UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

BJ’s Wholesale Club, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

05548J106

(CUSIP Number)

Michael Gennaro

LGP Management, Inc.

11111 Santa Monica Boulevard Suite 2000

Los Angeles, California 90025

(310) 954-0414

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 28, 2011

(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 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).

This Amendment No. 3 to Schedule 13D (this “Amendment”) 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.

The disclosure provided in Item 3 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

The funding for the Merger (discussed in detail in Item 4) will likely be obtained from a capital call on the Reporting Persons’ investors. See Item 4 for a description of the Merger Agreement and the consideration to be paid thereunder.

The disclosure provided in Item 4 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

On June 17, 2011, LGP stated in an Amendment No. 2 to Schedule 13D filed with the Securities Exchange Commission that it had, together with parties described below under “Interim Sponsors Agreement,” submitted to the Issuer a proposal with respect to pursuing a Potential Transaction with the Issuer with another party. That proposal resulted in negotiations with the Issuer which culminated in the execution on June 28, 2011 of the definitive agreements described herein.

Company Stockholder Agreement

On June 28, 2011, as an inducement to the Issuer’s willingness to enter into the Merger Agreement described below, GEI V and GEI Side V entered into a Company Stockholder Agreement with the Issuer in which GEI V and GEI Side V agreed to vote all Shares beneficially owned by them in favor of the adoption of the Merger Agreement and approval of the Merger described below. The Company Stockholder Agreement encompasses Shares owned at the time the Company Stockholder Agreement was entered into, and Shares acquired subsequently thereto. GEI V and GEI Side V further agreed to vote (or give written consent) in favor of each action necessary to consummate the Merger and any of the other transactions contemplated by the Merger Agreement. GEI V and GEI Side granted the Issuer an irrevocable proxy over their Shares in support of the foregoing voting arrangements.

GEI V and GEI Side V agreed not to transfer any Shares (except to affiliates) or discuss, negotiate, make any offer, or enter into any agreement regarding transfer of any Shares for the duration of the Company Stockholder Agreement.

The Company Stockholder Agreement, including the grant of irrevocable proxy, will automatically terminate if the Merger Agreement is terminated.

Merger Agreement

On June 28, 2011, the Issuer entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Holding Inc., a Delaware corporation whose ownership is described below (“Buyer”), and Beacon Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Transitory Subsidiary”). Buyer and Transitory Subsidiary are affiliates of LGP and CVC, and are owned 50% by LGP and its affiliates, and 50% by CVC and its affiliates.

Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Transitory Subsidiary will merge with and into the Issuer and the Issuer will become a wholly-owned subsidiary of Buyer (the “Merger”). At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time (other than shares owned by (i) Buyer, Transitory Subsidiary or any other direct or indirect wholly-owned subsidiary of Buyer immediately prior to the effective time of the Merger, (ii) the Issuer or any wholly-owned subsidiary of the Issuer or (iii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be converted automatically into the right to receive $51.25 in cash (the “Merger Consideration”), without interest.

Completion of the Merger is subject to the closing conditions set forth in the Merger Agreement, including, among others, approval by the Issuer’s shareholders and the expiration and termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act waiting period. Closing is subject to completion of a marketing period for the financing that Buyer is using to fund a portion of the Merger consideration.

The Merger Agreement contains certain termination rights for the Company and Buyer. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Buyer a termination fee of $80 million. The Merger Agreement also provides that Buyer will be required to pay the Company a reverse termination fee of $175 million under certain circumstances specified in the Merger Agreement, including Buyer’s breach of the Merger Agreement or because Buyer has not closed the Merger within three business days of notice delivered as of the completion of the marketing period, that all conditions to closing are satisfied. Under certain circumstances, the Company will be required to reimburse Buyer’s expenses, not to exceed $7,500,000, and any such reimbursement would be credited against any termination fee payable to Buyer.

Interim Sponsors Agreement

On June 28, 2011, Buyer, GEI V, GEI Side V, and CVC European Equity Partners V (A) L.P., a Cayman Islands limited partnership, CVC European Equity Partners V (B) L.P., a Cayman Islands limited partnership, CVC European Equity Partners V (C) L.P., a Cayman Islands limited partnership, CVC European Equity Partners V (D) L.P., a Cayman Islands limited partnership, and CVC European Equity Partners V (E) L.P., a Cayman Islands limited partnership (the GEI and CVC entities collectively, the “Sponsors”) entered into an Interim Sponsors Agreement (the “Interim Sponsors Agreement”) setting forth the terms and conditions governing the relationship among the Sponsors and Buyer with respect to the funding of and consummation of the Merger.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Company Stockholder Agreement, the Merger Agreement, and the Interim Sponsors Agreement filed herewith as Exhibits 7.8, 7.9, and 7.10, respectively, and incorporated herein by reference.

The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

The information set forth in Items 3 and 4 of this Amendment is hereby incorporated by reference in this Item 6. Other than the matters disclosed above in response to Items 3 and 4, and this Item 6, 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.

The disclosure provided in Item 7 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

7.8 Company Stockholder Agreement, by and among BJ’s Wholesale Club, Inc., Green Equity Investors V, L.P., and Green Equity Investors Side V, L.P., dated as of June 28, 2011.

7.9 Agreement and Plan of Merger, by and among Beacon Holding Inc., Beacon Merger Sub Inc., and BJ’s Wholesale Club, Inc., dated as of June 28, 2011 (incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on June 29, 2011).

7.10 Interim Sponsors Agreement, by and among Beacon Holding Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P., and CVC European Equity Partners V (E) L.P., dated as of June 28, 2011.

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 June 29, 2011

EXHIBIT INDEX

(supplemental to the Exhibit Index contained in the Schedule 13D amended hereby)

EXHIBIT 7.8

EXECUTION VERSION

COMPANY STOCKHOLDER AGREEMENT

by and

among

BJ’S WHOLESALE CLUB, INC.

and

GREEN EQUITY INVESTORS V, L.P. and GREEN EQUITY INVESTORS SIDE V, L.P.

DATED AS OF JUNE 28, 2011

COMPANY STOCKHOLDER AGREEMENT

COMPANY STOCKHOLDER AGREEMENT, dated as of June 28, 2011 (this “Agreement”), by and among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), on the one hand, and Green Equity Investors V, L.P., a Delaware limited partnership, and Green Equity Investors Side V, L.P., a Delaware limited partnership (each a “Stockholder” and together the “Stockholders”), on the other hand.

WHEREAS, concurrently with the execution of this Agreement, the Company, Beacon Holding Inc., a Delaware corporation (the “Buyer”), and Beacon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), have entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which the Transitory Subsidiary will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly owned subsidiary of the Buyer on the terms, and subject to the conditions, set forth in the Merger Agreement. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement;

WHEREAS, as of the date hereof, each Stockholder is the beneficial owner (for purposes of this Agreement, “beneficial owner” (including “beneficially own” and other correlative terms) shall have the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) of the number of (a) shares of Company Common Stock set forth opposite such Stockholder’s name on Schedule I hereto (such shares of Company Common Stock, together with any other equity securities of the Company, the power to dispose of or the voting power over which is acquired by such Stockholder during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (including, but not limited to, any shares of Company Common Stock acquired upon exercise of any call option), collectively, the “Subject Shares”) and (b) shares of Company Common Stock underlying the call options set forth opposite such Stockholder’s name on Schedule I hereto (such call options, together with any other call options of the Company acquired by such Stockholder during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms, collectively, the “Subject Options”); and

WHEREAS, as a condition to and as an inducement to the Company’s willingness to enter into the Merger Agreement, each of the Stockholders has agreed to enter into this Agreement and vote its Subject Shares as described herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound, the parties agree as follows:

ARTICLE I

VOTING MATTERS

Section 1.1 Agreement to Vote. Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement, at any meeting of the stockholders of the Company and at any postponement or adjournment thereof, such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all the Subject Shares in favor of the approval and adoption of the Merger Agreement and in favor of any actions necessary to consummate the Merger and any of the other transactions contemplated by the Merger Agreement.

Section 1.2 Irrevocably Proxy. Solely with respect to the matters described in Section 1.1, for so long as this Agreement has not terminated in accordance with Section 4.1, if a Stockholder fails to comply with the provisions of Section 1.1, such Stockholder agrees that such failure shall result, without any further action by such Stockholder and effective as of the date of any such failure, in the appointment of the Company (or any nominee of the Company) as such Stockholder’s attorney and proxy with full power of substitution and resubstitution, to the full extent of such Stockholder’s voting rights with respect to such Stockholder’s Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Delaware General Corporation Law) to vote all such Stockholder’s Subject Shares solely on the matters described in Section 1.1, and in accordance therewith. Each Stockholder hereby revokes any proxies previously granted that would otherwise conflict with the proxy contemplated pursuant to this Section 1.2 and agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 4.1.

Section 1.3 Waiver of Appraisal Rights. Each Stockholder hereby waives any rights of appraisal from the Merger and the transactions contemplated by the Merger Agreement that such Stockholder may have.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Each Stockholder hereby severally represents and warrants to the Company as follows with respect to itself only:

Section 2.1 Existence; Authorization. Such Stockholder is a limited partnership, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Such Stockholder has all legal requisite capacity, power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 2.2 No Conflicts; Required Filings and Consents. The execution and delivery of this Agreement by such Stockholder does not, and the performance of the terms of this Agreement by such Stockholder will not, (i) conflict with or violate the certificate of formation, limited partnership agreement or equivalent organization documents, as the case may be, of such Stockholder, (ii) conflict with or violate, or require any consent or notice under, any Law applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected or (iii) result in a breach of, constitute a default under, require any consent or notice under, or result in the creation of a Lien on any Subject Shares or Subject Options of such Stockholder (other than pursuant to this Agreement) pursuant to, any contract or agreement of such Stockholder.

Section 2.3 Ownership of Subject Shares and Subject Options. Such Stockholder is the beneficial owner of, and has good, valid and marketable title to, the Subject Shares and Subject Options set forth opposite its name on Schedule I. Such Stockholder or its Affiliates has sole voting power, and sole power of disposition, in each case either individually or through its representatives, with respect to all of its Subject Shares. The Subject Shares and Subject Options owned by such Stockholder are all of the equity securities of the Company owned, either of record or beneficially, by such Stockholder as of the date hereof. The Subject Shares and Subject Options owned by such Stockholder are free and clear of all Liens, other than any Liens created by this Agreement, the underlying agreements pursuant to which such shares were issued or as imposed by applicable securities Laws. Such Stockholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.

ARTICLE III

COVENANTS OF THE STOCKHOLDERS

Each Stockholder hereby covenants and agrees as follows:

Section 3.1 Restriction on Transfer of Shares. Until the termination of this Agreement pursuant to its terms, such Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift), or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any of the Subject Shares or Subject Options or any interest therein, except to any Affiliate of such Stockholder who agrees in writing to be bound by the terms of this Agreement, provided, that such Stockholder shall have the right to exercise its Subject Options, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement with respect to the Subject Shares, (iii) permit to exist any Lien of any nature whatsoever with respect to the Subject Shares or the Subject Options (other than any Liens created by or arising under this Agreement or existing by operation of law) or (iv) commit or agree to take any of the foregoing actions.

Section 3.2 Disclosure. Each Stockholder hereby permits the Company to publish and disclose in any proxy materials (including all documents and schedules filed with the Securities and Exchange Commission) its identity and ownership of shares of Company Common Stock and the terms of this Agreement.

Section 3.3 Further Assurances. From time to time, at the request of the Company and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be necessary or reasonably desirable to consummate and make effective the transactions contemplated by this Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Termination. Except with respect to this Article IV, this Agreement shall, without any further action by the Company or either Stockholder, automatically terminate, and none of the Company or either Stockholder shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further effect upon the earlier to occur of (i) the Effective Time or (ii) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the foregoing, no such termination shall relieve any party hereto of any liability for damages resulting from any breach of this Agreement (which breach, and liability therefor, shall not be affected by termination of this Agreement).

Section 4.2 Non-Survival of Representations and Warranties. The representations and warranties in this Agreement shall survive until the termination of this Agreement. This Section 4.2 shall not limit any covenant or agreement of the parties contained herein which by its terms contemplates performance after the termination of this Agreement.

Section 4.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by facsimile, in each case to the intended recipient as set forth below:

If to the Company:

BJ’s Wholesale Club, Inc.

25 Research Drive

Westborough, MA 01581

Attn: General Counsel

Telecopy: (774) 512-5552

with a copy to:

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

Attn: Mark G. Borden and Jay E. Bothwick

Telecopy: (617) 526-5000

If to Green Equity Investors V, L.P. or Green Equity Investors Side V, L.P.:

c/o Leonard Green & Partners, L.P.

11111 Santa Monica Blvd., #2000

Los Angeles, CA 90025

Attn: Jonathan A. Seiffer and J. Kristofer Galashan

Telecopy: (310) 954-0404

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 1022

Attn: Howard Sobel and John Giouroukakis

Telecopy: (212) 751-4864

Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telex, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

Section 4.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 4.5 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or

provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

Section 4.6 Entire Agreement. TThis Agreement constitutes the entire agreement between the parties hereto and supersedes any prior understandings, agreements or representations by or among the Stockholders or any of their Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, written or oral, with respect to the subject matter hereof, and the parties hereto specifically disclaim reliance on any such prior understandings, agreements or representations to the extent not embodied in this Agreement.

Section 4.7 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void.

Section 4.8 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 4.9 Mutual Drafting. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing this Agreement to be drafted.

Section 4.10 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

(b) Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined only in

any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other person with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.3 of this Agreement. Nothing in this Section 4.10, however, shall affect the right of any person to serve legal process in any other manner permitted by Law.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS WAIVER VOLUNTARILY; AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10(c).

Section 4.11 Amendment: Waiver. No provision of this Agreement may be waived unless in writing signed by all of the parties to this Agreement, and the waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision. This Agreement may be amended, supplemented or otherwise modified only by a written agreement executed by all of the parties to this Agreement.

Section 4.12 Further Assurances. From time to time, at any other party’s request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to carry out and make effective, in the most expeditious manner practicable, the obligations set forth in this Agreement.

Section 4.13 Specific Performance. The transactions contemplated by this Agreement are unique. Accordingly, each of the parties hereto acknowledges and agrees that, in addition to all other remedies to which it may be entitled, each of the parties hereto is entitled to a decree of specific performance. The parties hereto agree that if any party shall have failed to perform its obligations under this Agreement, then the party hereto seeking to enforce this Agreement against such nonperforming party under this Agreement shall be entitled to specific performance and injunctive and other

equitable relief, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party hereto may have against another party hereto for any failure to perform its obligations under this Agreement.

Section 4.14 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature page follows.]

IN WITNESS WHEREOF, each of the parties hereto have executed this Support Agreement as of the date first above written.

[Signature Page to Company Stockholder Agreement]

Schedule I

EXHIBIT 7.10

EXECUTION VERSION

INTERIM SPONSORS AGREEMENT

INTERIM SPONSORS AGREEMENT (this “Agreement”), dated as of June 28, 2011, by and among Beacon Holding Inc., a newly formed Delaware corporation (the “Buyer”), Green Equity Investors V, L.P., a Delaware limited partnership, and Green Equity Investors Side V, L.P., a Delaware limited partnership (collectively, and together with each of their respective successors and Permitted Transferees, “LGP”), and CVC European Equity Partners V (A) L.P., a Cayman Islands limited partnership, CVC European Equity Partners V (B) L.P., a Cayman Islands limited partnership, CVC European Equity Partners V (C) L.P., a Cayman Islands limited partnership, CVC European Equity Partners V (D) L.P., a Cayman Islands limited partnership, and CVC European Equity Partners V (E) L.P., a Cayman Islands limited partnership (collectively, and together with each of their respective successors and Permitted Transferees, “CVC”, and, collectively with LGP, the “Funds” and each a “Fund”). Each of LGP and CVC shall be referred to herein as a “Sponsor” and, collectively, as the “Sponsors”.

RECITALS

WHEREAS, the Buyer is the sole stockholder of Beacon Merger Sub Inc., a Delaware corporation (the “Transitory Subsidiary”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), the Buyer and the Transitory Subsidiary, the Transitory Subsidiary will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger and a wholly-owned subsidiary of the Buyer;

WHEREAS, the Sponsors have, on the date hereof, executed equity commitment letters in the forms attached hereto as Exhibit A-1 and Exhibit A-2 (collectively, the “Equity Commitment Letter”), in which each such Sponsor has committed, subject to the conditions set forth therein, to purchase equity securities of the Buyer as of the Closing for an aggregate purchase price equal to the commitment set forth next to such Sponsor’s name on Exhibit A of such Sponsor’s Equity Commitment Letter solely for the purpose of funding, and to the extent necessary to fund, that portion of the Merger Consideration and all fees and expenses related to the transactions contemplated by the Merger Agreement;

WHEREAS, the Sponsors have, on the date hereof, executed a guarantee in the form attached hereto as Exhibit B (the “Guarantee”), in which each such Sponsor has committed, subject to the conditions set forth therein, to severally but not jointly, as a primary obligor and not merely as surety, guarantee to the Company the performance and discharge of such Sponsor’s respective percentage of the payment obligations of the Buyer to the Company under the last two sentences of Section 5.4(d), Section 8.3(c) and Section 8.3(d) of the Merger Agreement, as set forth next to such Sponsor’s name in Annex 1 thereto;

WHEREAS, immediately prior to or simultaneously with the Closing, the Buyer and the Sponsors intend to enter into a stockholders agreement on substantially the terms and subject to

the conditions set forth in the Stockholders Agreement Term Sheet attached hereto as Exhibit C (the “Stockholders Agreement Term Sheet”);

WHEREAS, immediately prior to or simultaneously with the Closing, the Buyer and the Sponsors, or their respective Affiliates, intend to enter into a management services agreement on substantially the terms set forth in the Management Services Agreement Term Sheet attached hereto as Exhibit D (the “Management Services Agreement Term Sheet”); and

WHEREAS, the Sponsors wish to agree upon certain terms and conditions that will govern the actions and the relationship among the Sponsors, the Buyer and the Transitory Subsidiary with respect to the Merger, the Merger Agreement, the Equity Commitment Letter, the Guarantee, and the Debt Commitment Letter (each, a “Transaction Agreement” and collectively, the “Transaction Agreements”), and the transactions contemplated hereby and thereby or to be undertaken in connection therewith.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate upon the earlier of, (i) except with respect to Sections 2.3, 2.5, 2.6, 2.7, 2.12 and 3, the Closing, and (ii) except with respect to Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.12 and 3, the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

1.2 Definitions.

1.2.1 “Advisor” means any advisor, consultant or other Person engaged on behalf of the Buyer and the Transitory Subsidiary for the purpose of conducting due diligence with respect to the Company or negotiating the terms and conditions of the Transactions Documents with the Company or negotiating the arrangements between the sponsors, including but not limited to:

2

1.2.2 “Affiliate” means, with respect to any Person, an “affiliate” of such Person within the meaning of Rule 405 promulgated under the United States Securities Act of 1933, as amended; provided that the Company and its subsidiaries shall not be deemed Affiliates of any party hereto.

1.2.3 “Commitment Percentage” means, with respect to each Sponsor, the sum of the “Commitment” set forth opposite the name of each Sponsor’s Funds (as defined in each Sponsor’s Equity Commitment Letter) on Annex A to such Sponsor’s Equity Commitment Letter divided by the total Commitment of both Sponsors set forth on each Annex A to the Equity Commitment Letters, as such percentage may be modified from time to time in accordance with the terms of this Agreement.

1.2.4 “Debt Commitment Letter” means the Debt Commitment Letter (as defined in the Merger Agreement) delivered by the Buyer to the Company prior to the date hereof, as amended, supplemented or modified.

1.2.5 “Permitted Transferee” has the meaning assigned thereto in the Stockholders Agreement Term Sheet.

1.2.6 “Person” means any individual, corporation, company, limited liability company, partnership, association, trust, joint venture or any other entity or organization.

1.2.7 “Transfer” means any sale, transfer, conveyance, assignment, pledge, encumbrance, hypothecation or other disposition. For the avoidance of doubt, a sale, transfer, conveyance, assignment, pledge, encumbrance, hypothecation or other disposition of a controlling interest in any Sponsor, in each case directly or through the sale, transfer, conveyance, assignment, pledge, encumbrance, hypothecation or other disposition of a controlling interest, whether through a stock sale or otherwise, in any ultimate or intermediate parent entity of such Sponsor, shall constitute a “Transfer” for purposes of this Agreement.

1.2.8 “VCOC” means venture capital operating company.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

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2.1 Board of Directors. During the effectiveness of this Agreement, (a) the Board of Directors of the Buyer shall have two directors, one of which shall be designated by LGP and one of which shall be designated by CVC and (b) the governing documents of the Buyer shall provide that the parties hereto shall cause the governing documents of the Buyer to so provide, and the parties hereto hereby acknowledge and agree, that the Board of Directors of the Buyer shall not be permitted to take action without the affirmative majority vote of the Board of Directors. The names of the current members of the Board of Directors of the Buyer are set forth on Schedule 1 attached hereto. Each of LGP and CVC may change its respective director designees at any time by providing written notice to the other Sponsor, and the Sponsors agree to take all such action as may be necessary to effect such replacement. In the event of any inconsistency between this Agreement and any of the organizational documents of the Buyer, this Agreement shall supersede such organizational document of the Buyer, and the Buyer shall be required to promptly amend such organizational document to remove any such inconsistency.

2.2 Pre-Closing Matters.

2.2.1 The Sponsors hereby agree that the Board of Directors of the Buyer shall have the exclusive right to take any and all actions relating to the operation of the Buyer prior to the Closing, including, without limitation, any determination that the conditions to Closing specified in Sections 7.1 and 7.2 (the “Closing Conditions”) of the Merger Agreement are satisfied or waived, any requests of the Company for amendments or waivers of the Merger Agreement and compliance with the Buyer’s obligations under the Merger Agreement and Commitment Letters, and each Sponsor shall be deemed to have consented to any and all such actions.

2.2.2 The Sponsors hereby agree to do all things commercially reasonable, including, but not limited to, exercising their voting rights in the Buyer, and so far as they are able to, causing each of the directors appointed by them to the Buyer to exercise their powers to cause the Buyer and the Transitory Subsidiary to comply with the terms of the Transaction Agreements. Each of the Sponsors hereby agrees that it will promptly remove and replace any director designated by it who does not act in accordance with the provisions of this Section 2.2.2.

2.2.3 In the event that (a) the Buyer has determined that the Closing Conditions have been satisfied or waived and a Sponsor fails to fund (or provides written notice to the other Sponsor of its intent not to fund) its portion of the Merger Consideration in accordance with the terms of its Equity Commitment Letter, (b) a Sponsor is in default under the Guarantee or (c) the Buyer takes, or fails to take, any action (including the determination of satisfaction of the Closing Conditions) due to the failure of one director to approve, or not approve, such action pursuant to the process set forth in the succeeding provisions of this Section 2.2.3 (in such capacity, a “Non-Consenting Director”) that results in the Buyer, the Transitory Subsidiary or any Sponsor to be in breach of, or default under, any Transaction Document (including resulting in the payment of the Parent Termination Fee) (such Sponsor, in the case of clauses (a) and (b) above and the Sponsor that designated the Non-Consenting Director in the case of clause (c) above, the

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“Defaulting Sponsor”), then in each case in clauses (a), (b) and (c) above, the other Sponsor (the “Non-Defaulting Sponsor”) shall have the right to terminate with immediate effect the Defaulting Sponsor’s participation in the Merger and fund (or cause a third party to fund) any unpaid amount of the Defaulting Sponsor’s portion of the Merger Consideration and the Defaulting Sponsor shall (x) forfeit any right to receive any expense reimbursement pursuant to Section 2.5.1 and (y) immediately transfer to the Non-Defaulting Sponsor (or such third party, as the case may be) its equity interests in the Buyer in consideration therefor. Any Defaulting Sponsor hereby makes, constitutes and appoints the Non-Defaulting Sponsor as its true and lawful attorney-in-fact for it and in its name, place and stead to sign, execute, certify, acknowledge, file and record any instrument that is now or may hereafter be deemed necessary by a Non-Defaulting Sponsor in its reasonable discretion to carry out fully any transfer contemplated by clause (y) above (such power of attorney granted is a special power of attorney, coupled with an interest, and is irrevocable, and will survive the bankruptcy, insolvency, dissolution or cessation of existence of the Defaulting Sponsor). The termination of any Defaulting Sponsor’s participation in the Merger and the funding of the Defaulting Sponsor’s portion of the Merger Consideration in the manner set forth above shall not affect, alter or impair the Buyer’s, the Transitory Subsidiary’s or the Non-Defaulting Sponsor’s rights or remedies against the Defaulting Sponsor under this Agreement (including, without limitation, Sections 2.6 and 2.7) or the Transaction Agreements, with respect to the Defaulting Sponsor’s failure to fund or any other action or inaction (including any action or inaction of any Non-Consenting Director described in clause (c) above); provided that (i) the Defaulting Sponsor shall not be liable in respect of clause (c) above, and the Non-Consenting Director shall no longer be deemed to be a Non-Consenting Director and such Defaulting Sponsor shall no longer be deemed to be a Defaulting Sponsor (and neither the Non-Consenting Director nor the Defaulting Sponsor shall be deemed to have ever been a Non-Consenting Director or Defaulting Sponsor, respectively, at any time and for any purpose under this Agreement or otherwise), if the Non-Consenting Director changes his or her vote (or provides consent) with respect to the matter that resulted in such director becoming a Non-Consenting Director (the “Divided Matter”) following the completion of the process set forth below in clause (A) and (B) or the director designated by the Non-Defaulting Sponsor changes his or her vote with respect to the Divided Matter: (A) immediately following the taking of a vote of the Board of Directors that resulted in a director becoming a Non-Consenting Director (and during such meeting of the Board of Directors during which such vote was taken), the directors shall discuss the Divided Matter and each director shall present in reasonable detail and in good faith the underlying reasons that resulted in such director’s vote on the Divided Matter and (B) in the event that following the actions contemplated by the foregoing clause (A), the Non-Consenting Director has not changed his or her vote with respect to the Divided Matter, upon the request of any director such meeting of the Board of Directors shall be adjourned and shall be re-convened within forty-eight (48) hours (or until such shorter time as is necessary in order to avoid a breach under any Transaction Document), at which time each director shall have the opportunity to change his or her vote with respect to the Divided Matter or shall re-state in reasonable detail and in good faith the underlying reasons that resulted in such director’s vote on the Divided Matter, and shall comment on, in reasonable detail, the position set forth by the other director during the

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original vote with respect to the Divided Matter and (ii) for actions taken under this Section 2.2, the Defaulting Sponsor shall not be liable to the Buyer, the Transitory Subsidiary or the Non-Defaulting Sponsor for an amount in excess of the Aggregate Cap (as defined in the Guarantee). In the event that following the actions contemplated by the foregoing clauses (A) and (B) (if applicable), the Non-Consenting Director has not changed his or her vote (or otherwise provided his or her consent) with respect to the Divided Matter or the director designated by the Non-Defaulting Sponsor has changed his or her vote with respect to the Divided Matter, the Sponsors shall inform the Company of the taking, or failure to take, such action by the Board of Directors. Nothing in this Section 2.2.3 shall obligate or require the Non-Defaulting Sponsor to exercise its right to terminate the Defaulting Sponsor’s participation in the Merger or fund the Defaulting Sponsor’s portion of the Merger Consideration.

2.3 Stockholders Agreement; Management Services Agreement. Each Sponsor agrees, on the Closing Date, to enter into a stockholders agreement on substantially the terms and subject to the conditions set forth in the Stockholders Agreement Term Sheet and such other terms as are reasonably acceptable to the Sponsors, as mutually negotiated and agreed by the Sponsors prior to the Closing Date. Each Sponsor agrees, on the Closing Date, to enter into, or to cause its Affiliate to enter into, a management services agreement on substantially the terms set forth in the Management Services Agreement Term Sheet and such other terms as are reasonably acceptable to the Sponsors, as mutually negotiated and agreed by the Sponsors prior to the Closing Date.

2.4 Company Termination Fee. Each Sponsor agrees that any Company Termination Fee or Expense Reimbursement to be paid by the Company to the Sponsors, the Buyer and/or the Transitory Subsidiary under the Merger Agreement, and any other damages, costs, fees and expenses to be paid to the Sponsors, the Buyer and/or the Transitory Subsidiary under or with respect to the Merger Agreement or the transactions contemplated thereby (collectively, the “Company Payments”), shall (a) first be used to pay the damages, costs, fees and expenses in relation to the Advisors in their capacity as such and (b) thereafter be paid to the Sponsors in proportion to their respective Commitment Percentages at the time of the event that triggered payment of any of the Company Payments; provided, however, that in the event a Sponsor becomes a Defaulting Sponsor, (a) such Defaulting Sponsor hereby waives all rights and shall have no right or claim to all or any portion of the Company Payments and (b) in the event any Company Payment is or has been paid to the Defaulting Sponsor by the Company, the Defaulting Sponsor shall immediately remit all such amounts to the Non-Defaulting Sponsors.

2.5 Expenses.

2.5.1 In the event the Merger is consummated, the Company and/or the Buyer shall bear and pay any amounts due to each Advisor, and any other advisor of any Sponsor listed on Exhibit E hereto, for any fees and expenses reasonably incurred in connection with the Merger.

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2.5.2 In the event that the Merger is not consummated, after the application pursuant to Section 2.4 of any Company Payments each Sponsor shall bear and pay (a) its proportionate share (based on its respective Commitment Percentage) of any amounts due to the Advisors for any fees and expenses reasonably incurred in connection with the Merger (the “Transaction Expenses”), and (b) any and all amounts due to its own advisors, consultants or other Persons for any fees and expenses incurred in connection with the Merger that are not Transaction Expenses.

2.6 The Buyer, the Transitory Subsidiary and Defaulting Sponsor Indemnification. In the event that any Sponsor is obligated to make any payment in respect of any claim or liability under any Transaction Agreement to which it is a party, each Sponsor covenants and agrees with the other Sponsor that (a) such Sponsor shall perform and fully discharge its obligations to make such payments under or arising from such Transaction Agreement, and (b) notwithstanding anything to the contrary in this Agreement, in the event a Sponsor becomes a Defaulting Sponsor and the Non-Defaulting Sponsor is obligated to make any payment under its Guarantee, such Defaulting Sponsor will (i) be solely responsible for such payment and (ii) defend, indemnify and hold harmless the Non-Defaulting Sponsor, the Buyer and the Transitory Subsidiary from and against, and reimburse the Non-Defaulting Sponsor, the Buyer and the Transitory Subsidiary for, all claims, actions, proceedings, liabilities, obligations, damages, losses, harms, charges, costs, expenses, duties and other outgoings of whatever nature and however arising from such breach or any action or inaction of the Non-Consenting Director described in Section 2.2.3 that the Non-Defaulting Sponsor, the Buyer or the Transitory Subsidiary may suffer or incur, or become subject to, under or arising from the Merger Agreement or any of the other Transaction Agreements or in respect thereof, provided the foregoing shall be subject to the limitations set forth in clause (ii) of Section 2.2.3.

2.7 Information Supplied; Indemnification. From and after the date hereof, each Sponsor (the “Indemnifying Sponsor”) will defend, indemnify and hold harmless the other Sponsors, the Buyer and the Transitory Subsidiary (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against, and reimburse the Indemnified Parties for, all claims, actions, proceedings, liabilities, obligations, damages, losses, charges, costs or expenses of whatever nature and however arising that any Indemnified Party may suffer or incur, or become subject to, as a result of any information supplied by such Sponsor to the Company for inclusion in the Proxy Statement or other filings or notifications or otherwise required under the Merger Agreement, to consummate the Merger.

2.8 Commitment Letters. Each Sponsor hereby covenants and agrees that (i) such Sponsor is bound by its obligations set forth in its Equity Commitment Letter and the Guarantee, (ii) such Sponsor shall not be permitted to terminate or amend its Equity Commitment Letter, the Guarantee or the Merger Agreement without the prior written consent of the other Sponsor, and (iii) for the benefit of the other Sponsor and not for the benefit of any other Person, including, without limitation, the Company, such Sponsor shall perform its obligations under its Equity Commitment Letter and the Guarantee, in each case subject to the terms and conditions set forth therein.

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2.9 Debt Financing. The Board of Directors of the Buyer shall cause the Buyer and the Transitory Subsidiary to negotiate, enter into and borrow under definitive agreements relating to the debt financing to be provided on or prior to the Closing Date on the terms set forth in the Debt Commitment Letter and/or on such additional or modified terms as the Board of Directors of the Buyer shall agree subject to the terms of the Merger Agreement.

2.10 Regulatory Matters. Each Sponsor shall use its commercially reasonable efforts to supply and provide all information (which information shall be accurate in all material respects) required in connection with any filings or notifications made to or with any governmental entity in connection with the Merger, the Transaction Agreements and the transactions contemplated thereby. Each Sponsor shall cooperate in responding to any action taken by any governmental entity in connection with or in response to any such filings or notifications.

2.11 Exclusivity. Each Sponsor agrees that, for so long as this Agreement shall remain in effect, it shall not become affiliated with, enter into discussions with, or make an equity investment with, any private equity firm or any other Person in relation to any transaction involving the Company that could reasonably be expected to be competitive to, or interfere with, the negotiation or consummation of the Merger.

2.12 Cooperation. Each Sponsor agrees to cooperate with each other Sponsor reasonably and in good faith with respect to the publication of any press release or public announcement or other communication with any news media in respect of the Transaction Agreements or the transactions contemplated thereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority (including a self-regulatory organization), no party hereto may issue any press release or otherwise make any public announcement or comment relating to the Merger without the prior coordination with the other Sponsors, including, without limitation, allowing the other Sponsors a reasonable opportunity to comment on such press release, public announcement or other communication in advance of such issuance or publication. Each Sponsor further agrees to take all reasonable actions necessary under applicable legal authorities, including, without limitation, the entry into agreements for any Sponsor to maintain its VCOC status and qualify such Sponsor’s investment as a “venture capital investment” under applicable law.

2.13 Restrictions on Transfer. For so long as this Agreement shall be in force or remain in effect, no Sponsor shall Transfer any equity or other interest of the Buyer (other than to a Permitted Transferee); provided that the Sponsors shall be entitled to Transfer their respective obligations to purchase equity securities of the Buyer at the Closing pursuant to the Equity Commitment Letters in an aggregate amount not to exceed $150,000,000; provided further that any such Transfers shall be on a pro rata basis as between the Sponsors and shall only be effected upon the mutual agreement of the Sponsors as to the transferees of such equity securities.

3.1 Amendment. This Agreement may be amended or modified, and the provisions hereof waived, only by an agreement in writing signed by the parties hereto.

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3.2 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

3.3 Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by facsimile, in each case to the intended recipient as set forth below:

if to Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P.:

c/o Leonard Green & Partners, L.P.

11111 Santa Monica Blvd., #2000

Los Angeles, CA 90025

Attn: Jonathan A. Seiffer

         J. Kristofer Galashan

Facsimile: (310) 954-0404

with a copy to (which alone shall not constitute notice):

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attn: Howard A. Sobel

         John Giouroukakis

Facsimile: (212) 751-4864

if to CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P. and CVC European Equity Partners V (E) L.P.:

c/o CVC European Equity V Limited

22-24 Seale Street

St Helier

Jersey JE3 3QG

Channel Islands

Attn: Rupert Walker

Facsimile: +44 20 7420 4233

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with a copy to (which alone shall not constitute notice):

CVC Capital Partners Advisory (US), Inc.

712 Fifth Avenue, 43rd Floor

New York, NY 10019

Attn: Cameron Breitner

Facsimile: (212) 265-6375

CVC Capital Partners Limited

111 Strand

London WC2R 0AG

United Kingdom

Attn: Richard Perris

Facsimile: +44 20 7420 4233

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Gary I. Horowitz

Facsimile: (212) 455-2502

3.4 Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

3.4.1 This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.

3.4.2 All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.

3.4.3 EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

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3.5 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), this being in addition to any other remedy to which such party is entitled at law or in equity.

3.6 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties may be partnerships or limited liability companies, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, agents, Affiliates, employees, general or limited partners, members, managers or stockholders of any party hereto or any of their successors or permitted assignees or any former, current or future directors, officers, agents, Affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future directors, officers, agents, Affiliates, employees, general or limited partners, members, managers or stockholders of any party hereto or any of its successors or permitted assignees or any former, current or future directors, officers, agents, Affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, for any obligation of any party hereto under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of, such obligations or their creation.

3.7 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

3.8 Other Agreements. This Agreement, together with the Transaction Agreements and all agreements referenced herein and therein, constitutes the entire agreement, and supersedes all prior agreements, understandings and statements, both written and oral, among the parties with respect to the subject matter contained herein.

3.9 Assignment. No party hereto may assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided that each Sponsor shall be permitted to assign this Agreement to any of its Permitted Transferees; provided, further, that no such assignment shall relieve the assigning party of any of its obligations hereunder.

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3.10 Disclosure. Each of the Sponsors acknowledges and agrees that this Agreement shall be filed by LGP with the U.S. Securities and Exchange Commission and publicly disclosed as an amendment to LGP’s Schedule 13D for the Company.

3.11 Third Parties. No Person who is not a party to this Agreement shall have any rights to enforce this Agreement; provided that the parties hereto expressly intend that each of the Buyer and the Transitory Subsidiary shall be regarded as, and shall be entitled to rely upon its status as, an intended third party beneficiary of Section 2.7 hereof.

3.12 Counterparts. This Agreement may be executed in counterparts, all of which, when taken together, shall constitute one and the same agreement.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

[Signature Page to Interim Sponsors Agreement]

[Signature Page to Interim Sponsors Agreement]

[Signature Page to Interim Sponsors Agreement]