GOGO INTERMEDIATE HOLDINGS LLC By: Name: Title: SCHEDULE A to Tranche B Term Note TO NOTE LOANS, CONVERSIONS AND REPAYMENTS OF ABR BASE RATE LOANS Date Amount of ABR Base Rate Loans Amount Converted to ABR Base Rate Loans Amount of Principal of ABR Base Rate Loans Repaid Amount of ABR Base Rate Loans Converted to Eurocurrency LIBOR Loans Unpaid Principal Balance of ABR Base Rate Loans Notation Made By EXHIBIT G Schedule SCHEDULE B to Tranche B Term Note TO NOTE LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LIBOR LOANS Date Amount of Eurocurrency LIBOR Loans Amount Converted to Eurocurrency LIBOR Loans Interest Period and Adjusted LIBO Rate with Respect Thereto Amount of Principal of Eurocurrency LIBOR Loans Repaid Amount of Eurocurrency LIBOR Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency LIBOR Loans Notation Made By EXHIBIT H [F FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made CLOSING DATE CERTIFICATE Pursuant to that certain First Lien Term Loan Section 6.1(g) of the Credit Agreement, dated as of February 3June 21, 2017 2012 (as amended, amended and restated, extended, supplemented and/or or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc.Aircell Business Aviation Services LLC, a Delaware corporation limited liability company (“BA”), Gogo LLC, a Delaware limited liability company (“CA”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (“Holdings” and, together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), Beacon Holding the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and Xxxxxx Xxxxxxx Senior Funding, Inc., a Delaware corporation as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “HoldingsAdministrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have undersigned [INSERT TITLE OF RESPONSIBLE OFFICER] of BA (the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tifCompany”) shall be effective hereby certifies as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11follows:

of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.10 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof record the date, Type and amount of the Additional Tranche C Term Loan and made by the Lender pursuant to subsection 4.4 of the Credit Agreement, the date and amount of each payment or prepayment of principal with respect hereof, and the date of each interest rate conversion or continuation pursuant to subsection 6.2 of the Credit Agreement and the principal amount subject thereto, each conversion of all or on the schedules annexed hereto and made a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each part hereof and any such indorsement recordation shall constitute prima facie evidence of the accuracy information so recorded, provided that the failure of the information indorsed. The failure Lender to make any such indorsement recordation (or any error in any such indorsement recordation) shall not affect the obligations of the Borrower in respect of Company hereunder or under the Term LoanCredit Agreement. This Note (a) is one of the Additional Tranche C Term Loan Notes referred to in the First Lien Term Loan Credit Agreement dated as of February 3, 2017 (as amended, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Beacon Holding Inc., a Delaware corporation, the Lender, the other Lenders party thereto, Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent, and the other parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreementtherein. This Note is secured and guaranteed as provided in the Loan DocumentsSecurity Documents and the Guarantees. Reference is hereby made to the Loan Security Documents and the Guarantees for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests interest and each guarantee were was granted and the rights of the holder of this Note in respect thereof. The undersigned agrees to pay all costs and expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement, this Note, the Security Documents and each other Credit Document. Upon the occurrence of any one or more of the Events of DefaultDefault specified in the Credit Agreement, all principal and all accrued interest amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, in each case, payable all as provided in the Credit Agreementtherein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.04 TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK. BJ’S WHOLESALE CLUBSTAR MARKETS COMPANY, INC. ., By: Name: :_____________________________ Title: Schedule A to Additional Tranche B C Term Loan Note LOANS, CONVERSIONS -------------- ALTERNATE BASE RATE LOANS AND REPAYMENTS OF ABR ALTERNATE BASE RATE LOANS Date ------------------------------------------- Unpaid Amount Principal Amount of ABR Loans Amount Converted to ABR Loans Amount Balance of Alternate Alternate Amount of Converted to Alternate Base Rate Base Rate Principal of ABR Eurodollar Base Rate Notation Date Loans Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By EXHIBIT G ----------------------------------------------------------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Schedule B to Additional Tranche B C Term Loan Note LOANS, CONTINUATIONS, CONVERSIONS -------------- EURODOLLAR LOANS AND REPAYMENTS OF EUROCURRENCY EURODOLLAR LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans ---------------------------------- Interest Period and Adjusted LIBO Amount Unpaid Amount Eurodollar Converted Principal Amount of Converted to Rate with Respect Thereto Amount of to Alternate Balance of Eurodollar Eurodollar Respect Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Eurodollar Date Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By Thereto Repaid Loans Loans ------------------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- EXHIBIT H [FORM OF] NOTICE OF PREPAYMENT Date: [ , ] To: Nomura Corporate Funding Americas, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, extended, supplemented and/or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto, and Nomura Corporate Funding Americas, LLC, as Administrative Agent and as Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower hereby notifies the Administrative Agent that on 1 pursuant to the terms of Section 2.07 of the Agreement, the Borrower intends to prepay the following Loans as more specifically set forth below: ☐ Optional prepayment of [Tranche B Term Loans][other Term Loans of any Class] in the following amount(s) : ☐ ABR Loans: $ 2 ☐ Eurocurrency Loans: $ 3 Applicable Interest Period: Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. [This notice is conditioned upon the [refinancing of all or a portion of the [Tranche B Term Loans][other Term Loans of any Class]] [the consummation of any other transaction permitted by the Credit Agreement] and shall be revocable by the Borrower if such refinancing or transaction is not consummated.]4 1 Specify date of such prepayment. 2 Any prepayment of ABR Loans shall be in an aggregate principal amount that is an integral multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 3 Any prepayment of Eurocurrency Loans shall be in in an aggregate principal amount that is an integral 4 multiple of $1.0 million and not less than $5.0 million, or, if less, the amount outstanding. 4 Include if applicable. EXHIBIT H BJ’S WHOLESALE CLUB, INC. By: Name: Title: EXHIBIT I [FORM OF] FIRST LIEN LIMITED RECOURSE GUARANTY [FORM OF] FIRST LIEN TERM LIMITED RECOURSE GUARANTY dated as of , 2017 among [RESTRICTED SUBSIDIARY], as Limited Guarantor, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 Section 1.01 First Lien Credit Agreement Definitions 1 Section 1.02 Other Defined Terms 1 ARTICLE II Limited Guarantee 2 Section 2.01 Limited Guarantee 2 Section 2.02 Guarantee of Payment; Limited Recourse 2 Section 2.03 No Limitations 3 Section 2.04 Reinstatement 4 Section 2.05 Agreement To Pay; Subrogation 4 Section 2.06 Information 5 ARTICLE III Indemnity, Subrogation and Subordination 5 ARTICLE IV Miscellaneous 5 Section 4.01 Notices 5 Section 4.02 Waivers; Amendment 5 Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification 7 Section 4.04 Successors and Assigns 7 Section 4.05 Survival of Agreement 8 Section 4.06 Counterparts; Effectiveness; Several Agreement 8 Section 4.07 Severability 8 Section 4.08 GOVERNING LAW, ETC. 9 Section 4.09 WAIVER OF RIGHT D OPINIONS TO TRIAL BY JURY 9 Section 4.10 Headings 10 Section 4.11 Obligations Absolute 10 Section 4.12 Termination or Release 10 Section 4.13 Recourse; Limited Obligations 11 Section 4.14 Intercreditor Agreement 11BE COVERED