EXHIBIT "A" TO
FIRST AMENDMENT TO
Indemnification Agreement dated as of April 18, 1997 by and between The TJX Companies, Inc., a Delaware
corporation (f/k/a Zayre Corp.) ("TJX"), and BJ's Wholesale Club, Inc., a Delaware corporation ("BJ's"). TJX
and BJ's are referred to collectively herein as the "Parties."
WHEREAS, Waban Inc. ("Waban") and TJX are signatories to a Distribution Agreement, dated as of May 1,
1989 (as amended on April 18, 1997, the "Distribution Agreement"), pursuant to which, among other things,
Waban agreed to indemnify TJX for certain Waban Liabilities (as defined in the Distribution Agreement).
WHEREAS, Waban has stated its intention of consummating a transaction providing for (i) the transfer by
Waban of the assets of its BJ's Wholesale Club division to BJ's, a newly-formed subsidiary of Waban, and (ii)
the subsequent transfer, through the declaration and distribution of a special dividend (the "Distribution"), of the
stock of BJ's to the stockholders of Waban (the "Spinoff").
WHEREAS, the Parties desire to enter into this indemnification agreement to provide for BJ's indemnification of
TJX for certain Waban Liabilities (as defined in the Distribution Agreement), effective upon the date on which the
Distribution is made to Waban's stockholders (the "Effective Date").
Now, therefore, in consideration of the premises and the mutual promises and covenants contained herein, the
Parties agree as follows.
1. Definitions. Capitalized terms not defined herein shall have the meanings ascribed to them in the Distribution
Any references on or after the Effective Date to Waban shall be construed to include HomeBase, Inc.
1.01 "Applicable Credits" shall have the meaning set forth in section 7 hereof.
1.02 "BJ's" shall have the meaning set forth in the recitals hereof.
1.03 "BJ's Control Period" shall have the meaning set forth in section 4 hereof.
1.04 "BJ's Lease" shall mean any lease or sub