SC 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

BJ’s Wholesale Club, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

05548J106

(CUSIP Number)

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2010

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05548J 10 6 Schedule 13D Page 2 of 15 Pages

(1)	Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors V, L.P.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  x        (b)   ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     BK
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):			¨
(6)	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     5,100,000 (includes Shares underlying call options; see Item 5)
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     5,100,000 (includes Shares underlying call options; see Item 5)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person:     5,100,000 (includes Shares underlying call options; see Item 5)
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):			¨
(13)	Percent of Class Represented by Amount in Row (11):     9.5% beneficial ownership of the voting stock based upon 53,831,603 shares of Common Stock     outstanding as reported in the Issuer’s 10-Q for the quarter ended May 1, 2010.
(14)	Type of Reporting Person (See Instructions):     PN

CUSIP No. 05548J 10 6 Schedule 13D Page 3 of 15 Pages

(1)	Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors Side V, L.P.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  x        (b)   ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     BK
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):			¨
(6)	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     5,100,000 (includes Shares underlying call options; see Item 5)
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     5,100,000 (includes Shares underlying call options; see Item 5)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person:     5,100,000 (includes Shares underlying call options; see Item 5)
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):			¨
(13)	Percent of Class Represented by Amount in Row (11):     9.5% beneficial ownership of the voting stock based upon 53,831,603 shares of Common Stock     outstanding as reported in the Issuer’s 10-Q for the quarter ended May 1, 2010.
(14)	Type of Reporting Person (See Instructions):     PN

CUSIP No. 05548J 10 6 Schedule 13D Page 4 of 15 Pages

(1)	Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): GEI Capital V, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)   ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     AF
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):			¨
(6)	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     5,100,000 (includes Shares underlying call options; see Item 5)
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     5,100,000 (includes Shares underlying call options; see Item 5)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person:     5,100,000 (includes Shares underlying call options; see Item 5)
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):			¨
(13)	Percent of Class Represented by Amount in Row (11):     9.5% beneficial ownership of the voting stock based upon 53,831,603 shares of Common Stock     outstanding as reported in the Issuer’s 10-Q for the quarter ended May 1, 2010.
(14)	Type of Reporting Person (See Instructions):     OO (Limited Liability Company)

CUSIP No. 05548J 10 6 Schedule 13D Page 5 of 15 Pages

(1)	Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green V Holdings, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)   ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     AF
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):			¨
(6)	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     5,100,000 (includes Shares underlying call options; see Item 5)
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     5,100,000 (includes Shares underlying call options; see Item 5)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person:     5,100,000 (includes Shares underlying call options; see Item 5)
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):			¨
(13)	Percent of Class Represented by Amount in Row (11):     9.5% beneficial ownership of the voting stock based upon 53,831,603 shares of Common Stock     outstanding as reported in the Issuer’s 10-Q for the quarter ended May 1, 2010.
(14)	Type of Reporting Person (See Instructions):     OO (Limited Liability Company)

CUSIP No. 05548J 10 6 Schedule 13D Page 6 of 15 Pages

(1)	Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Leonard Green & Partners, L.P.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)   ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     AF
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):			¨
(6)	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     5,100,000 (includes Shares underlying call options; see Item 5)
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     5,100,000 (includes Shares underlying call options; see Item 5)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person:     5,100,000 (includes Shares underlying call options; see Item 5)
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):			¨
(13)	Percent of Class Represented by Amount in Row (11):     9.5% beneficial ownership of the voting stock based upon 53,831,603 shares of Common Stock     outstanding as reported in the Issuer’s 10-Q for the quarter ended May 1, 2010.
(14)	Type of Reporting Person (See Instructions):     PN

CUSIP No. 05548J 10 6 Schedule 13D Page 7 of 15 Pages

(1)	Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): LGP Management, Inc.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)   ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):     AF
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):			¨
(6)	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:		(7)	Sole Voting Power     0
		(8)	Shared Voting Power     5,100,000 (includes Shares underlying call options; see Item 5)
		(9)	Sole Dispositive Power     0
		(10)	Shared Dispositive Power     5,100,000 (includes Shares underlying call options; see Item 5)
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person:     5,100,000 (includes Shares underlying call options; see Item 5)
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):			¨
(13)	Percent of Class Represented by Amount in Row (11):     9.5% beneficial ownership of the voting stock based upon 53,831,603 shares of Common Stock     outstanding as reported in the Issuer’s 10-Q for the quarter ended May 1, 2010.
(14)	Type of Reporting Person (See Instructions):     CO

CUSIP No. 05548J 10 6 Schedule 13D Page 8 of 15 Pages

ITEM 1. SECURITY AND ISSUER

This Schedule 13D (this “Schedule”) relates to shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”) of BJ’s Wholesale Club, Inc., a Delaware corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is One Mercer Road, Natick, Massachusetts 01760.

ITEM 2. IDENTITY AND BACKGROUND

(a)	This Schedule 13D is being filed by Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”), Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V”), GEI Capital V, LLC, a Delaware limited liability company (“Capital”), Green V Holdings, LLC, a Delaware limited liability company (“Holdings”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), and LGP Management, Inc., a Delaware corporation (“LGPM”) (collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.1 (the “Joint Filing Agreement”).
	GEI V is the beneficial owner of 1,615,415 shares of Common Stock as of the date of this statement and beneficial owner of an additional 2,307,735 shares of Common Stock pursuant to the call options described in Item 6. GEI Side V is the beneficial owner of 484,585 shares of Common Stock as of the date of this statement and beneficial owner of an additional 692,265 shares of Common Stock pursuant to the call options described in Item 6. GEI V is primarily engaged in the business of investing in securities, and GEI Side V is an affiliated fund of GEI V in the same business. Capital is the general partner of GEI V and GEI Side V. Capital’s principal business is to act as the general partner of GEI V and GEI Side V. Holdings is a limited partner of GEI V and GEI Side V. Holdings’ principal business is to serve as a limited partner of GEI V and GEI Side V. LGP is an affiliate of Capital. LGP’s principal business is to act as the management company of GEI V, GEI Side V and other affiliated funds. LGPM is the general partner of LGP. LGPM’s principal business is to act as the general partner of LGP. Due to their relationships with GEI V and GEI Side V, each of Capital, Holdings, LGP and LGPM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GEI V and GEI Side V. As such, Capital, Holdings, LGP and LGPM may be deemed to have shared beneficial ownership over such shares of Common Stock. Each of Capital, Holdings, LGP and LGPM, however, disclaims beneficial ownership of such shares of Common Stock.
	The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.

CUSIP No. 05548J 10 6 Schedule 13D Page 9 of 15 Pages

(b) The address of each of the Reporting Persons and each of the directors and executive officers of LGPM is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

(c) The present principal occupation of each of the directors and officers of LGPM is set forth on Schedule 1, which is incorporated herein by reference.

(d) None of the persons referred to in paragraph (a) above has been convicted in a criminal proceeding during the last five years.

(e) None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws, or finding any violation with respect to such laws during the last five years.

(f) Each of the Reporting Persons is organized under the laws of Delaware. Each of the directors and executive officers of LGPM, other than J. Kristofer Galashan and Todd M. Purdy, is a United States citizen. Each of Messrs. Galashan and Purdy is a Canadian citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The aggregate purchase price of the 1,615,415 Shares purchased by GEI V was $60,930,460, inclusive of commissions, and the aggregate purchase price of the 484,585 Shares purchased by GEI Side V, was $18,277,648, inclusive of commissions, representing an aggregate purchase price of $79,208,107, inclusive of commissions. The premium paid by GEI V in connection with the call option acquisitions disclosed in Item 5 was $45,123,822, and the premium paid by GEI Side V in connection with the call option acquisitions disclosed in Item 5 was $13,536,061, representing an aggregate payment of $58,659,884 in respect of the call options, and an aggregate payment of $137,867,991 in respect of all Shares the Reporting Persons may be deemed to beneficially own. The funding for the purchase of the Shares and to acquire the call options was obtained in part through borrowings under GEI V and GEI Side V’s revolving credit facility and in part through margin loan borrowings against assets including the Shares.

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons acquired the Shares in the belief that the Shares were undervalued. The Reporting Persons intend to contact representatives of the Issuer to engage in a dialogue regarding potential options for enhancing shareholder value. These discussions may include a “going-private” transaction, new financings (potentially through mortgage financings or sale leaseback transactions) or other similar transactions. The Reporting Persons look forward to working with management of the Issuer in the future.

The Reporting Persons may, at any time and from time to time, enter into and dispose of derivative transactions with one or more counterparties that are based on the value of Shares, acquire Shares and/or other securities of the Issuer (“Securities”) in the open market or otherwise, and reserve the right to dispose of the Shares in the open market or otherwise, at any time and from time to time, or to engage in hedging transactions with respect to any or all of their Securities or Shares.

CUSIP No. 05548J 10 6 Schedule 13D Page 10 of 15 Pages

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) The Reporting Persons share beneficial ownership of 2,100,000 Shares of Common Stock which represent approximately 3.9% of the outstanding shares of Common Stock. The Reporting Persons, through the call options acquired as discussed in Item 6, have the right to take delivery of an additional 3,000,000 Shares of Common Stock, and therefore in the aggregate are deemed to beneficially own 5,100,000 Shares of Common Stock, which represent approximately 9.5% of the outstanding shares of Common Stock.

(b) The Reporting Persons have shared voting and dispositive power over the Shares beneficially owned.

(c) The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. All such transactions were purchases effected in the open market, and the table includes commissions in per-share prices reported.

Reporting Persons	Date of Transaction	Number of Shares Purchased	Weighted Average Price per Share
GEI V	May 6, 2010	769,245	$37.60
GEI V	May 7, 2010	307,698	$36.97
GEI V	June 3, 2010	153,849	$38.62
GEI V	June 8, 2010	153,849	$37.49
GEI V	June 10, 2010	173,061	$38.71
GEI V	June 11, 2010	57,713	$38.51
GEI V	June 15, 2010	67,309(1)	$19.25(2)
GEI V	June 16, 2010	79,439(1)	$19.25(2)
GEI V	June 17, 2010	141,464(1)	$19.25(2)
GEI V	June 18, 2010	134,618(1)	$19.25(2)
GEI V	June 21, 2010	211,542(1)	$19.25(2)
GEI V	June 22, 2010	280,308(1)	$19.25(2)
GEI V	June 23, 2010	272,890(1)	$19.25(2)
GEI V	June 24, 2010	520,471(1)	$19.25(2)
GEI V	June 25, 2010	215,609(1)	$19.25(2)
GEI V	June 28, 2010	128,695(1)	$19.25(2)
GEI V	June 29, 2010	255,390(1)	$19.25(2)
GEI Side V	May 6, 2010	230,755	$37.60
GEI Side V	May 7, 2010	92,302	$36.97
GEI Side V	June 3, 2010	46,151	$38.62

CUSIP No. 05548J 10 6 Schedule 13D Page 11 of 15 Pages

GEI Side V	June 8, 2010	46,151	$37.49
GEI Side V	June 10, 2010	51,914	$38.71
GEI Side V	June 11, 2010	17,312	$38.51
GEI Side V	June 15, 2010	20,191(1)	$19.25(2)
GEI Side V	June 16, 2010	23,830(1)	$19.25(2)
GEI Side V	June 17, 2010	42,436(1)	$19.25(2)
GEI Side V	June 18, 2010	40,382(1)	$19.25(2)
GEI Side V	June 21, 2010	63,458(1)	$19.25(2)
GEI Side V	June 22, 2010	84,086(1)	$19.25(2)
GEI Side V	June 23, 2010	81,860(1)	$19.25(2)
GEI Side V	June 24, 2010	159,129(1)	$19.25(2)
GEI Side V	June 25, 2010	64,678(1)	$19.25(2)
GEI Side V	June 28, 2010	38,605(1)	$19.25(2)
GEI Side V	June 29, 2010	76,610(1)	$19.25(2)

(1)   Number of Shares underlying American-style call options which expire June 15, 2012.

(2)   Initial strike price of options; the strike price increases over time based on the applicable LIBOR rate.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

On June 15, 2010, GEI V and GEI Side V each entered into identical letter agreements (the “Letter Agreements”) with Credit Suisse International (“CSI”) incorporating the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) with respect to certain derivatives transactions (the “Transactions”) regarding Shares of the Common Stock of the Issuer. Certain economic terms of the Transactions are set forth in Item 5 of this Schedule. The Letter Agreements are intended by the parties thereto to constitute Paragraph 13 of the printed form of the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law), and are intended to constitute the Credit Support Documents for the Transactions. The description in this filing of selected terms of the Letter Agreements and related documents is qualified in its entirety by the terms of the Letter Agreements which are filed as Exhibits 7.2 and 7.5 to this Schedule.

On June 15, 2010, GEI V and GEI Side V each entered into identical confirmatory letter agreements (the “Confirmations”) with CSI and Credit Suisse Securities (USA) LLC as agent for CSI with respect to, and as confirmation of, the terms and conditions of the Transactions. The Confirmations incorporate the definitions and provisions contained in the 2006 ISDA Definitions and the 2002 ISDA Equity Derivatives Definitions, each as published by the International Swaps and Derivatives Association, Inc., and supplement, form a part of and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border). The description in this filing of selected terms of the Confirmations and related documents is qualified in its entirety by the terms of the Confirmations, which are filed as Exhibits 7.3 and 7.6 to this Schedule.

CUSIP No. 05548J 10 6 Schedule 13D Page 12 of 15 Pages

On June 23, 2010, GEI V and GEI Side V each entered into identical custody and securities account control agreements (the “CCAs”) with CSI and Wells Fargo Bank, National Association with respect to certain collateral subaccounts established thereby to hold collateral posted in accordance with the terms of the Letter Agreements. The description in this filing of selected terms of the CCAs is qualified in its entirety by the terms of the CCAs, which are filed as Exhibits 7.4 and 7.7 to this Schedule.

The Reporting Persons have sold American-style put options with respect to 3,000,000 Shares that expire on June 15, 2012. The purchase agreements for the put options provide for cash settlement only.

Except as otherwise described herein, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

7.1	Joint Filing Agreement, dated June 30, 2010.
7.2	Letter Agreement by and between Credit Suisse International and Green Equity Investors V, L.P., dated June 15, 2010.
7.3	Confirmation Letter Agreement by and among Credit Suisse International, Green Equity Investors V, L.P., and Credit Suisse Securities (USA) LLC, dated June 15, 2010.
7.4	Custody and Securities Account Control Agreement by and among Credit Suisse International, Green Equity Investors V, L.P., and Wells Fargo Bank, National Association, dated June 23, 2010.
7.5	Letter Agreement by and between Credit Suisse International and Green Equity Investors Side V, L.P., dated June 15, 2010.
7.6	Confirmation Letter Agreement by and among Credit Suisse International, Green Equity Investors Side V, L.P., and Credit Suisse Securities (USA) LLC, dated June 15, 2010.
7.7	Custody and Securities Account Control Agreement by and among Credit Suisse International, Green Equity Investors Side V, L.P., and Wells Fargo Bank, National Association, dated June 23, 2010.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of July 1, 2010

Green Equity Investors V, L.P.
By:	GEI Capital V, LLC, its General Partner
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
Green Equity Investors Side V, L.P.
By:	GEI Capital V, LLC, its General Partner
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
GEI Capital V, LLC
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
Green V Holdings, LLC
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
Leonard Green & Partners, L.P.
By:	LGP Management, Inc., its General Partner
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
LGP Management, Inc.
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary

CUSIP No. 05548J 10 6 Schedule 13D Page 14 of 15 Pages

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
7.1	Joint Filing Agreement, dated July 1, 2010.
7.2	Letter Agreement by and between Credit Suisse International and Green Equity Investors V, L.P., dated June 15, 2010.
7.3	Confirmation Letter Agreement by and among Credit Suisse International, Green Equity Investors V, L.P., and Credit Suisse Securities (USA) LLC, dated June 15, 2010.
7.4	Custody and Securities Account Control Agreement by and among Credit Suisse International, Green Equity Investors V, L.P., and Wells Fargo Bank, National Association, dated June 23, 2010.
7.5	Letter Agreement by and between Credit Suisse International and Green Equity Investors Side V, L.P., dated June 15, 2010.
7.6	Confirmation Letter Agreement by and among Credit Suisse International, Green Equity Investors Side V, L.P., and Credit Suisse Securities (USA) LLC, dated June 15, 2010.
7.7	Custody and Securities Account Control Agreement by and among Credit Suisse International, Green Equity Investors Side V, L.P., and Wells Fargo Bank, National Association, dated June 23, 2010.

CUSIP No. 05548J 10 6 Schedule 13D Page 15 of 15 Pages

SCHEDULE 1

Directors and Executive Officers of LGPM

Name	Position with LGPM
John G. Danhakl	Director, Executive Vice President and Managing Partner
Peter J. Nolan	Director, Executive Vice President and Managing Partner
Jonathan D. Sokoloff	Director, Executive Vice President and Managing Partner
Michael Gennaro	Chief Operating Officer and Secretary
Cody L. Franklin	Chief Financial Officer and Assistant Secretary
Jonathan A. Seiffer	Senior Vice President
John M. Baumer	Senior Vice President
Timothy J. Flynn	Senior Vice President
James D. Halper	Senior Vice President
Michael J. Connolly	Senior Vice President
Todd M. Purdy	Principal
Michael S. Solomon	Principal
Usama N. Cortas	Vice President
J. Kristofer Galashan	Vice President
Alyse M. Wagner	Vice President
Lily W. Chang	Vice President

EX-7.1

Exhibit 7.1

Joint Filing Agreement

dated as of July 1, 2010

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock (“Shares”) of BJ’s Wholesale Club, Inc., a Delaware corporation (the “Issuer”), call options to acquire Shares, and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time is filed on behalf of all the undersigned. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Green Equity Investors V, L.P.
By:	GEI Capital V, LLC, its General Partner
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
Green Equity Investors Side V, L.P.
By:	GEI Capital V, LLC, its General Partner
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
GEI Capital V, LLC
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
Green V Holdings, LLC
By:	/s/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary

Leonard Green & Partners, L.P.
By:	LGP Management, Inc., its General Partner
By:	/S/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary
LGP Management, Inc.
By:	/S/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer and Secretary

EX-7.2

Exhibit 7.2

CS LETTERHEAD

Green Equity Investors V, L.P.

11111 Santa Monica Blvd.

Suite 2000

Los Angeles, CA 90025

June 15, 2010

Dear Sirs and Mesdames:

This letter agreement between Credit Suisse International (“Party A”) and Green Equity Investors V, L.P. (“Party B”) is intended to constitute Paragraph 13 of the printed form of the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), which is hereby incorporated herein. The provisions contained in this letter agreement shall constitute the Credit Support Document for (i) a certain Share Option Transaction entered into by Party A and Party B on the date hereof, with respect to the shares of Common Stock of BJ’s Wholesale Club Inc. (the “Transaction”), governed by a letter confirmation (the “Confirmation”) executed by Party A and Party B with respect to such Transaction, and (ii) an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border), whose terms been incorporated by each Confirmation.

For the purposes of this letter agreement, paragraphs 1 through 12 of the Form CSA, the provisions of the Confirmation and the Agreement are incorporated by reference herein, subject to the elections and modifications set out below. Any defined terms used, but not otherwise defined, in this letter agreement, shall have a meaning assigned to them in the relevant document incorporated into this letter agreement. In the case of any inconsistency between the definitions or provisions of this letter agreement and the Form CSA, the Confirmation or the Agreement, the relevant definitions or provisions shall be interpreted in the following order of preference: (i) this letter agreement, (ii) the Confirmation, (iii) the Form CSA and (iv) the Agreement.

Party A and Party B hereby agree to make the following elections with respect to the Form CSA applicable to the Transactions.

Paragraph 13.

(a) Security Interest for “Obligations”.

The term “Obligations” as used in this Annex includes the following additional obligations:

With respect to Party A: None.

With respect to Party B: None.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(C) “Credit Support Amount” has the meaning specified in Paragraph 3.

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(ii) Eligible Collateral. On any date, the following items will qualify as “Eligible Collateral” for each party:

		Valuation Percentage
(A)	Cash	100%
(B)	Treasury Securities having a remaining maturity on such date of less than 1 year	100%
(C)	Treasury Securities having a remaining maturity on such date equal to or greater than 1 year but less than 5 years	98%
(D)	Treasury Securities having a remaining maturity on such date equal to or greater than 5 years but less than 10 years	97%
(E)	Treasury Securities having a remaining maturity on such date equal to or greater than 10 years but less than 30 years	95%
(E)	Any other collateral acceptable to Secured Party	Percentage reasonably determined by Secured Party

“Treasury Securities” means negotiable, registered debt obligations issued by the U.S. Treasury Department, but excluding principal-only and interest-only Treasury strips.

(iii) Thresholds.

(A) “Independent Amount” means with respect to Party A: Zero

“Independent Amount” means with respect to Party B: for any Valuation Date, an amount equal to the aggregate of Notional Amounts of all Put Options with respect to the Transactions.

“Notional Amount” means, for each Transaction on any Valuation Date, an amount equal to the product of (i) the Number of Options for such Transaction, (ii) the Option Entitlement for such Transaction, (iii) the Strike Price for such Transaction and (iv) 0.15.

(B) “Threshold” means with respect to Party A: Zero

“Threshold” means with respect to Party B: Zero

(C) “Minimum Transfer Amount” means with respect to Party A: $250,000; provided that where there has occurred and is continuing an Event of Default or Termination Event with respect to Party A, the Minimum Transfer Amount shall be zero.

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“Minimum Transfer Amount” means with respect to Party B: $250,000; provided that where there has occurred and is continuing an Event of Default or Termination Event with respect to Party B, the Minimum Transfer Amount shall be zero.

(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of US$10,000.

(c) Valuation and Timing.

(i) “Valuation Agent” means Party A for all purposes; provided that, notwithstanding the provisions of Paragraph 5, upon Party B’s request, Party A shall provide to Party B reasonable details and explanation of any calculation or determination made by it hereunder in the capacity of the Valuation Agent.

(ii) “Valuation Date” means each Local Business Day which, if treated as a Valuation Date, would result in a Delivery Amount or Return Amount.

(iii) “Valuation Time” means the close of business in the city of the Valuation Agent on the Local Business Day before the Valuation Date or date of calculation, as applicable, provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.

(d) Conditions Precedent and Secured Party’s Rights and Remedies.

(i) Subject to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex the following events will each be a “Specified Condition” for the party specified (that party being the Affected Party if the event occurs with respect to that party):

	Party A	Party B
- Illegality	x	x
- Credit Event Upon Merger	x	x
- Additional Termination Event(s):	x	x
- An event which, with the giving of notice or the passage of time, or both, would constitute [one or more of] the foregoing event[s]	x	x

(ii) For the purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words “Specified Condition” shall be deleted and the words “Termination Event” shall be substituted therefor and provided further that for the purposes of Paragraph 8(b) the words “or been designated” shall be deleted in their entirety;

(iii) For the purposes of sub-Paragraph 8(a)(1) the words “Specified Condition” shall be deleted in their entirety.

(e) Substitution.

“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

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(f) Dispute Resolution.

(i) “Resolution Time” means 10:00 a.m., New York time, on the Local Business Day following the date on which the notice of the dispute is given under Paragraph 5.

(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible Collateral and Posted Collateral will be calculated as follows:

(A) with respect to any Cash; the amount thereof; and

(B) with respect to any Eligible Collateral comprising securities; the sum of (a)(x) the last bid price on such date for such securities on the principal national securities exchange on which such securities are listed, multiplied by the applicable Valuation Percentage or (y) where any such securities are not listed on a national securities exchange, the bid price for such securities quoted as at the close of business on such date by any principal market maker for such securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available; multiplied by the applicable Valuation Percentage; plus (b) the accrued interest on such securities (except to the extent that such interest shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price referred to in subparagraph (a) above) as of such date.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians:

There shall be a single custodian for each Party A and Party B. Initially, the Custodian shall be Wells Fargo Bank, National Association.

Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that:

(1) Custodian shall at all times either have a long term debt or deposit rating of at least A- from Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies Inc. and at least A3 from Moody’s Investors Service, Inc. (or their respective successors) or have net capital in excess of US$500 million; and

(2) if the Custodian fails to maintain such rating, the parties shall in good faith agree, as promptly as reasonably practicable following any notice of the Custodian’s failure or potential to maintain the rating described in paragraph (1), select a replacement Custodian.

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Party A and Party B.

(h) Distributions and Interest Amount.

(i) Interest Rate. The “Interest Rate” will be, the effective rate for Federal Funds, as reported in the Federal Reserve Publication H.15-519 (or any successor publication); provided that if, for any reason, such rate should be unavailable the Interest Rate shall be such rate as the Valuation Agent shall reasonably determine.

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(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the second Local Business Day following the end of each calendar month, to the extent that a Delivery Amount would not be created or increased by that transfer in which event such Interest Amount will be retained by the Secured Party, and on any Local Business Day on which all Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply and for the purposes of calculating the Interest Amount the amount of interest calculated for each day of the Interest Period shall be compounded daily.

(i) Additional Representation(s).

There are no additional representations by either party.

(j) Demands and Notices.

All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, save that any demand, specification or notice:

(i) shall be given to or made at the following addresses:

If to Party A:

Address: 7033 Louis Stephens Drive

P.O. Box 110047

Research Triangle Park, NC 27709

Telephone:	(919) 994-4820
Facsimile:	(917) 326-8626
Group E-mail:	americas.collateralmgt@credit-suisse.com
Attention:	Collateral Management Americas

If to Party B:

Green Equity Investors V, L.P.

Address: 11111 Santa Monica Blvd.

Suite 2000

Los Angeles, CA 90025

Telephone:	(310) 954-0433
Facsimile:	(310) 954-0035
Email:	franklin@leonardgreen.com
Attention:	Cody Franklin

Telephone:	(310) 954-0425
Facsimile:	(310) 954-0035
Email:	galashan@leonardgreen.com
Attention:	Kris Galashan

5

or at such other address as the relevant party may from time to time designate by giving notice (in accordance with the terms of this paragraph) to the other party;

(ii) shall (unless otherwise stated in this Annex) be deemed to be effective at the time such notice is actually received unless such notice is received on a day which is not a Local Business Day or after the Notification Time on any Local Business Day in which event such notice shall be deemed to be effective on the next succeeding Local Business Day.

(k) Address for Transfers.

Party A: To be notified to Party B by Party A at the time of the request for the Transfer.

Party B: To be notified to Party B by Party A at the time of the request for the Transfer.

(m) Other Provisions.

(i) Additional Definitions

As used in this Annex:

“Equivalent Collateral” means, with respect to any security constituting Posted Collateral, a security of the same issuer and, as applicable, representing or having the same class, series, maturity, interest rate, principal amount or liquidation value and such other provisions as are necessary for that security and the security constituting Posted Collateral to be treated as equivalent in the market for such securities;

“Local Business Day” means: (i) any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London and New York, and (ii) in relation to a Transfer of Eligible Collateral, a day on which the clearance system agreed between the parties for the delivery of Eligible Collateral is open for acceptance and execution of settlement instructions (or in the case of a Transfer of Cash or other Eligible Collateral for which delivery is contemplated by other means, a day on which commercial banks are open for business (including dealings for foreign exchange and foreign deposits) in New York and such other places as the parties shall agree);

(ii) Events of Default

Paragraph 7 shall be amended so that the references in Paragraph 7(ii) and Paragraph 7(iii) to “five Local Business Days” and “thirty days” respectively, shall instead be replaced by “three Local Business Days” and “three Local Business Days,” respectively.

(iii) Return of Fungible Securities

In lieu of returning to the Pledgor pursuant to Paragraphs 3(b), 4(d), 5 and 8(d) any Posted Collateral comprising securities the Secured Party may return Equivalent Collateral.

6

(iv) Covenants of the Pledgor

So long as the Agreement is in effect, the Pledgor covenants that it will keep the Posted Collateral free from all security interests or other encumbrances created by the Pledgor, except the security interest created hereunder and any security interests or other encumbrances created by the Secured Party; and will not sell, transfer, assign, deliver or otherwise dispose of, or grant any option with respect to any Posted Collateral or any interest therein, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Posted Collateral or any interest therein, without the prior written consent of the Secured Party.

(v) No Counterclaim

A party’s rights to demand and receive the Transfer of Eligible Collateral as provided hereunder and its rights as Secured Party against the Posted Collateral or otherwise shall be absolute and subject to no counterclaim, set off, deduction or defence in favour of the Pledgor except as contemplated in Sections 2 and 6 of the Agreement and Paragraph 8 of this Annex.

(vi) Costs of Transfer on Substitution

Notwithstanding Paragraph 10(a), the Pledgor will be responsible for, and will reimburse the Secured Party for, all transfer and other taxes and other costs involved in the Transfer of Collateral either from the Pledgor to the Secured Party (or any agent or custodian for safekeeping of the Secured Party) or from the Secured Party (or any agent or custodian for safekeeping of the Secured Party) to the Pledgor pursuant to Paragraph 4(d).

(vii) Holding Collateral

Notwithstanding the Secured Party’s right to use Posted Collateral pursuant to Paragraphs 6(c) and to exercise its rights and remedies as a secured party pursuant to Paragraph 8(a), the Secured Party and its Custodian shall use appropriate accounting and recordkeeping procedures to segregate on their books and records all Posted Collateral from their respective proprietary assets.

7

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

CREDIT SUISSE INTERNATIONAL		Green Equity Investors V, L.P.
By:	/S/ JOYCE LIM	By:	GEI Capital V, LLC, its general partner
Name:	Joyce Lim	Name:
Title:	Authorized Signatory	Title:
Date:		Date:
By:	/S/ LOUIS J. IMPELLIZERI	By:	/S/ CODY FRANKLIN
Name:	Louis J. Impellizeri	Name:	Cody Franklin
Title:	Authorized Signatory	Title:	CFO
Date:		Date:	6/15/10

8

EX-7.3

Exhibit 7.3

June 15, 2010

Green Equity Investors V, L.P.

11111 Santa Monica Blvd.

Suite 2000

Los Angeles, CA 90025

External ID: 54151774 – Risk ID: 455053275

Dear Sirs and Mesdames:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Party A and Party B through the Agent on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation “Party A” means Credit Suisse International and “Party B” means Green Equity Investors V, L.P., a Delaware Limited Partnership and “Agent” means Credit Suisse Securities (USA) LLC, solely in its capacity as agent for Party A and Party B.

1. The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions”, and, together with the 2006 Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the 2002 Definitions and the 2006 Definitions, the 2002 Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. The transactions contemplated by this Confirmation shall be comprised of the Put Option and the Call Option (each, as defined below), each of which shall be considered a “Share Option Transaction” for the purposes of the 2002 Definitions. Any term included in this Confirmation and not specifically designated as applicable to either the Put Option or the Call Option shall be deemed applicable to both the Put Option and the Call Option.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Party A and Party B had executed the ISDA Form (without any Schedule thereto) on the date hereof. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which they relate and replace any previous agreement between us with respect to the subject matter hereof. This Confirmation and all other confirmations or agreements between us referencing the ISDA Form, shall be deemed to supplement, form part of and be subject to the same, single Agreement.

1

External ID: [54151774] – Risk ID: [455053275]

If there exists any ISDA Master Agreement between Party A and Party B or any confirmation or other agreement between Party A and Party B, pursuant to which an ISDA Master Agreement is deemed to exist between Party A and Party B, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A and Party B are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

The provisions of (i) the letter agreement (the “Letter Agreement”) between Party A and Party B, dated as of June 15, 2010, incorporating the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”) and including the parties’ elections with respect to Paragraph 13 of the Form CSA, and (ii) a custody and control agreement (the “Control Agreement”), to be entered into among Party A, Party B and Wells Fargo Bank, National Association (“Wells Fargo”), governing credit support obligations of the parties contemplated by the Letter Agreement, shall each constitute a Credit Support Document with respect to this Transaction for purposes of the Agreement; provided that, if the Control Agreement is not executed by Party A, Party B and Wells Fargo by the 5^th Business Day following the date hereof, an Additional Termination Event shall be deemed to occur, with respect to which, notwithstanding anything to the contrary in the Agreement, either party shall be entitled to designate an Early Termination Date for this Transaction, with Party B being the sole Affected Party with respect to such Additional Termination Event.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:
Trade Date:	June 15, 2010
Option Style:	American
Shares:	Common Stock, $0.01 par value per Share, of BJ’s Wholesale Club Inc. (the “Issuer”) (Ticker: “BJ”).
Number of Options:	The number of Options with respect to which Party A has established its initial Hedge Positions for this Transaction by the end of the Initial Hedge Period, such number not to exceed 2,307,735; provided that, on each Scheduled Trading Day during the Initial Hedge Period, Party A shall notify Party B about the Number of Options with respect to which Party A has established its Hedge Positions as of such day and the weighted average price at which Party A has established such Hedge Positions.

2

External ID: [54151774] – Risk ID: [455053275]

Strike Price:	On the final day of the Initial Hedge Period, an amount equal to 50% of the Initial Hedge Price.
	On any day following the Initial Hedge Period, the Strike Price shall be the Strike Price as of the immediately preceding calendar day, multiplied by the sum of (i) one (1) and (ii) the Daily Rate for such day.
Daily Rate:	For any day, (i) (A) LIBOR Rate for such day, plus (B) the Spread, divided by (ii) 360.
LIBOR Rate:	For any day, USD-LIBOR-BBA-Bloomberg with a Designated Maturity of three (3) months.
Spread:	40 basis points.
Initial Hedge Price:	The weighted average of the prices at which Party A establishes its initial Hedge Positions with respect to this Transaction.
Initial Hedge Period:	The period commencing on and including the Scheduled Trading Day immediately following the Trade Date and ending on and including the Scheduled Trading Day on which Party A completes the establishment of its initial Hedge Position with respect to this Transaction; provided, however that, Party B shall have the right to terminate the Initial Hedge Period at any time and, if Party B notifies (in writing) Party A of such election, Party A shall immediately cease the establishment of its initial Hedge Positions for this Transaction and the Number of Options for this Transaction shall be equal to the number of Options with respect to which Party A has established its Hedge Positions at the time of such termination and the Premium, the Initial Hedge Price and other terms relevant to this Transaction shall be established at the time of such termination. For the avoidance of doubt, if Party B early terminates the Initial Hedge Period, the final day of the Initial Hedge Period shall be the day of the notice of such early termination; provided that, if such day is not a Scheduled Trading Day, Party A shall not effect any activities with respect to the establishment of its

3

External ID: [54151774] – Risk ID: [455053275]

	initial Hedge Positions for this Transactions and, for the purposes of delivery of the Hedge Completion Notice and the calculation of the Initial Hedge Day Accretion Amounts, the final day of the Initial Hedge Period shall be the immediately succeeding Scheduled Trading Day.
Premium:	To be provided in Hedge Completion Notice.
Premium Payment Date:	The third (3rd) Scheduled Trading Day after the Initial Hedge Period. On the Premium Payment Date, Party B shall pay to Party A an amount equal to the sum of (i) the Premium, (ii) an amount equal to the product of (A) $0.03 and (B) the Number of Options for this Transaction, and (iii) an amount equal the sum of the Initial Hedge Day Accretion Amounts for all days occurring during the Initial Hedge Period.
Initial Hedge Day Accretion
Amount:	For each day during the Initial Hedge Period, the Initial Hedge Day Accretion Amount for such day shall be equal to the product of (i) the aggregate cost that Party A has incurred as of such day to establish its initial Hedge Position and (ii) the Daily Rate applicable to such day.
Hedge Completion Notice:	On the final Scheduled Trading Day of the Initial Hedging Period, Party A shall specify the Number of Options, the initial Strike Price, the Premium and the sum of the Initial Hedge Day Accretion Amounts for this Transaction and shall, on such Scheduled Trading Day, deliver to Party B a notice, in the form of Annex A attached hereto, specifying such terms.
Commission:	If Cash Settlement applies with respect to any Options under this Transaction, in addition to the parties’ other settlement obligations under this Transaction, Party B shall, on the relevant Cash Settlement Payment Date, pay to Party A an amount equal to the product of (i) $0.02 and (ii) the number of Options with respect to which Cash Settlement applied on the corresponding Exercise Date.

4

External ID: [54151774] – Risk ID: [455053275]

Exchange:	New York Stock Exchange
Related Exchange(s):	Not Applicable
Call Option:
Option Type:	Call
Seller:	Party A
Buyer:	Party B
Put Option:
Option Type:	Put
Seller:	Party B
Buyer:	Party A
Procedure for Exercise:
Expiration Time:
The Valuation Time
Expiration Date:	June 15, 2012 or, if such day is not a Scheduled Trading Day, the first immediately following Scheduled Trading Day.
Multiple Exercise:	Applicable
Minimum Number of Options:	50,000
Maximum Number of Options:	Number of Options
Automatic Exercise:	Not Applicable
Party A’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of giving Notice:	As provided in Section 4

5

External ID: [54151774] – Risk ID: [455053275]

Party B’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of giving
Notice:	Cody Franklin
	Telephone: (310) 954-0433
	Email: franklin@leonardgreen.com
	Kris Galashan
	Telephone: (310) 954-0425
	Email: galashan@leonardgreen.com
Valuation:
Valuation Date:	The Exercise Date
Calculation Agent:	Party A; provided that, upon Party B’s request, Party A shall provide to Party B reasonable details and explanation of any calculation or determination made by it hereunder in the capacity of Calculation Agent, Hedging Party or Determining Party (including, for the avoidance of doubt, all calculations with respect to any Credit Support Document for the Transaction).
Call Option Settlement Terms:
Cash Settlement:	Applicable
Settlement Method Election:	Applicable
Electing Party:	Party B
Settlement Method Election Date:	The Scheduled Trading Day immediately preceding any Exercise Date.
Default Settlement Method:	Cash Settlement
Settlement Date:	The third (3rd) Scheduled Trading Day following the Valuation Date.
Put Option Settlement Terms:
Cash Settlement:	Applicable

6

External ID: [54151774] – Risk ID: [455053275]

Settlement Method Election:	Not Applicable
Settlement Currency:	USD
Cash Settlement Payment Date:	The third (3rd) Scheduled Trading Day following the Valuation Date.
Extraordinary Dividends:	Any dividend or distribution on the Shares, including any dividend or distribution paid exclusively in cash.
Payment Obligation in Respect of Extraordinary Dividends:	In the event of any Extraordinary Dividend for which the ex-dividend date occurs during the period from, but excluding, the Trade Date to, and including, the Valuation Date, Party A shall make a delivery or payment to Party B, within one (1) Scheduled Trading Days of the date that such Extraordinary Dividend is delivered or paid to holders of Shares, of the type of property or cash, as the case may be, delivered or paid by the Issuer in such Extraordinary Dividend in an amount equal to the product of (i) (x) after the Initial Hedge Period, the number of Options that are not exercised on the record date applicable to such Extraordinary Dividend, or (y) during the Initial Hedge Period, the number of Shares Party A holds on the record date applicable to such Extraordinary Dividend, as the case may be; and (ii) the amount of property or cash, as the case may be, that would be received by a holder of one Share in connection with such Extraordinary Dividend, as determined by the Calculation Agent.
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
Share for Share:	Calculation Agent Adjustment
Share for Other:	Calculation Agent Adjustment

7

External ID: [54151774] – Risk ID: [455053275]

Share for Combined:	Calculation Agent Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:
Share for Share:	Calculation Agent Adjustment
Share for Other:	Calculation Agent Adjustment
Share for Combined:	Calculation Agent Adjustment
Composition of
Combined Consideration:	Not Applicable
Nationalization, Insolvency
or Delisting:	Cancellation and Payment (Calculation Agent Determination)
	In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, a Delisting shall only be deemed to occur if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); provided that, if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable; provided that (a) Section 12.9(a)(ii)(X) of the 2002 Definitions is hereby amended by replacing the word ‘Shares’ with the words ‘Hedge Positions’.
Insolvency Filing:	Applicable
Hedging Disruption:	Applicable
Hedging Party:	Party A
Determining Party:	Party A

8

External ID: [54151774] – Risk ID: [455053275]

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
Account Details:
Payments to Party A:	To be advised under separate cover or telephone confirmed prior to each Payment Date.
Payments to Party B:	To be advised under separate cover or telephone confirmed prior to each Payment Date.

3. Additional Provisions:

Each party hereby represents and warrants to the other party as of the date hereof that:

(i) it is an “eligible contract participant” as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended; and

(ii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

The purpose of the Transaction is to allow Party B synthetically to gain exposure to fluctuations in the price of the Shares. Accordingly, that Party A and Party B agree that it is an express term of the Transaction that, except as contemplated by the “Physical Settlement” provisions above, if applicable:

(i) neither party acquires any right to acquire or dispose of any Share or any interest in or right to vote or give any consent with respect to any Share by virtue of the Transaction; and

(ii) neither party is obligated to sell, purchase, hold, deliver or receive any Share by virtue of the Transaction.

Party B represents to Party A on the Trade Date and during the term of this Transaction that:

(i) it is not on the date hereof, nor has been at any time in the three months prior to the date of the Trade Date, (a) an “affiliate”, within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) of the Issuer or (b) subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in respect of the Shares. Party B covenants that if at any time during the term of the Transaction it believes that it has acquired such status or becomes so subject, it will immediately notify Party A;

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External ID: [54151774] – Risk ID: [455053275]

(ii) it is not on the date hereof in possession of any material non-public information regarding the Shares or the Issuer. It covenants that it will not seek to exercise, terminate, amend or otherwise modify the Transaction if it is in possession of any material non-public information regarding the Issuer or the Shares;

(iii) it is entering into this Confirmation in good faith and not with the intent or as a part of a plan to evade compliance with federal securities laws including, without limitation, Section 13(d) of and Rule 10b-5 promulgated under the Exchange Act;

(iv) this Transaction is consistent with all material regulatory requirements arising from or applicable to this Transaction and it has taken all steps necessary to ensure that this Transaction complies with such requirements, if applicable, with the proper regulatory authorities in the applicable jurisdiction; and

(v) it is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such sophistication, knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the Transaction, and it is able to bear the economic risk of the Transaction.

Party B represents and covenants that it has made all public filings under the Exchange Act with respect to the Shares as required by applicable law or regulation and, during the term of the Transaction, it will continue to make all such required public filings under the Exchange Act with respect to the Shares. Party B represents that the aggregate amount of all Shares beneficially owned by it for purposes of Section 13(d) of the Exchange Act, when combined with the notional amount of Shares underlying any long derivative position, is less than 20% of the outstanding Shares.

4. Matters relating to the Agent:

(a) As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting this Transaction, (ii) issuing all required confirmations and statements to Party A and Party B, (iii) maintaining books and records relating to this Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Party B, receiving, delivering, and safeguarding Party B’s funds and any securities in connection with this Transaction, in compliance with Rule 15c3-3 under the Exchange Act.

(b) Credit Suisse Securities (USA) LLC is acting in connection with this Transaction solely in its capacity as Agent for Party A and Party B pursuant to instructions from Party A and Party B. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Party A or Party B arising from any failure by Party A or Party B to pay or perform any obligations hereunder, or to monitor

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External ID: [54151774] – Risk ID: [455053275]

or enforce compliance by Party A or Party B with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Party A and Party B agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of this Transaction, except for its gross negligence or wilful misconduct in performing its duties as Agent.

(c) Any and all notices, demands, or communications of any kind relating to this Transaction, including without limitation, any option exercise notice, between Party A and Party B shall be transmitted exclusively through the Agent at the following address:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

For payments and deliveries:

Telephone No.: (919) 994-4790

Facsimile No.: (919) 994-4768

For all other communications:

Telephone No.: (212) 538-6040

Facsimile No.: (917) 326-8603

(d) The date and time of the Transaction evidenced hereby will be furnished by the Agent to Party A and Party B upon written request.

(e) The Agent will furnish to Party B upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

(f) Party A and Party B each represents and agrees (i) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (ii) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

(g) Party A and Party B each is aware of and agrees to be bound by the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) applicable to option trading and is aware of and agrees not to violate, either alone or in concert with others, the position or exercise limits established by the FINRA. Notwithstanding the foregoing, nothing herein shall constitute a submission to the jurisdiction of the FINRA, including its arbitration provisions, by Party B.

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External ID: [54151774] – Risk ID: [455053275]

Account Details:
Payments to Agent:	Citibank, N.A.
	ABA: 021-000-089
	A/c: 40804388
	A/c Name: Credit Suisse Securities (USA) LLC
Payments to Party A:	To be specified.
Payments to Party B:	To be specified

5. U.S. Private Placement Representations

As this Transaction constitutes, or may constitute, the sale by Party A to Party B, through Agent, of a Security or Securities (as defined in the Securities Act), in addition to the representations contained in Section 3 of the Agreement, Party B hereby represents to Party A, in accordance with Section 3 of the Agreement, as follows:

(a) Party B is acquiring such Securities through Agent for its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, except for any limited partners of Party B, no other person has a direct or indirect beneficial interest in any such Securities acquired by Party B through Agent;

(b) Party B understands that the offer and sale by Party A, through Agent, of such Securities are intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. In furtherance thereof, Party B represents and warrants that (i) it has the financial ability to bear the economic risk of its investment and has adequate means of providing for its current needs and other contingencies, (ii) it is experienced in investing in options and similar instruments and has determined that such securities are a suitable investment for it, and (iii) it is an institution that qualifies as an “accredited investor” as that term is defined in Regulation D under the Securities Act; and

(c) Party B has been given the opportunity to ask questions of, and receive answers from, Party A through Agent concerning the terms and conditions of such Securities and concerning the financial condition and business operations of Party A and has been given the opportunity to obtain such additional information necessary in order for Party B to evaluate the merits and risks of purchase of such Securities to the extent Party A possesses such information or can acquire it without unreasonable effort or expense.

(d) Party B hereby acknowledges that it understands and agrees that disposition of any such Securities may be restricted under the Agreement, the Securities Act and state securities laws. For example, such Securities have not been registered under the Securities Act or under the securities laws of certain states and, therefore, may not be resold, pledged, assigned or otherwise disposed of unless they have been registered under the Securities Act and under the applicable laws of such states or an exemption from such registration is available.

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External ID: [54151774] – Risk ID: [455053275]

Credit Suisse International is authorized and regulated by The Financial Services Authority and has entered into this Transaction as principal. The time at which the above Transaction was executed will be notified to Party B (through the Agent) on request.

6. Transfer and Assignment.

Notwithstanding anything to the contrary in the Agreement, upon Party A’s consent, Party B may transfer or assign its rights and obligations under this Transaction and under the Agreement, in whole or in part. Party A may transfer or assign without Party B’s consent its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its affiliates; provided that the senior unsecured debt rating (“Credit Rating”) of such affiliate (or any guarantor of its obligations under the transferred Transaction) is equal to or greater than the Credit Rating of Party A, as specified by S&P or Moody’s, at the time of such assignment or transfer.

7. Notices.

Notwithstanding anything to the contrary in the Agreement, for the purposes of Section 12 of the Agreement, all notices shall be delivered to the addresses specified in “Procedures for Exercise” of this Confirmation.

8. Termination Provisions:

(a) Payments on Early Termination. For the purpose of Section 6(e), Second Method and Loss will apply.

(b) “Termination Currency” means United States Dollars.

(c) Netting. The provisions of Section 2(c) of the Agreement will not apply.

(d) Default under Specified Transactions and Cross Default. Shall apply to Party A and Party B, the Threshold Amount shall be USD 50,000,000, and the Specified Entity shall be all Affiliates.

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External ID: [54151774] – Risk ID: [455053275]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation.

Yours faithfully,
Credit Suisse International
By:	/S/ JOYCE LIM
Name:	Joyce Lim
Title:	Authorized Signatory
By:	/S/ LOUIS J. IMPELLIZERI
Name:	Louis J. Impellizeri
Title:	Authorized Signatory
Credit Suisse Securities (USA) LLC, as agent for Credit Suisse International
By:	/S/ JOYCE LIM
Name:	Joyce Lim
Title:	Vice President

Confirmed as of the date first written above:
Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its general partner
By:	/S/ CODY FRANKLIN
Name:	Cody Franklin
Title:	CFO

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External ID: [54151774] – Risk ID: [455053275]

EX-7.4

Exhibit 7.4

CUSTODY AND SECURITIES ACCOUNT CONTROL AGREEMENT

This Custody and Securities Account Control Agreement (this “Agreement”) is dated as of June 23, 2010 and is by and among Credit Suisse International (“Party A”), as a Pledgor (as defined in the Collateral Agreement) with respect to the Party A Collateral Subaccount (as defined below) numbered 80435601 and as a Secured Party (as defined in the Collateral Agreement) with respect to the Party B Collateral Subaccount (as defined below) numbered 80435602, Green Equity Investors Side V, L.P. (“Party B”), as a Pledgor (as defined in the Collateral Agreement) with respect the Party B Collateral Subaccount (as defined below) numbered 80435602 and as a Secured Party (as defined in the Collateral Agreement) with respect to the Party A Collateral Subaccount (as defined below) numbered 80435601, Credit Suisse International, in its capacity as valuation agent (“Valuation Agent”), and Wells Fargo Bank, National Association (“Wells Fargo”), in its capacity as custodian and securities intermediary (the “Custodian”).

WHEREAS, Party A and Party B have entered into (i) a certain Share Option Transaction, governed by a letter confirmation (the “Confirmation”), dated as of June 15, 2010, incorporating an agreement in the form of the 1992 ISDA Master Agreement (the “Master Agreement” and together with the Confirmation, the “Transaction Agreement”), and (ii) a letter agreement (the “Letter Agreement”), dated as of June 15, 2010, incorporating the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”), and including the parties’ elections with respect to Paragraph 13 of the Form CSA (the Letter Agreement, as supplemented by the Form CSA, the “Collateral Agreement”), to constitute a Credit Support Document with respect to the Transaction Agreement;

WHEREAS, Paragraph 13(g) of the Collateral Agreement provides that Party A and Party B shall appoint Wells Fargo as a custodian to hold any cash, securities and other collateral contemplated by Paragraph 13(b)(ii) of the Collateral Agreement (the “Collateral”) posted by either party in accordance with the terms of the Collateral Agreement;

WHEREAS, the Collateral Agreement contemplates that either Party A or Party B may be subject to certain Collateral posting obligations effected in accordance with the provisions thereof and each of Party A and Party B (depending on whether a party is required to post or entitled to receive any Credit Support Amount (as defined in the Collateral Agreement), pursuant to the terms of the Collateral Agreement, such party shall be deemed either a “Pledgor” or “Secured Party” within the meaning of the Collateral Agreement), pursuant to paragraph 2 of the Collateral Agreement, has granted to the other party a first priority security continuing security interest in such Collateral;

WHEREAS, Party A, Party B and the Custodian are entering into this Agreement with the intent of (i) complying with the provisions of the Collateral Agreement requiring the parties to designate Wells Fargo as the Custodian, (ii) providing the Custodian with instructions to transfer Collateral, pursuant to the provisions of the Collateral Agreement, in accordance with the entitlement orders of the Valuation Agent on behalf of the entitlement holders until the delivery of a Notice of Exclusive Control by either Party A or Party B, and (iii) to perfect the respective security interest of Party A and Party B in the Collateral by control.

NOW, THEREFORE, in furtherance of the foregoing, the parties hereto agree as follows:

Section 1. Definitions.

As used herein, the terms “Financial Asset,” “Investment Property,” “Proceeds,” and “Security Entitlement” shall have the meanings set forth in Article 8 and 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”). Other terms used, but not otherwise defined herein, shall have the meanings assigned to them in the Transaction Agreement and the Collateral Agreement.

Section 2. Appointment of Custodian and Securities Intermediary.

Each of Party A and Party B hereby appoints Wells Fargo, during the term of this Agreement, to act as agent for and on behalf of such party as such party’s custodian of, and security intermediary with respect to, any Collateral transferred by the other party as Pledgor to it as Secured Party under the Collateral Agreement and to exercise such powers and perform such duties in accordance with the terms of this Agreement. Custodian hereby accepts such appointment and agrees to accept the Collateral and any and all proceeds thereof (collectively, the “Custodial Assets”) from time to time received by the Custodian under this Agreement and, subject to other provision of this Agreement, agrees to hold the Custodial Assets as agent for and on behalf of the Secured Party. Custodian shall hold, disburse, redeem, release and transfer the same in accordance with the provisions of this Agreement.

Section 3. Custodian Responsibilities.

(a) Custodian, in accordance with the provisions of Section 4 hereof, has established the Collateral Account (as defined below), which shall be governed by and subject to this Agreement. Custodian shall segregate Custodial Assets it receives from each Pledgor in the Party A Collateral Subaccount (with respect to Collateral delivered by Party A) or the Party B Collateral Subaccount (with respect to Collateral delivered by Party B) each subtitled in the name of each such Pledgor as contemplated in Section 4 hereof. Custodian shall disburse, release and transfer the Custodial Assets only in accordance with Section 4 hereof.

(b) Each of Party A and Party B agrees that Collateral to be delivered to the Custodian for deposit in the Collateral Account may be, and hereby authorizes the Custodian on a continuous and on-going basis to hold Collateral, in the form of book-entry credits to the account of the Custodian. Each of Party A and Party B hereby authorizes the Custodian on a continuous and on-going basis to deposit all Collateral it receives in connection with its performance hereunder. Each of Party A and Party B, in its capacity of a Pledgor, also authorizes the Custodian to hold Collateral in registered form in the name of the Custodian, the name of its nominee or nominees or in blank; provided however, in no event shall such collateral be registered in the name of a Pledgor unless duly endorsed in blank. Where Collateral is transferred to the Collateral Account, the Custodian shall identify such Collateral on its books and records as belonging to the Pledgor that delivered such Collateral, and pledged to the Secured Party and shall provide the Secured Party and the Pledgor a confirmation of such transfer.

(c) Promptly following the end of each calendar month, the Custodian will provide Party A, Party B and the Valuation Agent with a statement identifying all Custodial Assets, if any, in the Collateral Account. In addition, the Custodian shall provide each Party A and Party B secured online access to the identity of all Custodial Assets, if any, in the applicable sub-account of the Collateral Account. In connection with providing such secured online access, the Custodian may require registration and the acceptance of a disclaimer. Party A, Party B and the Valuation Agent shall regularly, but at least once a month, review all such electronic statements and shall promptly advise the Custodian of any error, omission or inaccuracy in each statement. Custodian shall undertake to correct any errors, failures or omissions that are reported to the Custodian by Party A, Party B or the Valuation Agent. Any corrections shall be reflected on subsequent statements.

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(d) As provided in this Section 3 and subject to the next sentence of this paragraph (d), the Custodian will comply with any written entitlement orders directing transfer or redemption of any financial asset relating to the Collateral Accounts received from the Valuation Agent (acting on behalf of Party A and Party B) to withdraw, to redeem or to disburse (or to transfer and deliver) any Custodial Assets (or to deliver any necessary consents in connection therewith), in the amount and to the payee or transferee specified in such written directions; provided that, following the receipt of any entitlement orders from the Valuation Agent by 10:00 a.m. Eastern Standard Time on any Business Day, the Custodian shall effect any transfer of Custodial Assets by the close of business on the immediately following Business Day. After the receipt by the Custodian of written notice from the Secured Party that, as a result of the occurrence of an Event of Default with respect to the Pledgor or an Additional Termination Event with respect to which the Pledgor is the Affected Party, the applicable Secured Party is thereby exercising exclusive control over the Party A Collateral Subaccount or the Party B Collateral Subaccount for which it is the applicable Secured Party, as the case may be (such notice, an “Exclusive Control Notice”), the Custodian agrees that on and after its receipt of an Exclusive Control Notice, it will thereafter immediately cease complying with any such entitlement orders previously issued by the Valuation Agent, and will, with respect to such Party A Collateral Subaccount or such Party B Collateral Subaccount, as the case may be, for which an Exclusive Control Notice has been received, only comply with any written entitlement orders subsequently issued by the applicable Secured Party that has delivered an Exclusive Control Notice to the Custodian without the further consent of the other party or any other person.

(e) Except as otherwise provided in Section 10 hereof, the Custodian shall not subject any Custodial Assets in the Collateral Account to any security interest, lien or right of setoff in favor of the Custodian or any third party claiming through the Custodian, and the Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any Custodial Assets. The Custodian shall have no duty to and shall not advance margin or other credit against the Collateral Account without the prior joint written consent of Party A and Party B. Except as required by law or as explicitly set forth herein, the Custodian shall not agree with any other person or entity that it will comply with any withdrawal, transfer, payment and redemption instructions, or any other entitlement or other orders, from such person or entity concerning the Collateral Account or any items therein, without the prior written consent of Party A and Party B and any such agreement entered into without such consent shall be null and void.

Section 4. Establishment of Collateral Account.

(a) The Custodian hereby establishes (i) a securities account numbered 80435600 and in the name “Green Equity Investors Side V, L.P./Credit Suisse International - Securities Account” (the “Securities Account”), (ii) ) a subaccount to the Securities Account numbered 80435601 and in the name “Green Equity Investors Side V, L.P./Credit Suisse International; Credit Suisse International – Pledgor/ Green Equity Investors Side V, L.P. - Secured Party” (the “Party A Collateral Subaccount”), in respect of which Party A is the Pledgor and Party B is the Secured Party, and (iii) a subaccount to the Securities Account numbered 80435602 and named “Green Equity Investors Side V, L.P./Credit Suisse International; Green Equity Investors Side V, L.P. – Pledgor/ Credit Suisse International – Secured Party” (the “Party B Collateral Subaccount”) in respect of which Party A is the Pledgor and Party B is the Secured Party. The Securities Account, the Party A Collateral Subaccount, and the Party B Collateral Subaccount are collectively referred to herein as the “Collateral Account.”

(b) All securities, investment property or other property underlying any financial assets credited to the Collateral Account, or their respective proceeds, shall be registered in the name of the Custodian, indorsed to the Custodian or in blank or credited to another securities account maintained in the name of the Custodian and in no case will any financial asset credited to the Collateral Account be registered in the name of any Pledgor or any other person, payable to the order of any Pledgor or any other person or specially indorsed to any Pledgor or any other person except to the extent the foregoing have been specially indorsed to the Custodian or in blank; and

(c) All property delivered to the Custodian pursuant to this Agreement will be promptly credited to the Collateral Account.

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Section 5. “Financial Assets” Election; Securities Intermediary. Custodian hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible, or cash) credited to the Collateral Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Custodian hereby represents and warrants and agrees that it is and will at all times be acting as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC and that the Collateral Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Section 6. Entitlement Holder; Entitlement Orders. Each of Party A and Party B agrees that although such party, as a Secured Party, may be the entitlement holder with respect to the Collateral Account, prior to the receipt of the Exclusive Control Notice, the Secured Party shall not be entitled at any time to issue, and the Custodian shall not follow, any entitlement orders or instructions issued by the Secured Party at any time with respect to the Collateral Account, any financial assets credited thereto or any security entitlement with respect to any of the foregoing. Prior to the receipt of the Exclusive Control Notice, the Custodian shall only comply with any written notification or entitlement order it receives from the Valuation Agent directing investment, disbursement, transfer or redemption of any financial asset held in the Collateral Account.

Section 7. Maintenance of Collateral Account. In addition to, and not in lieu of, the obligation of the Custodian to honor written entitlement orders and instructions set forth in Section 3 and Section 6 hereof, the Custodian agrees to maintain the Collateral Account as follows:

(a) Until such time as the Custodian receives an Exclusive Control Notice, Custodian (at the written instruction of the Valuation Agent) shall vote any financial assets credited to the Collateral Account.

(b) Any cash deposited in the Collateral Account shall be invested in investments by the Custodian (at the written instruction of the Valuation Agent and, following a receipt of the Exclusive Control Notice, the written instruction of the applicable Secured Party).

(c) Custodian shall promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and/or any financial assets credited thereto simultaneously to each of Party A and Party B at the address for each set forth in Section 13 of this Agreement.

(d) All items of income, gain, interest, expense and loss recognized in the Collateral Account and all interest, if any, relating to any investment shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the relevant Secured Party.

Section 8. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion hereof) and any other agreement now or hereafter existing, the terms of this Agreement shall prevail.

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(b) Custodian hereby confirms and agrees that:

(i) There are no other agreements entered into between the Custodian and either Party A or Party B with respect to the Collateral Account;

(ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Collateral Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders of such other person; and

(iii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with either Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Section 3 and Section 6 hereof.

Section 9. Adverse Claims. Except for the claims and interest of the Custodian, Party A or Party B in the Collateral Account, the Custodian does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Custodian will promptly notify Party A, Party B and the Valuation Agent.

Section 10. Subordination of Lien; Waiver of Set-Off. In the event that Custodian has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Collateral Account or any security entitlement credited thereto, such security interest shall be subordinate to the security interest of the applicable Secured Party. The financial assets and other items deposited to the Collateral Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person, except that the Custodian may set off (i) all amounts due to the Custodian in respect of customary fees and expenses for the routine maintenance and operation of the Collateral Account and (ii) the face amount of any checks which have been credited to the Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

Section 11. Payment of Fees; Indemnities; No Additional Duties; Interpleader; Force Majeure.

(a) Each of Party A and Party B jointly and not severally agrees to pay to Custodian its fees for the services rendered by it pursuant to Custodian’s fee letter and will reimburse Custodian for its reasonable expenses, including reasonable attorney’s fees incurred in connection with the negotiation and execution of this Agreement, and the performance by it of such services. Except as otherwise noted, this fee covers account acceptance, set up and termination expenses, plus usual and customary related administrative services such as safekeeping, collection and distribution of assets, including normal record-keeping/reporting requirements. Any additional services beyond the receipt payment of funds specified in this Agreement, or activities requiring excessive administrator time or out-of-pocket expenses, shall be deemed extraordinary expenses for which related costs, transaction charges and additional fees will be billed at Custodian’s standard charges for such items.

(b) Each of Party A and Party B (individually, an “Indemnitor” and, collectively, the “Indemnitors”) jointly and not severally hereby indemnifies, defends and holds Custodian, its officers, directors, employees and agents harmless from and against any and all losses, claims, damages, demands, expenses, costs, causes of action, judgments or liabilities that may be incurred by Custodian, its officers, directors, employees and agents (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) arising directly or indirectly out of or in connection with Custodian’s acceptance of appointment and performance as Custodian hereunder, including the reasonable legal costs and expenses, as such expenses are incurred (including, without limitation, the reasonable expenses of any experts, counsel or agents and of investigating, preparing for or defending itself against any action, claim or liability in connection with its performance hereunder). The indemnification provision provided for herein shall be applicable whether or not negligence of Custodian is alleged or proven. In no event, however, shall any Indemnitor be obligated to indemnify Custodian and save Custodian harmless from any fees, expenses, charges and/or liabilities incurred by the Custodian as a result of its own willful misconduct or gross negligence. Promptly after receipt by an Indemnified Party under this Section 11 of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnitors hereunder, notify each Indemnitor in writing of the commencement thereof.

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(c) The parties acknowledge and agree that the Custodian shall not have any additional duties other than those expressly set forth in this Agreement, and the Custodian shall satisfy those duties expressly set forth in this Agreement so long as it acts without gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Custodian shall not be subject to any fiduciary or other implied duties, and the Custodian shall not have any duty to take any discretionary action or exercise any discretionary powers. In no event shall the Custodian be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Custodian has been advised of such loss or damage and regardless of the form of action. Custodian may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent or instrument believed by it to be genuine and to have been signed or presented by the proper party or parties in accordance with the terms of this Agreement. Custodian shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties are purely ministerial in nature. Custodian may consult with and obtain advice from legal counsel as to any provision of this Agreement or its duties hereunder and, solely with respect to the questions of law, shall not be liable for action taken or omitted by it in accordance with the advice of its counsel.

(d) Custodian shall have no liability for loss arising from any cause beyond its control, including but not limited to, the act, failure or neglect of any agent or correspondent selected by the Custodian with due care for the remittance of funds; any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; or the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers; provided that, prior to delegating or assigning any duties under this Agreement to any third-party agents, including any duties relating to holding of Collateral, any transfers of Collateral or related payments with respect to any account, prior to effecting any such delegation or assignment, Custodian shall obtain a consent of the Pledgor and the Secured Party for such account to such delegation or assignment, and following the receipt of such Exclusive Control Notice, solely the Secured Party for such account.

(e) The provisions of this Section shall survive the termination of this Agreement and the resignation or removal of the Custodian for any reason.

Section 12. Successors; Assignment; Amendments.

(a) The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors who obtain such rights solely by operation of law, and permitted assigns. Neither this Agreement nor any right or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) or delegated by any party hereto without the prior written consent of each other party. Any purported transfer that is not in compliance with this provision will be void; provided however, any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto and without the consent of any other party hereto; provided, further that, should Wells Fargo resign or be removed as the Custodian under the terms of the Collateral Agreement or otherwise, the institution succeeding Wells Fargo shall succeed Wells Fargo as the Custodian hereunder.

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(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

Section 13. Notices. All notices, approvals, comments or other communications required or desired to be given hereunder shall be in writing and delivered in person or mailed by certified mail or courier, postage prepaid, addressed as follows, or by facsimile transmission, and shall be deemed given when received:

Party A:
Credit Suisse International One Madison Avenue, 2nd Floor New York, NY 10010
Telephone:	(212) 538-6073
Facsimile:	(917) 326-8641
Group E-mail:	americas.collateralmgt@credit-suisse.com;
	Douglas.Romm@credit-suisse.com
Attention:	Mr. Douglas Romm
	Collateral Management Americas
Party B:
Green Equity Investors Side V, L.P. 11111 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025
Telephone:	(310) 954-0433
Facsimile:	(310) 954-0035
Email:	franklin@leonardgreen.com
Attention:	Cody Franklin
With a copy to:
Telephone:	(310) 954-0425
Facsimile:	(310) 954-0035
Email:	galashan@leonardgreen.com
Attention:	Kris Galashan
Custodian:
Wells Fargo Bank, N.A. 9062 Old Annapolis Rd. Columbia, Maryland 21045
Attn:	CDO Trust Services—The Secured Party Hedge Facility
Fax:	(410) 715-3748

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Valuation Agent:
Credit Suisse International One Madison Avenue, 2nd Floor New York, NY 10010
Telephone:	(212) 538-6073
Facsimile:	(917) 326-8641
Group E-mail:	americas.collateralmgt@credit-suisse.com;
	Douglas.Romm@credit-suisse.com
Attention:	Mr. Douglas Romm
	Collateral Management Americas

Any party may change its address for notices in the manner set forth above.

Section 14. Termination. The obligations of the Custodian pursuant to this Agreement shall continue in effect until the earlier of (i) the security interests in the Collateral Account having been terminated pursuant to the terms of the Transaction Agreement and the Collateral Agreement and Party A and Party B jointly notifying the Custodian of such termination in writing, or (ii) Party A and Party B, upon a five (5) Business Days’ prior written notice, jointly notifying the Custodian of its replacement or otherwise their intention to terminate this Agreement. Notwithstanding the foregoing, the Custodian may terminate this Agreement by giving to the other parties a notice in writing specifying the date of such termination which shall not be less than thirty (30) calendar days after the date of giving such notice provided that such termination shall not be effective until the Custodial Assets in the Party A Collateral Subaccount have been transferred to or as directed by Party B and the Custodial Assets in the Party B Collateral Subaccount have been transferred to or as directed by Party A whether a Notice of Exclusive Control has been issued by such Secured Party or not. Such notice shall not affect or terminate a Secured Party’s security interest in and lien upon the Collateral or Custodian’s rights hereunder.

Section 15. Choice of Law. Both this Agreement and the Collateral Account shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Custodian’s jurisdiction within the meaning of Section 8-110 of the UCC and the Collateral Account (as well as the security entitlements related thereto) shall be governed by the laws of the State of New York.

Section 16. Jurisdiction. Each party irrevocably:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement (“Proceedings”), or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; and

(b) consents that any such Proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

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provided; however that nothing in this Agreement shall preclude (nor is anything in this Agreement intended to preclude) any applicable party from bringing Proceedings in any other jurisdiction if (i) the courts of the State of New York or the United States District Court located in the Borough of Manhattan in New York City lack jurisdiction over the parties or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (ii) the Proceedings are commenced by the applicable person to enforce its rights against the Collateral in the manner and to the extent permitted under the terms of the Collateral Agreement; (iii) the Proceedings are commenced to appeal any court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (iv) any suit, action or proceeding has been commenced in another jurisdiction by or against such party or against its property, assets or estate and, in order to exercise or protect its right, interests or remedies under this Agreement, such party (x) joins, files a claim, or takes any other action, in any such suit, action or proceeding or (y) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.

Section 17. Severability; Counterparts. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date specified on the first page of this document.

CREDIT SUISSE INTERNATIONAL, as Party A and Valuation Agent

By:	/S/ SHUL WONG
Name:	Shul Wong
Title:	Authorized Signatory
By:	/S/ BARRY DIXON
Name:	Barry Dixon
Title:	Authorized Signatory

GREEN EQUITY INVESTORS SIDE V, L.P., as Party B

By:	GEI Capital V, LLC, its general partner
By:	/S/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian

By:	/S/ JOSÉ M. RODRIGUEZ
Name:	José M. Rodriguez
Title:	Vice President

[Signature Page to Custody and Securities Account Control Agreement]

EX-7.5

Exhibit 7.5

CS LETTERHEAD

Green Equity Investors Side V, L.P.

11111 Santa Monica Blvd.

Suite 2000

Los Angeles, CA 90025

June 15, 2010

Dear Sirs and Mesdames:

This letter agreement between Credit Suisse International (“Party A”) and Green Equity Investors Side V, L.P. (“Party B”) is intended to constitute Paragraph 13 of the printed form of the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), which is hereby incorporated herein. The provisions contained in this letter agreement shall constitute the Credit Support Document for (i) a certain Share Option Transaction entered into by Party A and Party B on the date hereof, with respect to the shares of Common Stock of BJ’s Wholesale Club Inc. (the “Transaction”), governed by a letter confirmation (the “Confirmation”) executed by Party A and Party B with respect to such Transaction, and (ii) an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border), whose terms been incorporated by each Confirmation.

For the purposes of this letter agreement, paragraphs 1 through 12 of the Form CSA, the provisions of the Confirmation and the Agreement are incorporated by reference herein, subject to the elections and modifications set out below. Any defined terms used, but not otherwise defined, in this letter agreement, shall have a meaning assigned to them in the relevant document incorporated into this letter agreement. In the case of any inconsistency between the definitions or provisions of this letter agreement and the Form CSA, the Confirmation or the Agreement, the relevant definitions or provisions shall be interpreted in the following order of preference: (i) this letter agreement, (ii) the Confirmation, (iii) the Form CSA and (iv) the Agreement.

Party A and Party B hereby agree to make the following elections with respect to the Form CSA applicable to the Transactions.

Paragraph 13.

(a) Security Interest for “Obligations”.

The term “Obligations” as used in this Annex includes the following additional obligations:

With respect to Party A: None.

With respect to Party B: None.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(C) “Credit Support Amount” has the meaning specified in Paragraph 3.

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(ii) Eligible Collateral. On any date, the following items will qualify as “Eligible Collateral” for each party:

		Valuation Percentage
(A)	Cash	100%
(B)	Treasury Securities having a remaining maturity on such date of less than 1 year	100%
(C)	Treasury Securities having a remaining maturity on such date equal to or greater than 1 year but less than 5 years	98%
(D)	Treasury Securities having a remaining maturity on such date equal to or greater than 5 years but less than 10 years	97%
(E)	Treasury Securities having a remaining maturity on such date equal to or greater than 10 years but less than 30 years	95%
(E)	Any other collateral acceptable to Secured Party	Percentage reasonably determined by Secured Party

“Treasury Securities” means negotiable, registered debt obligations issued by the U.S. Treasury Department, but excluding principal-only and interest-only Treasury strips.

(iii) Thresholds.

(A) “Independent Amount” means with respect to Party A: Zero

“Independent Amount” means with respect to Party B: for any Valuation Date, an amount equal to the aggregate of Notional Amounts of all Put Options with respect to the Transactions.

“Notional Amount” means, for each Transaction on any Valuation Date, an amount equal to the product of (i) the Number of Options for such Transaction, (ii) the Option Entitlement for such Transaction, (iii) the Strike Price for such Transaction and (iv) 0.15.

(B) “Threshold” means with respect to Party A: Zero

“Threshold” means with respect to Party B: Zero

(C) “Minimum Transfer Amount” means with respect to Party A: $250,000; provided that where there has occurred and is continuing an Event of Default or Termination Event with respect to Party A, the Minimum Transfer Amount shall be zero.

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“Minimum Transfer Amount” means with respect to Party B: $250,000; provided that where there has occurred and is continuing an Event of Default or Termination Event with respect to Party B, the Minimum Transfer Amount shall be zero.

(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of US$10,000.

(c) Valuation and Timing.

(i) “Valuation Agent” means Party A for all purposes; provided that, notwithstanding the provisions of Paragraph 5, upon Party B’s request, Party A shall provide to Party B reasonable details and explanation of any calculation or determination made by it hereunder in the capacity of the Valuation Agent.

(ii) “Valuation Date” means each Local Business Day which, if treated as a Valuation Date, would result in a Delivery Amount or Return Amount.

(iii) “Valuation Time” means the close of business in the city of the Valuation Agent on the Local Business Day before the Valuation Date or date of calculation, as applicable, provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.

(d) Conditions Precedent and Secured Party’s Rights and Remedies.

(i) Subject to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex the following events will each be a “Specified Condition” for the party specified (that party being the Affected Party if the event occurs with respect to that party):

	Party A	Party B
- Illegality	x	x
- Credit Event Upon Merger	x	x
- Additional Termination Event(s):	x	x
- An event which, with the giving of notice or the passage of time, or both, would constitute [one or more of] the foregoing event[s]	x	x

(ii) For the purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words “Specified Condition” shall be deleted and the words “Termination Event” shall be substituted therefor and provided further that for the purposes of Paragraph 8(b) the words “or been designated” shall be deleted in their entirety;

(iii) For the purposes of sub-Paragraph 8(a)(1) the words “Specified Condition” shall be deleted in their entirety.

(e) Substitution.

“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

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(f) Dispute Resolution.

(i) “Resolution Time” means 10:00 a.m., New York time, on the Local Business Day following the date on which the notice of the dispute is given under Paragraph 5.

(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible Collateral and Posted Collateral will be calculated as follows:

(A) with respect to any Cash; the amount thereof; and

(B) with respect to any Eligible Collateral comprising securities; the sum of (a)(x) the last bid price on such date for such securities on the principal national securities exchange on which such securities are listed, multiplied by the applicable Valuation Percentage or (y) where any such securities are not listed on a national securities exchange, the bid price for such securities quoted as at the close of business on such date by any principal market maker for such securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available; multiplied by the applicable Valuation Percentage; plus (b) the accrued interest on such securities (except to the extent that such interest shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price referred to in subparagraph (a) above) as of such date.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians:

There shall be a single custodian for each Party A and Party B. Initially, the Custodian shall be Wells Fargo Bank, National Association.

Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that:

(1) Custodian shall at all times either have a long term debt or deposit rating of at least A- from Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies Inc. and at least A3 from Moody’s Investors Service, Inc. (or their respective successors) or have net capital in excess of US$500 million; and

(2) if the Custodian fails to maintain such rating, the parties shall in good faith agree, as promptly as reasonably practicable following any notice of the Custodian’s failure or potential to maintain the rating described in paragraph (1), select a replacement Custodian.

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Party A and Party B.

(h) Distributions and Interest Amount.

(i) Interest Rate. The “Interest Rate” will be, the effective rate for Federal Funds, as reported in the Federal Reserve Publication H.15-519 (or any successor publication); provided that if, for any reason, such rate should be unavailable the Interest Rate shall be such rate as the Valuation Agent shall reasonably determine.

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(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the second Local Business Day following the end of each calendar month, to the extent that a Delivery Amount would not be created or increased by that transfer in which event such Interest Amount will be retained by the Secured Party, and on any Local Business Day on which all Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply and for the purposes of calculating the Interest Amount the amount of interest calculated for each day of the Interest Period shall be compounded daily.

(i) Additional Representation(s).

There are no additional representations by either party.

(j) Demands and Notices.

All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, save that any demand, specification or notice:

(i) shall be given to or made at the following addresses:

If to Party A:

Address: 7033 Louis Stephens Drive
P.O. Box 110047
Research Triangle Park, NC 27709
Telephone:	(919) 994-4820
Facsimile:	(917) 326-8626
Group E-mail:	americas.collateralmgt@credit-suisse.com
Attention:	Collateral Management Americas

If to Party B:

Green Equity Investors Side V, L.P.
Address: 11111 Santa Monica Blvd.
Suite 2000
Los Angeles, CA 90025
Telephone:	(310) 954-0433
Facsimile:	(310) 954-0035
Email:	franklin@leonardgreen.com
Attention:	Cody Franklin
Telephone:	(310) 954-0425
Facsimile:	(310) 954-0035
Email:	galashan@leonardgreen.com
Attention:	Kris Galashan

or at such other address as the relevant party may from time to time designate by giving notice (in accordance with the terms of this paragraph) to the other party;

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(ii) shall (unless otherwise stated in this Annex) be deemed to be effective at the time such notice is actually received unless such notice is received on a day which is not a Local Business Day or after the Notification Time on any Local Business Day in which event such notice shall be deemed to be effective on the next succeeding Local Business Day.

(k) Address for Transfers.

Party A: To be notified to Party B by Party A at the time of the request for the Transfer.

Party B: To be notified to Party B by Party A at the time of the request for the Transfer.

(m) Other Provisions.

(i) Additional Definitions

As used in this Annex:

“Equivalent Collateral” means, with respect to any security constituting Posted Collateral, a security of the same issuer and, as applicable, representing or having the same class, series, maturity, interest rate, principal amount or liquidation value and such other provisions as are necessary for that security and the security constituting Posted Collateral to be treated as equivalent in the market for such securities;

“Local Business Day” means: (i) any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London and New York, and (ii) in relation to a Transfer of Eligible Collateral, a day on which the clearance system agreed between the parties for the delivery of Eligible Collateral is open for acceptance and execution of settlement instructions (or in the case of a Transfer of Cash or other Eligible Collateral for which delivery is contemplated by other means, a day on which commercial banks are open for business (including dealings for foreign exchange and foreign deposits) in New York and such other places as the parties shall agree);

(ii) Events of Default

Paragraph 7 shall be amended so that the references in Paragraph 7(ii) and Paragraph 7(iii) to “five Local Business Days” and “thirty days” respectively, shall instead be replaced by “three Local Business Days” and “three Local Business Days,” respectively.

(iii) Return of Fungible Securities

In lieu of returning to the Pledgor pursuant to Paragraphs 3(b), 4(d), 5 and 8(d) any Posted Collateral comprising securities the Secured Party may return Equivalent Collateral.

(iv) Covenants of the Pledgor

So long as the Agreement is in effect, the Pledgor covenants that it will keep the Posted Collateral free from all security interests or other encumbrances created by the Pledgor, except the security interest created hereunder and any security interests or other encumbrances created by the Secured Party; and will not sell, transfer, assign, deliver or otherwise dispose of, or grant any option with respect to any Posted Collateral or any interest therein, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any Posted Collateral or any interest therein, without the prior written consent of the Secured Party.

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(v) No Counterclaim

A party’s rights to demand and receive the Transfer of Eligible Collateral as provided hereunder and its rights as Secured Party against the Posted Collateral or otherwise shall be absolute and subject to no counterclaim, set off, deduction or defence in favour of the Pledgor except as contemplated in Sections 2 and 6 of the Agreement and Paragraph 8 of this Annex.

(vi) Costs of Transfer on Substitution

Notwithstanding Paragraph 10(a), the Pledgor will be responsible for, and will reimburse the Secured Party for, all transfer and other taxes and other costs involved in the Transfer of Collateral either from the Pledgor to the Secured Party (or any agent or custodian for safekeeping of the Secured Party) or from the Secured Party (or any agent or custodian for safekeeping of the Secured Party) to the Pledgor pursuant to Paragraph 4(d).

(vii) Holding Collateral

Notwithstanding the Secured Party’s right to use Posted Collateral pursuant to Paragraphs 6(c) and to exercise its rights and remedies as a secured party pursuant to Paragraph 8(a), the Secured Party and its Custodian shall use appropriate accounting and recordkeeping procedures to segregate on their books and records all Posted Collateral from their respective proprietary assets.

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IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

CREDIT SUISSE INTERNATIONAL		Green Equity Investors Side V, L.P.
By:	/S/ SHUL WONG	By:	GEI Capital V, LLC, its general partner
Name:	Shul Wong	Name:
Title:	Authorized Signatory	Title:
Date:		Date:
By:	/S/ JOYCE LIM	By:	/S/ CODY FRANKLIN
Name:	Joyce Lim	Name:	Cody Franklin
Title:	Authorized Signatory	Title:	CFO
Date:		Date:	6/15/10

8

EX-7.6

Exhibit 7.6

June 15, 2010

Green Equity Investors Side V, L.P.

11111 Santa Monica Blvd.

Suite 2000

Los Angeles, CA 90025

External ID: 54151773 – Risk ID: 455053274

Dear Sirs and Mesdames:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Party A and Party B through the Agent on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation “Party A” means Credit Suisse International and “Party B” means Green Equity Investors Side V, L.P., a Delaware Limited Partnership and “Agent” means Credit Suisse Securities (USA) LLC, solely in its capacity as agent for Party A and Party B.

1. The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions”, and, together with the 2006 Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the 2002 Definitions and the 2006 Definitions, the 2002 Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. The transactions contemplated by this Confirmation shall be comprised of the Put Option and the Call Option (each, as defined below), each of which shall be considered a “Share Option Transaction” for the purposes of the 2002 Definitions. Any term included in this Confirmation and not specifically designated as applicable to either the Put Option or the Call Option shall be deemed applicable to both the Put Option and the Call Option.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border) (the “ISDA Form”), as published by the International Swaps and Derivatives Association, Inc., as if Party A and Party B had executed the ISDA Form (without any Schedule thereto) on the date hereof. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified below. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which they relate and replace any previous agreement between us with respect to the subject matter hereof. This Confirmation and all other confirmations or agreements between us referencing the ISDA Form, shall be deemed to supplement, form part of and be subject to the same, single Agreement.

1

External ID: [54151773] – Risk ID: [455053274]

If there exists any ISDA Master Agreement between Party A and Party B or any confirmation or other agreement between Party A and Party B, pursuant to which an ISDA Master Agreement is deemed to exist between Party A and Party B, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Party A and Party B are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

The provisions of (i) the letter agreement (the “Letter Agreement”) between Party A and Party B, dated as of June 15, 2010, incorporating the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”) and including the parties’ elections with respect to Paragraph 13 of the Form CSA, and (ii) a custody and control agreement (the “Control Agreement”), to be entered into among Party A, Party B and Wells Fargo Bank, National Association (“Wells Fargo”), governing credit support obligations of the parties contemplated by the Letter Agreement, shall each constitute a Credit Support Document with respect to this Transaction for purposes of the Agreement; provided that, if the Control Agreement is not executed by Party A, Party B and Wells Fargo by the 5^th Business Day following the date hereof, an Additional Termination Event shall be deemed to occur, with respect to which, notwithstanding anything to the contrary in the Agreement, either party shall be entitled to designate an Early Termination Date for this Transaction, with Party B being the sole Affected Party with respect to such Additional Termination Event.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:
Trade Date:	June 15, 2010
Option Style:	American
Shares:	Common Stock, $0.01 par value per Share, of BJ’s Wholesale Club Inc. (the “Issuer”) (Ticker: “BJ”).
Number of Options:	The number of Options with respect to which Party A has established its initial Hedge Positions for this Transaction by the end of the Initial Hedge Period, such number not to exceed 692,265; provided that, on each Scheduled Trading Day during the Initial Hedge Period, Party A shall notify Party B about the Number of Options with respect to which Party A has established its Hedge Positions as of such day and the weighted average price at which Party A has established such Hedge Positions.

2

External ID: [54151773] – Risk ID: [455053274]

Strike Price:	On the final day of the Initial Hedge Period, an amount equal to 50% of the Initial Hedge Price.
	On any day following the Initial Hedge Period, the Strike Price shall be the Strike Price as of the immediately preceding calendar day, multiplied by the sum of (i) one (1) and (ii) the Daily Rate for such day.
Daily Rate:	For any day, (i) (A) LIBOR Rate for such day, plus (B) the Spread, divided by (ii) 360.
LIBOR Rate:	For any day, USD-LIBOR-BBA-Bloomberg with a Designated Maturity of three (3) months.
Spread:	40 basis points.
Initial Hedge Price:	The weighted average of the prices at which Party A establishes its initial Hedge Positions with respect to this Transaction.
Initial Hedge Period:	The period commencing on and including the Scheduled Trading Day immediately following the Trade Date and ending on and including the Scheduled Trading Day on which Party A completes the establishment of its initial Hedge Position with respect to this Transaction; provided, however that, Party B shall have the right to terminate the Initial Hedge Period at any time and, if Party B notifies (in writing) Party A of such election, Party A shall immediately cease the establishment of its initial Hedge Positions for this Transaction and the Number of Options for this Transaction shall be equal to the number of Options with respect to which Party A has established its Hedge Positions at the time of such termination and the Premium, the Initial Hedge Price and other terms relevant to this Transaction shall be established at the time of such termination. For the avoidance of doubt, if Party B early terminates the Initial Hedge Period, the final day of the Initial Hedge Period shall be the day of the notice of such early termination; provided that, if such day is not a Scheduled Trading Day, Party A shall not effect any activities with respect to the establishment of its

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External ID: [54151773] – Risk ID: [455053274]

	initial Hedge Positions for this Transactions and, for the purposes of delivery of the Hedge Completion Notice and the calculation of the Initial Hedge Day Accretion Amounts, the final day of the Initial Hedge Period shall be the immediately succeeding Scheduled Trading Day.
Premium:	To be provided in Hedge Completion Notice.
Premium Payment Date:	The third (3rd) Scheduled Trading Day after the Initial Hedge Period. On the Premium Payment Date, Party B shall pay to Party A an amount equal to the sum of (i) the Premium, (ii) an amount equal to the product of (A) $0.03 and (B) the Number of Options for this Transaction, and (iii) an amount equal the sum of the Initial Hedge Day Accretion Amounts for all days occurring during the Initial Hedge Period.
Initial Hedge Day Accretion
Amount:	For each day during the Initial Hedge Period, the Initial Hedge Day Accretion Amount for such day shall be equal to the product of (i) the aggregate cost that Party A has incurred as of such day to establish its initial Hedge Position and (ii) the Daily Rate applicable to such day.
Hedge Completion Notice:	On the final Scheduled Trading Day of the Initial Hedging Period, Party A shall specify the Number of Options, the initial Strike Price, the Premium and the sum of the Initial Hedge Day Accretion Amounts for this Transaction and shall, on such Scheduled Trading Day, deliver to Party B a notice, in the form of Annex A attached hereto, specifying such terms.
Commission:	If Cash Settlement applies with respect to any Options under this Transaction, in addition to the parties’ other settlement obligations under this Transaction, Party B shall, on the relevant Cash Settlement Payment Date, pay to Party A an amount equal to the product of (i) $0.02 and (ii) the number of Options with respect to which Cash Settlement applied on the corresponding Exercise Date.

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External ID: [54151773] – Risk ID: [455053274]

Exchange:	New York Stock Exchange
Related Exchange(s):	Not Applicable
Call Option:
Option Type:	Call
Seller:	Party A
Buyer:	Party B
Put Option:
Option Type:	Put
Seller:	Party B
Buyer:	Party A
Procedure for Exercise:
Expiration Time:
The Valuation Time
Expiration Date:	June 15, 2012 or, if such day is not a Scheduled Trading Day, the first immediately following Scheduled Trading Day.
Multiple Exercise:	Applicable
Minimum Number of Options:	50,000
Maximum Number of Options:	Number of Options
Automatic Exercise:	Not Applicable
Party A’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of giving Notice:	As provided in Section 4

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External ID: [54151773] – Risk ID: [455053274]

Party B’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of giving
Notice:	Cody Franklin
	Telephone: (310) 954-0433
	Email: franklin@leonardgreen.com
	Kris Galashan
	Telephone: (310) 954-0425
	Email: galashan@leonardgreen.com
Valuation:
Valuation Date:	The Exercise Date
Calculation Agent:	Party A; provided that, upon Party B’s request, Party A shall provide to Party B reasonable details and explanation of any calculation or determination made by it hereunder in the capacity of Calculation Agent, Hedging Party or Determining Party (including, for the avoidance of doubt, all calculations with respect to any Credit Support Document for the Transaction).
Call Option Settlement Terms:
Cash Settlement:	Applicable
Settlement Method Election:	Applicable
Electing Party:	Party B
Settlement Method Election Date:	The Scheduled Trading Day immediately preceding any Exercise Date.
Default Settlement Method:	Cash Settlement
Settlement Date:	The third (3rd) Scheduled Trading Day following the Valuation Date.
Put Option Settlement Terms:
Cash Settlement:	Applicable

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External ID: [54151773] – Risk ID: [455053274]

Settlement Method Election:	Not Applicable
Settlement Currency:	USD
Cash Settlement Payment Date:	The third (3rd) Scheduled Trading Day following the Valuation Date.
Extraordinary Dividends:	Any dividend or distribution on the Shares, including any dividend or distribution paid exclusively in cash.
Payment Obligation in Respect of Extraordinary Dividends:	In the event of any Extraordinary Dividend for which the ex-dividend date occurs during the period from, but excluding, the Trade Date to, and including, the Valuation Date, Party A shall make a delivery or payment to Party B, within one (1) Scheduled Trading Days of the date that such Extraordinary Dividend is delivered or paid to holders of Shares, of the type of property or cash, as the case may be, delivered or paid by the Issuer in such Extraordinary Dividend in an amount equal to the product of (i) (x) after the Initial Hedge Period, the number of Options that are not exercised on the record date applicable to such Extraordinary Dividend, or (y) during the Initial Hedge Period, the number of Shares Party A holds on the record date applicable to such Extraordinary Dividend, as the case may be; and (ii) the amount of property or cash, as the case may be, that would be received by a holder of one Share in connection with such Extraordinary Dividend, as determined by the Calculation Agent.
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
Share for Share:	Calculation Agent Adjustment
Share for Other:	Calculation Agent Adjustment

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External ID: [54151773] – Risk ID: [455053274]

Share for Combined:	Calculation Agent Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:
Share for Share:	Calculation Agent Adjustment
Share for Other:	Calculation Agent Adjustment
Share for Combined:	Calculation Agent Adjustment
Composition of
Combined Consideration:	Not Applicable
Nationalization, Insolvency
or Delisting:	Cancellation and Payment (Calculation Agent Determination)
	In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, a Delisting shall only be deemed to occur if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); provided that, if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable; provided that (a) Section 12.9(a)(ii)(X) of the 2002 Definitions is hereby amended by replacing the word ‘Shares’ with the words ‘Hedge Positions’.
Insolvency Filing:	Applicable
Hedging Disruption:	Applicable
Hedging Party:	Party A
Determining Party:	Party A

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External ID: [54151773] – Risk ID: [455053274]

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
Account Details:
Payments to Party A:	To be advised under separate cover or telephone confirmed prior to each Payment Date.
Payments to Party B:	To be advised under separate cover or telephone confirmed prior to each Payment Date.

3. Additional Provisions:

Each party hereby represents and warrants to the other party as of the date hereof that:

(i) it is an “eligible contract participant” as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended; and

(ii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

The purpose of the Transaction is to allow Party B synthetically to gain exposure to fluctuations in the price of the Shares. Accordingly, that Party A and Party B agree that it is an express term of the Transaction that, except as contemplated by the “Physical Settlement” provisions above, if applicable:

(i) neither party acquires any right to acquire or dispose of any Share or any interest in or right to vote or give any consent with respect to any Share by virtue of the Transaction; and

(ii) neither party is obligated to sell, purchase, hold, deliver or receive any Share by virtue of the Transaction.

Party B represents to Party A on the Trade Date and during the term of this Transaction that:

(i) it is not on the date hereof, nor has been at any time in the three months prior to the date of the Trade Date, (a) an “affiliate”, within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) of the Issuer or (b) subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in respect of the Shares. Party B covenants that if at any time during the term of the Transaction it believes that it has acquired such status or becomes so subject, it will immediately notify Party A;

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External ID: [54151773] – Risk ID: [455053274]

(ii) it is not on the date hereof in possession of any material non-public information regarding the Shares or the Issuer. It covenants that it will not seek to exercise, terminate, amend or otherwise modify the Transaction if it is in possession of any material non-public information regarding the Issuer or the Shares;

(iii) it is entering into this Confirmation in good faith and not with the intent or as a part of a plan to evade compliance with federal securities laws including, without limitation, Section 13(d) of and Rule 10b-5 promulgated under the Exchange Act;

(iv) this Transaction is consistent with all material regulatory requirements arising from or applicable to this Transaction and it has taken all steps necessary to ensure that this Transaction complies with such requirements, if applicable, with the proper regulatory authorities in the applicable jurisdiction; and

(v) it is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such sophistication, knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the Transaction, and it is able to bear the economic risk of the Transaction.

Party B represents and covenants that it has made all public filings under the Exchange Act with respect to the Shares as required by applicable law or regulation and, during the term of the Transaction, it will continue to make all such required public filings under the Exchange Act with respect to the Shares. Party B represents that the aggregate amount of all Shares beneficially owned by it for purposes of Section 13(d) of the Exchange Act, when combined with the notional amount of Shares underlying any long derivative position, is less than 20% of the outstanding Shares.

4. Matters relating to the Agent:

(a) As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Credit Suisse Securities (USA) LLC in its capacity as Agent will be responsible for (i) effecting this Transaction, (ii) issuing all required confirmations and statements to Party A and Party B, (iii) maintaining books and records relating to this Transaction as required by Rules 17a-3 and 17a-4 under the Exchange Act and (iv) unless otherwise requested by Party B, receiving, delivering, and safeguarding Party B’s funds and any securities in connection with this Transaction, in compliance with Rule 15c3-3 under the Exchange Act.

(b) Credit Suisse Securities (USA) LLC is acting in connection with this Transaction solely in its capacity as Agent for Party A and Party B pursuant to instructions from Party A and Party B. Credit Suisse Securities (USA) LLC shall have no responsibility or personal liability to Party A or Party B arising from any failure by Party A or Party B to pay or perform any obligations hereunder, or to monitor

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External ID: [54151773] – Risk ID: [455053274]

or enforce compliance by Party A or Party B with any obligation hereunder, including without limitation, any obligations to maintain collateral. Each of Party A and Party B agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Transaction. Credit Suisse Securities (USA) LLC shall otherwise have no liability in respect of this Transaction, except for its gross negligence or wilful misconduct in performing its duties as Agent.

(c) Any and all notices, demands, or communications of any kind relating to this Transaction, including without limitation, any option exercise notice, between Party A and Party B shall be transmitted exclusively through the Agent at the following address:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

For payments and deliveries:

Telephone No.: (919) 994-4790

Facsimile No.: (919) 994-4768

For all other communications:

Telephone No.: (212) 538-6040

Facsimile No.: (917) 326-8603

(d) The date and time of the Transaction evidenced hereby will be furnished by the Agent to Party A and Party B upon written request.

(e) The Agent will furnish to Party B upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

(f) Party A and Party B each represents and agrees (i) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (ii) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

(g) Party A and Party B each is aware of and agrees to be bound by the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) applicable to option trading and is aware of and agrees not to violate, either alone or in concert with others, the position or exercise limits established by the FINRA. Notwithstanding the foregoing, nothing herein shall constitute a submission to the jurisdiction of the FINRA, including its arbitration provisions, by Party B.

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External ID: [54151773] – Risk ID: [455053274]

Account Details:
Payments to Agent:	Citibank, N.A.
	ABA: 021-000-089
	A/c: 40804388
	A/c Name: Credit Suisse Securities (USA) LLC
Payments to Party A:	To be specified.
Payments to Party B:	To be specified

5. U.S. Private Placement Representations

As this Transaction constitutes, or may constitute, the sale by Party A to Party B, through Agent, of a Security or Securities (as defined in the Securities Act), in addition to the representations contained in Section 3 of the Agreement, Party B hereby represents to Party A, in accordance with Section 3 of the Agreement, as follows:

(a) Party B is acquiring such Securities through Agent for its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, except for any limited partners of Party B, no other person has a direct or indirect beneficial interest in any such Securities acquired by Party B through Agent;

(b) Party B understands that the offer and sale by Party A, through Agent, of such Securities are intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. In furtherance thereof, Party B represents and warrants that (i) it has the financial ability to bear the economic risk of its investment and has adequate means of providing for its current needs and other contingencies, (ii) it is experienced in investing in options and similar instruments and has determined that such securities are a suitable investment for it, and (iii) it is an institution that qualifies as an “accredited investor” as that term is defined in Regulation D under the Securities Act; and

(c) Party B has been given the opportunity to ask questions of, and receive answers from, Party A through Agent concerning the terms and conditions of such Securities and concerning the financial condition and business operations of Party A and has been given the opportunity to obtain such additional information necessary in order for Party B to evaluate the merits and risks of purchase of such Securities to the extent Party A possesses such information or can acquire it without unreasonable effort or expense.

(d) Party B hereby acknowledges that it understands and agrees that disposition of any such Securities may be restricted under the Agreement, the Securities Act and state securities laws. For example, such Securities have not been registered under the Securities Act or under the securities laws of certain states and, therefore, may not be resold, pledged, assigned or otherwise disposed of unless they have been registered under the Securities Act and under the applicable laws of such states or an exemption from such registration is available.

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External ID: [54151773] – Risk ID: [455053274]

Credit Suisse International is authorized and regulated by The Financial Services Authority and has entered into this Transaction as principal. The time at which the above Transaction was executed will be notified to Party B (through the Agent) on request.

6. Transfer and Assignment.

Notwithstanding anything to the contrary in the Agreement, upon Party A’s consent, Party B may transfer or assign its rights and obligations under this Transaction and under the Agreement, in whole or in part. Party A may transfer or assign without Party B’s consent its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its affiliates; provided that the senior unsecured debt rating (“Credit Rating”) of such affiliate (or any guarantor of its obligations under the transferred Transaction) is equal to or greater than the Credit Rating of Party A, as specified by S&P or Moody’s, at the time of such assignment or transfer.

7. Notices.

Notwithstanding anything to the contrary in the Agreement, for the purposes of Section 12 of the Agreement, all notices shall be delivered to the addresses specified in “Procedures for Exercise” of this Confirmation.

8. Termination Provisions:

(a) Payments on Early Termination. For the purpose of Section 6(e), Second Method and Loss will apply.

(b) “Termination Currency” means United States Dollars.

(c) Netting. The provisions of Section 2(c) of the Agreement will not apply.

(d) Default under Specified Transactions and Cross Default. Shall apply to Party A and Party B, the Threshold Amount shall be USD 50,000,000, and the Specified Entity shall be all Affiliates.

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External ID: [54151773] – Risk ID: [455053274]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation.

Yours faithfully,
Credit Suisse International
By:	/S/ SHUL WONG
Name:	Shul Wong
Title:	Authorized Signatory
By:	/S/ JOYCE LIM
Name:	Joyce Lim
Title:	Authorized Signatory
Credit Suisse Securities (USA) LLC, as agent for Credit Suisse International
By:	/S/ SHUL WONG
Name:	Shul Wong
Title:	Vice President

Confirmed as of the date first written above:
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its general partner
By:	/S/ CODY FRANKLIN
Name:	Cody Franklin
Title:	CFO

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External ID: [54151773] – Risk ID: [455053274]

EX-7.7

Exhibit 7.7

CUSTODY AND SECURITIES ACCOUNT CONTROL AGREEMENT

This Custody and Securities Account Control Agreement (this “Agreement”) is dated as of June 23, 2010 and is by and among Credit Suisse International (“Party A”), as a Pledgor (as defined in the Collateral Agreement) with respect to the Party A Collateral Subaccount (as defined below) numbered 80435501 and as a Secured Party (as defined in the Collateral Agreement) with respect to the Party B Collateral Subaccount (as defined below) numbered 80435502, Green Equity Investors V, L.P. (“Party B”), as a Pledgor (as defined in the Collateral Agreement) with respect the Party B Collateral Subaccount (as defined below) numbered 80435502 and as a Secured Party (as defined in the Collateral Agreement) with respect to the Party A Collateral Subaccount (as defined below) numbered 80435501, Credit Suisse International, in its capacity as valuation agent (“Valuation Agent”), and Wells Fargo Bank, National Association (“Wells Fargo”), in its capacity as custodian and securities intermediary (the “Custodian”).

WHEREAS, Party A and Party B have entered into (i) a certain Share Option Transaction, governed by a letter confirmation (the “Confirmation”), dated as of June 15, 2010, incorporating an agreement in the form of the 1992 ISDA Master Agreement (the “Master Agreement” and together with the Confirmation, the “Transaction Agreement”), and (ii) a letter agreement (the “Letter Agreement”), dated as of June 15, 2010, incorporating the 1994 ISDA Credit Support Annex (Bilateral Form – New York Law) (the “Form CSA”), and including the parties’ elections with respect to Paragraph 13 of the Form CSA (the Letter Agreement, as supplemented by the Form CSA, the “Collateral Agreement”), to constitute a Credit Support Document with respect to the Transaction Agreement;

WHEREAS, Paragraph 13(g) of the Collateral Agreement provides that Party A and Party B shall appoint Wells Fargo as a custodian to hold any cash, securities and other collateral contemplated by Paragraph 13(b)(ii) of the Collateral Agreement (the “Collateral”) posted by either party in accordance with the terms of the Collateral Agreement;

WHEREAS, the Collateral Agreement contemplates that either Party A or Party B may be subject to certain Collateral posting obligations effected in accordance with the provisions thereof and each of Party A and Party B (depending on whether a party is required to post or entitled to receive any Credit Support Amount (as defined in the Collateral Agreement), pursuant to the terms of the Collateral Agreement, such party shall be deemed either a “Pledgor” or “Secured Party” within the meaning of the Collateral Agreement), pursuant to paragraph 2 of the Collateral Agreement, has granted to the other party a first priority security continuing security interest in such Collateral;

WHEREAS, Party A, Party B and the Custodian are entering into this Agreement with the intent of (i) complying with the provisions of the Collateral Agreement requiring the parties to designate Wells Fargo as the Custodian, (ii) providing the Custodian with instructions to transfer Collateral, pursuant to the provisions of the Collateral Agreement, in accordance with the entitlement orders of the Valuation Agent on behalf of the entitlement holders until the delivery of a Notice of Exclusive Control by either Party A or Party B, and (iii) to perfect the respective security interest of Party A and Party B in the Collateral by control.

NOW, THEREFORE, in furtherance of the foregoing, the parties hereto agree as follows:

Section 1. Definitions.

As used herein, the terms “Financial Asset,” “Investment Property,” “Proceeds,” and “Security Entitlement” shall have the meanings set forth in Article 8 and 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”). Other terms used, but not otherwise defined herein, shall have the meanings assigned to them in the Transaction Agreement and the Collateral Agreement.

Section 2. Appointment of Custodian and Securities Intermediary.

Each of Party A and Party B hereby appoints Wells Fargo, during the term of this Agreement, to act as agent for and on behalf of such party as such party’s custodian of, and security intermediary with respect to, any Collateral transferred by the other party as Pledgor to it as Secured Party under the Collateral Agreement and to exercise such powers and perform such duties in accordance with the terms of this Agreement. Custodian hereby accepts such appointment and agrees to accept the Collateral and any and all proceeds thereof (collectively, the “Custodial Assets”) from time to time received by the Custodian under this Agreement and, subject to other provision of this Agreement, agrees to hold the Custodial Assets as agent for and on behalf of the Secured Party. Custodian shall hold, disburse, redeem, release and transfer the same in accordance with the provisions of this Agreement.

Section 3. Custodian Responsibilities.

(a) Custodian, in accordance with the provisions of Section 4 hereof, has established the Collateral Account (as defined below), which shall be governed by and subject to this Agreement. Custodian shall segregate Custodial Assets it receives from each Pledgor in the Party A Collateral Subaccount (with respect to Collateral delivered by Party A) or the Party B Collateral Subaccount (with respect to Collateral delivered by Party B) each subtitled in the name of each such Pledgor as contemplated in Section 4 hereof. Custodian shall disburse, release and transfer the Custodial Assets only in accordance with Section 4 hereof.

(b) Each of Party A and Party B agrees that Collateral to be delivered to the Custodian for deposit in the Collateral Account may be, and hereby authorizes the Custodian on a continuous and on-going basis to hold Collateral, in the form of book-entry credits to the account of the Custodian. Each of Party A and Party B hereby authorizes the Custodian on a continuous and on-going basis to deposit all Collateral it receives in connection with its performance hereunder. Each of Party A and Party B, in its capacity of a Pledgor, also authorizes the Custodian to hold Collateral in registered form in the name of the Custodian, the name of its nominee or nominees or in blank; provided however, in no event shall such collateral be registered in the name of a Pledgor unless duly endorsed in blank. Where Collateral is transferred to the Collateral Account, the Custodian shall identify such Collateral on its books and records as belonging to the Pledgor that delivered such Collateral, and pledged to the Secured Party and shall provide the Secured Party and the Pledgor a confirmation of such transfer.

(c) Promptly following the end of each calendar month, the Custodian will provide Party A, Party B and the Valuation Agent with a statement identifying all Custodial Assets, if any, in the Collateral Account. In addition, the Custodian shall provide each Party A and Party B secured online access to the identity of all Custodial Assets, if any, in the applicable sub-account of the Collateral Account. In connection with providing such secured online access, the Custodian may require registration and the acceptance of a disclaimer. Party A, Party B and the Valuation Agent shall regularly, but at least once a month, review all such electronic statements and shall promptly advise the Custodian of any error, omission or inaccuracy in each statement. Custodian shall undertake to correct any errors, failures or omissions that are reported to the Custodian by Party A, Party B or the Valuation Agent. Any corrections shall be reflected on subsequent statements.

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(d) As provided in this Section 3 and subject to the next sentence of this paragraph (d), the Custodian will comply with any written entitlement orders directing transfer or redemption of any financial asset relating to the Collateral Accounts received from the Valuation Agent (acting on behalf of Party A and Party B) to withdraw, to redeem or to disburse (or to transfer and deliver) any Custodial Assets (or to deliver any necessary consents in connection therewith), in the amount and to the payee or transferee specified in such written directions; provided that, following the receipt of any entitlement orders from the Valuation Agent by 10:00 a.m. Eastern Standard Time on any Business Day, the Custodian shall effect any transfer of Custodial Assets by the close of business on the immediately following Business Day. After the receipt by the Custodian of written notice from the Secured Party that, as a result of the occurrence of an Event of Default with respect to the Pledgor or an Additional Termination Event with respect to which the Pledgor is the Affected Party, the applicable Secured Party is thereby exercising exclusive control over the Party A Collateral Subaccount or the Party B Collateral Subaccount for which it is the applicable Secured Party, as the case may be (such notice, an “Exclusive Control Notice”), the Custodian agrees that on and after its receipt of an Exclusive Control Notice, it will thereafter immediately cease complying with any such entitlement orders previously issued by the Valuation Agent, and will, with respect to such Party A Collateral Subaccount or such Party B Collateral Subaccount, as the case may be, for which an Exclusive Control Notice has been received, only comply with any written entitlement orders subsequently issued by the applicable Secured Party that has delivered an Exclusive Control Notice to the Custodian without the further consent of the other party or any other person.

(e) Except as otherwise provided in Section 10 hereof, the Custodian shall not subject any Custodial Assets in the Collateral Account to any security interest, lien or right of setoff in favor of the Custodian or any third party claiming through the Custodian, and the Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any Custodial Assets. The Custodian shall have no duty to and shall not advance margin or other credit against the Collateral Account without the prior joint written consent of Party A and Party B. Except as required by law or as explicitly set forth herein, the Custodian shall not agree with any other person or entity that it will comply with any withdrawal, transfer, payment and redemption instructions, or any other entitlement or other orders, from such person or entity concerning the Collateral Account or any items therein, without the prior written consent of Party A and Party B and any such agreement entered into without such consent shall be null and void.

Section 4. Establishment of Collateral Account.

(a) The Custodian hereby establishes (i) a securities account numbered 80435500 and in the name “Green Equity Investors V, L.P./Credit Suisse International - Securities Account” (the “Securities Account”), (ii) ) a subaccount to the Securities Account numbered 80435501 and in the name “Green Equity Investors V, L.P./Credit Suisse International; Credit Suisse International – Pledgor/ Green Equity Investors V, L.P. - Secured Party” (the “Party A Collateral Subaccount”), in respect of which Party A is the Pledgor and Party B is the Secured Party, and (iii) a subaccount to the Securities Account numbered 80435502 and named “Green Equity Investors V, L.P./Credit Suisse International; Green Equity Investors V, L.P. – Pledgor/ Credit Suisse International - Secured Party” (the “Party B Collateral Subaccount”) in respect of which Party A is the Pledgor and Party B is the Secured Party. The Securities Account, the Party A Collateral Subaccount, and the Party B Collateral Subaccount are collectively referred to herein as the “Collateral Account.”

(b) All securities, investment property or other property underlying any financial assets credited to the Collateral Account, or their respective proceeds, shall be registered in the name of the Custodian, indorsed to the Custodian or in blank or credited to another securities account maintained in the name of the Custodian and in no case will any financial asset credited to the Collateral Account be registered in the name of any Pledgor or any other person, payable to the order of any Pledgor or any other person or specially indorsed to any Pledgor or any other person except to the extent the foregoing have been specially indorsed to the Custodian or in blank; and

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(c) All property delivered to the Custodian pursuant to this Agreement will be promptly credited to the Collateral Account.

Section 5. “Financial Assets” Election; Securities Intermediary. Custodian hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible, or cash) credited to the Collateral Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Custodian hereby represents and warrants and agrees that it is and will at all times be acting as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC and that the Collateral Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Section 6. Entitlement Holder; Entitlement Orders. Each of Party A and Party B agrees that although such party, as a Secured Party, may be the entitlement holder with respect to the Collateral Account, prior to the receipt of the Exclusive Control Notice, the Secured Party shall not be entitled at any time to issue, and the Custodian shall not follow, any entitlement orders or instructions issued by the Secured Party at any time with respect to the Collateral Account, any financial assets credited thereto or any security entitlement with respect to any of the foregoing. Prior to the receipt of the Exclusive Control Notice, the Custodian shall only comply with any written notification or entitlement order it receives from the Valuation Agent directing investment, disbursement, transfer or redemption of any financial asset held in the Collateral Account.

Section 7. Maintenance of Collateral Account. In addition to, and not in lieu of, the obligation of the Custodian to honor written entitlement orders and instructions set forth in Section 3 and Section 6 hereof, the Custodian agrees to maintain the Collateral Account as follows:

(a) Until such time as the Custodian receives an Exclusive Control Notice, Custodian (at the written instruction of the Valuation Agent) shall vote any financial assets credited to the Collateral Account.

(b) Any cash deposited in the Collateral Account shall be invested in investments by the Custodian (at the written instruction of the Valuation Agent and, following a receipt of the Exclusive Control Notice, the written instruction of the applicable Secured Party).

(c) Custodian shall promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and/or any financial assets credited thereto simultaneously to each of Party A and Party B at the address for each set forth in Section 13 of this Agreement.

(d) All items of income, gain, interest, expense and loss recognized in the Collateral Account and all interest, if any, relating to any investment shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the relevant Secured Party.

Section 8. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion hereof) and any other agreement now or hereafter existing, the terms of this Agreement shall prevail.

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(b) Custodian hereby confirms and agrees that:

(i) There are no other agreements entered into between the Custodian and either Party A or Party B with respect to the Collateral Account;

(ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Collateral Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders of such other person; and

(iii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with either Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Section 3 and Section 6 hereof.

Section 9. Adverse Claims. Except for the claims and interest of the Custodian, Party A or Party B in the Collateral Account, the Custodian does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Custodian will promptly notify Party A, Party B and the Valuation Agent.

Section 10. Subordination of Lien; Waiver of Set-Off. In the event that Custodian has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Collateral Account or any security entitlement credited thereto, such security interest shall be subordinate to the security interest of the applicable Secured Party. The financial assets and other items deposited to the Collateral Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person, except that the Custodian may set off (i) all amounts due to the Custodian in respect of customary fees and expenses for the routine maintenance and operation of the Collateral Account and (ii) the face amount of any checks which have been credited to the Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

Section 11. Payment of Fees; Indemnities; No Additional Duties; Interpleader; Force Majeure.

(a) Each of Party A and Party B jointly and not severally agrees to pay to Custodian its fees for the services rendered by it pursuant to Custodian’s fee letter and will reimburse Custodian for its reasonable expenses, including reasonable attorney’s fees incurred in connection with the negotiation and execution of this Agreement, and the performance by it of such services. Except as otherwise noted, this fee covers account acceptance, set up and termination expenses, plus usual and customary related administrative services such as safekeeping, collection and distribution of assets, including normal record-keeping/reporting requirements. Any additional services beyond the receipt payment of funds specified in this Agreement, or activities requiring excessive administrator time or out-of-pocket expenses, shall be deemed extraordinary expenses for which related costs, transaction charges and additional fees will be billed at Custodian’s standard charges for such items.

(b) Each of Party A and Party B (individually, an “Indemnitor” and, collectively, the “Indemnitors”) jointly and not severally hereby indemnifies, defends and holds Custodian, its officers, directors, employees and agents harmless from and against any and all losses, claims, damages, demands, expenses, costs, causes of action, judgments or liabilities that may be incurred by Custodian, its officers, directors, employees and agents (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) arising directly or indirectly out of or in connection with Custodian’s acceptance of appointment and performance as Custodian hereunder, including the reasonable legal costs and expenses, as such expenses are incurred (including, without limitation, the reasonable expenses of any experts, counsel or agents and of investigating, preparing for or defending itself against any action, claim or liability in connection with its performance hereunder). The indemnification provision provided for herein shall be applicable whether or not negligence of Custodian is alleged or proven. In no event, however, shall any Indemnitor be obligated to indemnify Custodian and save Custodian harmless from any fees, expenses, charges and/or liabilities incurred by the Custodian as a result of its own willful misconduct or gross negligence. Promptly after receipt by an Indemnified Party under this Section 11 of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnitors hereunder, notify each Indemnitor in writing of the commencement thereof.

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(c) The parties acknowledge and agree that the Custodian shall not have any additional duties other than those expressly set forth in this Agreement, and the Custodian shall satisfy those duties expressly set forth in this Agreement so long as it acts without gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Custodian shall not be subject to any fiduciary or other implied duties, and the Custodian shall not have any duty to take any discretionary action or exercise any discretionary powers. In no event shall the Custodian be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Custodian has been advised of such loss or damage and regardless of the form of action. Custodian may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent or instrument believed by it to be genuine and to have been signed or presented by the proper party or parties in accordance with the terms of this Agreement. Custodian shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties are purely ministerial in nature. Custodian may consult with and obtain advice from legal counsel as to any provision of this Agreement or its duties hereunder and, solely with respect to the questions of law, shall not be liable for action taken or omitted by it in accordance with the advice of its counsel.

(d) Custodian shall have no liability for loss arising from any cause beyond its control, including but not limited to, the act, failure or neglect of any agent or correspondent selected by the Custodian with due care for the remittance of funds; any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; or the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers; provided that, prior to delegating or assigning any duties under this Agreement to any third-party agents, including any duties relating to holding of Collateral, any transfers of Collateral or related payments with respect to any account, prior to effecting any such delegation or assignment, Custodian shall obtain a consent of the Pledgor and the Secured Party for such account to such delegation or assignment, and following the receipt of such Exclusive Control Notice, solely the Secured Party for such account.

(e) The provisions of this Section shall survive the termination of this Agreement and the resignation or removal of the Custodian for any reason.

Section 12. Successors; Assignment; Amendments.

(a) The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors who obtain such rights solely by operation of law, and permitted assigns. Neither this Agreement nor any right or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) or delegated by any party hereto without the prior written consent of each other party. Any purported transfer that is not in compliance with this provision will be void; provided however, any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto and without the consent of any other party hereto; provided, further that, should Wells Fargo resign or be removed as the Custodian under the terms of the Collateral Agreement or otherwise, the institution succeeding Wells Fargo shall succeed Wells Fargo as the Custodian hereunder.

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(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

Section 13. Notices. All notices, approvals, comments or other communications required or desired to be given hereunder shall be in writing and delivered in person or mailed by certified mail or courier, postage prepaid, addressed as follows, or by facsimile transmission, and shall be deemed given when received:

Party A:
Credit Suisse International One Madison Avenue, 2nd Floor New York, NY 10010
Telephone:	(212) 538-6073
Facsimile:	(917) 326-8641
Group E-mail:	americas.collateralmgt@credit-suisse.com;
	Douglas.Romm@credit-suisse.com
Attention:	Mr. Douglas Romm
	Collateral Management Americas
Party B:
Green Equity Investors Side V, L.P. 11111 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025
Telephone:	(310) 954-0433
Facsimile:	(310) 954-0035
Email:	franklin@leonardgreen.com
Attention:	Cody Franklin
With a copy to:
Telephone:	(310) 954-0425
Facsimile:	(310) 954-0035
Email:	galashan@leonardgreen.com
Attention:	Kris Galashan
Custodian:
Wells Fargo Bank, N.A. 9062 Old Annapolis Rd. Columbia, Maryland 21045
Attn:	CDO Trust Services—The Secured Party Hedge Facility
Fax:	(410) 715-3748

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Valuation Agent:
Credit Suisse International One Madison Avenue, 2nd Floor New York, NY 10010
Telephone:	(212) 538-6073
Facsimile:	(917) 326-8641
Group E-mail:	americas.collateralmgt@credit-suisse.com;
	Douglas.Romm@credit-suisse.com
Attention:	Mr. Douglas Romm
	Collateral Management Americas

Any party may change its address for notices in the manner set forth above.

Section 14. Termination. The obligations of the Custodian pursuant to this Agreement shall continue in effect until the earlier of (i) the security interests in the Collateral Account having been terminated pursuant to the terms of the Transaction Agreement and the Collateral Agreement and Party A and Party B jointly notifying the Custodian of such termination in writing, or (ii) Party A and Party B, upon a five (5) Business Days’ prior written notice, jointly notifying the Custodian of its replacement or otherwise their intention to terminate this Agreement. Notwithstanding the foregoing, the Custodian may terminate this Agreement by giving to the other parties a notice in writing specifying the date of such termination which shall not be less than thirty (30) calendar days after the date of giving such notice provided that such termination shall not be effective until the Custodial Assets in the Party A Collateral Subaccount have been transferred to or as directed by Party B and the Custodial Assets in the Party B Collateral Subaccount have been transferred to or as directed by Party A whether a Notice of Exclusive Control has been issued by such Secured Party or not. Such notice shall not affect or terminate a Secured Party’s security interest in and lien upon the Collateral or Custodian’s rights hereunder.

Section 15. Choice of Law. Both this Agreement and the Collateral Account shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Custodian’s jurisdiction within the meaning of Section 8-110 of the UCC and the Collateral Account (as well as the security entitlements related thereto) shall be governed by the laws of the State of New York.

Section 16. Jurisdiction. Each party irrevocably:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement (“Proceedings”), or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; and

(b) consents that any such Proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

provided; however that nothing in this Agreement shall preclude (nor is anything in this Agreement intended to preclude) any applicable party from bringing Proceedings in any other jurisdiction if (i) the courts of the State of New York or the United States District Court located in the Borough of Manhattan in New York City lack jurisdiction over the parties or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such

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jurisdiction; (ii) the Proceedings are commenced by the applicable person to enforce its rights against the Collateral in the manner and to the extent permitted under the terms of the Collateral Agreement; (iii) the Proceedings are commenced to appeal any court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (iv) any suit, action or proceeding has been commenced in another jurisdiction by or against such party or against its property, assets or estate and, in order to exercise or protect its right, interests or remedies under this Agreement, such party (x) joins, files a claim, or takes any other action, in any such suit, action or proceeding or (y) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.

Section 17. Severability; Counterparts. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date specified on the first page of this document.

CREDIT SUISSE INTERNATIONAL, as Party A and Valuation Agent

By:	/S/ SHUL WONG
Name:	Shul Wong
Title:	Authorized Signatory
By:	/S/ BARRY DIXON
Name:	Barry Dixon
Title:	Authorized Signatory

GREEN EQUITY INVESTORS V, L.P., as Party B

By:	GEI Capital V, LLC, its general partner
By:	/S/ MICHAEL GENNARO
Name:	Michael Gennaro
Title:	Chief Operating Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian

By:	/S/ JOSÉ M. RODRIGUEZ
Name:	José M. Rodriguez
Title:	Vice President

[Signature Page to Custody and Securities Account Control Agreement]