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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                 )                          
                                                            
                                 )                          
     In the Matter of                File No. EB-07-RK-007  
                                 )                          
     BJ's Wholesale Club, Inc.       Acct. No. 0832460005   
                                 )                          
     Natick, MA                      FRN #0004895405        
                                 )                          
                                                            
                                 )                          


                                     ORDER

   Adopted: June 10, 2008 Released: June 12, 2008

   By the Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and BJ's Wholesale Club,
       Inc. ("BJ's"). The Consent Decree terminates an investigation by the
       Bureau against BJ's for possible violations of Section 15.117(k) of
       the Commission's Rules regarding the labeling of television receiving
       equipment that contains an analog broadcast television tuner but does
       not contain a digital broadcast television tuner.

    2. The Bureau and BJ's have negotiated the terms of the Consent Decree
       that resolve this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether BJ's possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended, and Sections 0.111 and 0.311
       of the Commission's Rules, the Consent Decree attached to this Order
       IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that BJ's Wholesale Club, Inc. shall make its
       voluntary contribution to the United States Treasury, as specified in
       the Consent Decree, by mailing a check or similar instrument payable
       to the order of the Federal Communications Commission, to Federal
       Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.
       Payment by overnight mail may be sent to U.S. Bank - Government
       Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
       63101. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank TREAS/NYC, and account number 27000001. For payment by
       credit card, an FCC Form 159 (Remittance Advice) must be submitted.
        When completing the FCC Form 159, enter the NAL/Account number in
       block number 23A (call sign/other ID), and enter the letters "FORF" in
       block number 24A (payment type code). BJ's shall also send electronic
       notification on the date said payment is made to SCR-Response@fcc.gov.

    8. IT IS FURTHER ORDERED that BJ's Wholesale Club, Inc. will file reports
       with the Commission ninety days after the Effective Date and on July
       9, 2009. Each report shall include a compliance certificate from an
       officer, as an agent of BJ's, stating that the officer has personal
       knowledge that BJ's  has established operating procedures intended to
       ensure compliance with this Consent Decree, together with an
       accompanying statement explaining the basis for the officer's
       compliance certification. All reports shall be submitted to Kathryn S.
       Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau,
       Federal Communications Commission, 445 12th Street, S.W., Washington,
       D.C. 20554 and by e-mail at Kathy.Berthot@fcc.gov.

    9. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to BJ's Wholesale Club, Inc., Lon F. Povich, EVP, General
       Counsel & Secretary, One Mercer Rd, PO Box 9501, Natick, MA
       01760-9601.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                 )                          
                                                            
                                 )                          
                                                            
     In the Matter of            )   File No. EB-07-RK-007  
                                                            
     BJ's Wholesale Club, Inc.   )   Acct. No. 0832460005   
                                                            
     Natick, MA                  )   FRN #0004895405        
                                                            
                                 )                          
                                                            
                                 )                          


                                 CONSENT DECREE

   The Enforcement Bureau and BJ's Wholesale Club, Inc. ("BJ's"), by their
   authorized representatives, hereby enter into this Consent Decree for the
   purpose of terminating the Enforcement Bureau's Investigation into BJ's'
   compliance with the Federal Communications Commission's regulations in 47
   C.F.R. S: 15.117(k) regarding the labeling of television receiving
   equipment that contains an analog broadcast television tuner but does not
   contain a digital broadcast television tuner.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Adopting Order" means an order of the Bureau adopting this Consent
       Decree.

    c. "Analog-only television receiving equipment" means television
       receiving equipment that contains an analog broadcast television tuner
       but does not contain a digital broadcast television tuner.

    d. "BJ's" means BJ's Wholesale Club, Inc. and its
       predecessors-in-interest and successors-in-interest.

    e. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    f. "Citations" means the citations issued by Bureau or the Commission
       between May 29, 2007, and the Effective Date alleging violations by
       BJ's of Section 15.117(k) of the Commission's Rules.

    g. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    h. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    i. "Investigation" means the investigation initiated by the Bureau
       regarding BJ's' compliance through the Effective Date with Section
       15.117(k) of the Commission's Rules regarding the labeling of
       television receiving equipment that contains an analog broadcast
       television tuner but does not contain a digital broadcast television
       ("DTV") tuner.

    j. "Parties" means BJ's and the Bureau.

    k. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

   II. BACKGROUND

    2. To ensure that consumers do not inadvertently buy analog-only
       television receiving equipment without understanding that such devices
       will not be capable of receiving off-the-air television reception of
       digital signals after analog broadcasting ends unless connected to a
       digital-to-analog converter or a digital subscription service, the
       Commission adopted rules requiring  anyone that sells, offers for
       sale, or rents television receiving equipment that does not contain a
       DTV tuner to display a Consumer Alert at the point of sale. This
       requirement also applies to the sale or rent of analog-only television
       receiving equipment via direct mail, catalog, or electronic means
       (e.g., the Internet). These requirements are contained in Section
       15.117(k) of the Rules, which became effective on May 25, 2007.

    3. Section 15.117(k)(3) of the Rules requires that the Consumer Alert
       contain the following language:


                                   CONSUMER ALERT                            
                                                                             
         This television receiver has only an analog broadcast tuner and     
         will require a converter box after February 17, 2009, to receive    
         over-the-air broadcasts with an antenna because of the Nation's     
         transition to digital broadcasting. Analog-only TVs should          
         continue to work as before with cable and satellite TV services,    
         gaming consoles, VCRs, DVD players, and similar products. For more  
         information, call the Federal Communications Commission at          
         1-888-225-5322 (TTY: 1-888-835-5322) or visit the Commission's      
         digital television website at: www.dtv.gov.                         


       The Consumer Alert must be in a size of type large enough to be clear,
       conspicuous and readily legible, consistent with the dimensions of the
       equipment and the label. The alert either must be printed on a
       transparent material and affixed to the screen, in a manner that is
       removable by the consumer and does not obscure the picture when
       displayed for sale, or displayed separately immediately adjacent to
       each television receiver offered for sale and clearly associated with
       the analog-only model to which it pertains. In the case of other
       analog-only video devices that do not include a display (e.g., VCRs,
       DVD players), the Consumer Alert must be in a prominent location on
       the device, such as on the top or front, or displayed separately
       immediately adjacent to and clearly associated with the analog-only
       model to which it pertains. To the extent that any persons display or
       offer for sale or rent via direct mail, catalog, or electronic means
       analog-only television receiving equipment, they must prominently
       display the Consumer Alert as part of all advertisements or
       descriptions of such television receiving equipment, in clear and
       conspicuous print, and in close proximity to any images or
       descriptions of such equipment.

         4. Immediately after the rule became effective, the Bureau began
            inspecting hundreds of stores throughout the country, as well as
            dozens of popular retailer websites, and observed many models of
            analog-only television receiving equipment on display without the
            required Consumer Alert labels. Beginning on or about May 29,
            2007, the Bureau conducted inspections at multiple BJ's stores.
            Based on those inspections, and relying on publicly available
            information, the Bureau issued a Citation to BJ's for alleged
            violations of Section 15.117(k) at one of its stores. After
            affording BJ's a reasonable opportunity to respond to the
            Citation, agents and investigators from the Enforcement Bureau
            inspected BJ's stores in various states and observed, in stores
            what appeared to them to be television receiving equipment with
            analog-only tuners on display apparently without the required
            Consumer Alert labels.

       III. TERMS OF AGREEMENT

         5. Adopting Order. The Parties agree that the provisions of this
            Consent Decree shall be subject to final approval by the Bureau
            by incorporation of such provisions by reference in the Adopting
            Order without change, addition, modification, or deletion.

         6. Jurisdiction. BJ's agrees that the Bureau has jurisdiction over
            it and the matters contained in this Consent Decree and has the
            authority to enter into and adopt this Consent Decree.

         7. Effective Date; Violations. The Parties agree that this Consent
            Decree shall become effective on the date on which the Bureau
            releases the Adopting Order. Upon release, the Adopting Order and
            this Consent Decree shall have the same force and effect as any
            other Order of the Bureau. Any violation of the Adopting Order or
            of the terms of this Consent Decree shall constitute a separate
            violation of a Bureau Order, entitling the Bureau to exercise any
            rights and remedies attendant to the enforcement of a Commission
            Order.

         8. Termination of Investigation. In express reliance on the
            covenants and representations in this Consent Decree and to avoid
            further expenditure of public resources, the Bureau agrees to
            terminate its Investigation. In consideration for the termination
            of said Investigation, BJ's agrees to the terms, conditions, and
            procedures contained herein. The Bureau further agrees that in
            the absence of new material evidence, the Bureau will not use the
            facts developed in this Investigation through the Effective Date
            of the Consent Decree, or the existence of this Consent Decree,
            to institute, on its own motion, any new proceeding, formal or
            informal, or take any action on its own motion against BJ's
            concerning the matters that were the subject of the
            Investigation. The Bureau also agrees that it will not use the
            facts developed in this Investigation through the Effective Date
            of this Consent Decree, or the existence of this Consent Decree,
            to institute on its own motion any proceeding, formal or
            informal, or take any action on its own motion against BJ's with
            respect to BJ's' basic qualifications, including its character
            qualifications, to hold Commission authorizations.

         9. Consumer Education Regarding the Digital Transition. BJ's agrees
            that it will take the following actions to educate consumers
            about the upcoming transition for over-the-air broadcasting from
            analog programming to digital programming schedule for completion
            by February 17, 2009. The requirements of this paragraph will
            expire February 17, 2009.

         A. Within thirty (30) days of the Effective Date, BJ's will include
            references to the FCC's DTV transition website (www.dtv.gov) on
            BJ's web site's general welcome screen and television welcome
            screen.

         B. Within thirty (30) days of the Effective Date, or the date it
            receives an electronic copy of a sample pamphlet from the Bureau,
            whichever is later, BJ's will provide prominent in-store signage
            in the consumer electronics section in each of its stores in
            addition to Section 15.117(k) notices to further educate
            consumers about the DTV transition. Such signage shall include
            the offering of a DTV "tip sheet" made available by the Bureau.
            In the event that the Commission or its designee notifies BJ's
            that the DTV tip sheet has been updated, BJ's  will begin using
            the revised tip sheet within 30 days of its being made available
            to retailers.

        10. Termination of Sales of Analog-Only Televisions. BJ's has
            permanently terminated all domestic retail sales of analog-only
            televisions.

        11. Participation in the NTIA  Digital-to-Analog Converter Box Coupon
            Program. BJ's has agreed to participate in the Coupon Eligible
            Converter Box Program (the "CECB Program") developed by the U.S.
            Department of Commerce's National Telecommunications and
            Information Administration ("NTIA") by offering digital-to-analog
            converters through its stores that sell televisions. BJ's will
            participate in the program as follows:

         A. BJ's will train member services desk staff regarding the CECB
            Program;

         B. BJ's has ordered converter boxes for its stores and has them on
            sale for customers;

         C. BJ's retains the discretion to determine the number of boxes to
            be delivered to individual stores, based on anticipated customer
            demand; and

         D. BJ's will continue to sell converter boxes until such time as,
            based on its reasonable judgment, reimbursement payments to BJ's
            are no longer likely to be forthcoming;

        12. Compliance Reports. BJ's will file compliance reports with the
            Commission ninety (90) days after the Effective Date and July 9,
            2009. Each compliance report shall include a compliance
            certificate from an officer, as an agent of BJ's, stating that
            the officer has personal knowledge that BJ's  has established
            operating procedures intended to ensure compliance with this
            Consent Decree, together with an accompanying statement
            explaining the basis for the officer's compliance certification.
            All compliance reports shall be submitted to Kathryn S. Berthot,
            Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
            Communications Commission, 445 12th Street, S.W., Washington,
            D.C. 20554 and by e-mail at Kathy.Berthot@fcc.gov.

        13. Termination Date. Unless stated otherwise,  the requirements of
            this Consent Decree will expire July 9, 2009.

        14. Voluntary Contribution. BJ's agrees that it will make a voluntary
            contribution to the United States Treasury in the amount of
            twenty thousand dollars ($20,000). The payment will be made
            within thirty (30) calendar days after the Effective Date of the
            Adopting Order. The payment must be made by check or similar
            instrument, payable to the order of the Federal Communications
            Commission. The payment must include the NAL/Account Number and
            FRN Number referenced in the caption to the Adopting Order.
            Payment by check or money order may be mailed to Federal
            Communications Commission, P.O. Box 979088, St. Louis, MO
            63197-9000. Payment by overnight mail may be sent to U.S. Bank -
            Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza,
            St. Louis, MO 63101. Payment by wire transfer may be made to ABA
            Number 021030004, receiving bank TREAS/NYC, and account number
            27000001. For payment by credit card, an FCC Form 159 (Remittance
            Advice) must be submitted.  When completing the FCC Form 159,
            enter the NAL/Account number in block number 23A (call sign/other
            ID), and enter the letters "FORF" in block number 24A (payment
            type code). BJ's shall also send electronic notification on the
            date said payment is made to Diane Law-Hsu, Regional Counsel,
            South Central Region, at SCR-Response@fcc.gov.

        15. Waivers. BJ's waives any and all rights it may have to seek
            administrative or judicial reconsideration, review, appeal or
            stay, or to otherwise challenge or contest the validity of this
            Consent Decree and the Adopting Order, provided the Bureau issues
            the Adopting Order without change, addition, modification, or
            deletion. BJ's shall retain the right to challenge Commission
            interpretation of the Consent Decree or any terms contained
            herein. If either Party (or the United States on behalf of the
            Commission) brings a judicial action to enforce the terms of the
            Adopting Order, neither BJ's nor the Commission shall contest the
            validity of the Consent Decree or the Adopting Order, and BJ's
            shall waive any statutory right to a trial de novo. BJ's hereby
            agrees to waive any claims it may otherwise have under the Equal
            Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et
            seq., relating to the matters addressed in this Consent Decree.

        16. Severability. The Parties agree that if any of the provisions of
            the Adopting Order or the Consent Decree shall be invalid or
            unenforceable, such invalidity or unenforceability shall not
            invalidate or render unenforceable the entire Adopting Order or
            Consent Decree, but rather the entire Adopting Order or Consent
            Decree shall be construed as if not containing the particular
            invalid or unenforceable provision or provisions, and the rights
            and obligations of the Parties shall be construed and enforced
            accordingly. In the event that this Consent Decree in its
            entirety is rendered invalid by any court of competent
            jurisdiction, it shall become null and void and may not be used
            in any manner in any legal proceeding.

        17. Subsequent Rule or Order. The Parties agree that if any provision
            of the Consent Decree conflicts with any subsequent rule or Order
            adopted by the Commission (except an Order specifically intended
            to revise the terms of this Consent Decree to which BJ's does not
            expressly consent) that provision will be superseded by such
            Commission rule or Order.

        18. Successors and Assigns. BJ's agrees that the provisions of this
            Consent Decree shall be binding on its successors, assigns, and
            transferees.

        19. Final Settlement. The Parties agree and acknowledge that this
            Consent Decree shall constitute a final settlement between the
            Parties. The Parties further agree that this Consent Decree does
            not constitute either an adjudication on the merits or a factual
            or legal finding or determination regarding any compliance or
            noncompliance with the requirements of the Act or the
            Commission's Rules and Orders. The Parties agree that this
            Consent Decree is for settlement purposes only and that by
            agreeing to this Consent Decree, BJ's  does not admit or deny
            noncompliance, violation or liability for violating the Act or
            Rules in connection with the matters that are the subject of this
            Consent Decree.

        20. Modifications. This Consent Decree cannot be modified without the
            advance written consent of both Parties.

        21. Paragraph Headings. The headings of the Paragraphs in this
            Consent Decree are inserted for convenience only and are not
            intended to affect the meaning or interpretation of this Consent
            Decree.

        22. Authorized Representative. Each Party represents and warrants to
            the other that it has full power and authority to enter into this
            Consent Decree.

        23. Counterparts. This Consent Decree may be signed in any number of
            counterparts (including by facsimile), each of which, when
            executed and delivered, shall be an original, and all of which
            counterparts together shall constitute one and the same fully
            executed instrument.

       ________________________________

       Kris Anne Monteith

       Chief

       Enforcement Bureau

       ________________________________

       Date

       ________________________________

       Lon F. Povich

       Executive Vice President, General Counsel and Secretary

       BJ's Wholesale Club, Inc.

       ________________________________

       Date

       47 U.S.C. S: 154(i).

       47 C.F.R. S:S: 0.111, 0.311.

       Second Periodic Review of the Commission's Rules and Policies
       Affecting the Conversion To Digital Television, Second Report and
       Order, 22 FCC Rcd 8776 (2007) ("Second DTV Periodic Report and
       Order").

       Second Periodic Review in the Commission's Rules and Policies
       Affecting the Conversion to Digital Television, 72 Fed. Reg. 28894-01
       (May 23, 2007).

       Federal Communications Commission DA 08-1380

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       Federal Communications Commission DA 08-1380

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                  Federal Communications Commission DA 08-1380

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                  Federal Communications Commission DA 08-1380