ex99_c4.htm

Exhibit (c)(4)

Comparison of Bids

Project NOBLE

September 30, 2011

Confidential

Project NOBLE

Summary of Bid Terms

Source: Commitment Letters from Ares and Leonard
Green received September 28, 2011.

(1) Based on unaffected closing price of $16.68 on
March 10, 2011, one day prior to family joint bid
with Leonard Green.

(2) Options vest over 5 years. Options will vest
100% if Eric or Jeff are terminated without Cause
or resign for Good Reason, or if there is a change
of control event. Upon vesting, Eric and Jeff
shall have one year following triggering event to
exercise options. Termination for Cause or
resignation without Good Reason will terminate
all vested and unvested options.

(3) Shareholders agreement terms include customary
tag along rights, drag-along rights, pre-emptive
rights, piggyback registration rights, approval
rights, and rollover put.

($ in millions, except share prices)

Project NOBLE

Summary of Family Alternatives - Family Proceeds

________________________

Note: Below footnotes are in addition to the footnotes stated on the previous page.

(1)Ownership based on current filings and Family guidance. Assumes Au Zone Investments #2 ownership is as follows: Dave & Sherry own 3/33; and Eric & Karen, Howard, and Jeff own 10/33 each.

(2)Assumes Eric & Karen and Jeff roll 50%-60% of their equity proceeds, and Dave & Sherry and Howard contribute the remainder of the aggregate family equity rollover in proportion to their relative ownership.

(3)Assumes pro rata rollover based on individual ownership

(4)Pre-tax proceeds to family, excluding rollover amount.

(5)Future value (pre-tax) at end of FY2016. Based on Ares and Leonard Green’s respectively proposed transactions.

(6)Based on management promote proposals by Ares (10% in 2 option tranches) and Leonard Green (7.5%).

Project NOBLE

Comparison of Sources and Uses

Ares(1) ($ in millions)

Leonard Green(1) ($ in millions)

n $20.00 Offer Price, $125 Million Family Roll ($150 Million Requested),
Shared Control

________________________

Source: Noble data room model, adjusted for “capital light” operating assumptions in forecasted years (adjustments primarily associated with leasing of stores); Ares; and Leonard Green.

Note: Assumes transaction date of March 31, 2012

(1) Based on Ares and Leonard Green’s respective indicative terms submitted on September 28, 2011.

(2) Ares and Leonard Green respective projected cash balance.

(3) Adjustment to reconcile discrepancies between Ares and Leonard Green implied share count and current share count. Ares assumed a $12.1 million minimum cash requirement; Leonard Green did not assume a
minimum cash requirement.

Project NOBLE

Comparison of Cash Generation and Credit Statistics

n $21.50 Offer Price, $50 Million Family Roll (No Roll Required, Maximum
of $100 Million Allowed), Minority Representation and Protections

Ares(1) ($ in millions)

Leonard Green(1) ($ in millions)

n $20.00 Offer Price, $125 Million Family Roll ($150 Million Requested),
Shared Control

________________________

Project NOBLE

Analysis at Various Prices - Ares Proposed Transaction(1)

Source: Noble data room model, adjusted for “capital light” operating assumptions in forecasted years (adjustments primarily associated with leasing of stores).

Note: 2016 projected assuming identical number of incremental stores opened as in 2015 and assuming same EBITDA margin profile.

(1) Based on indicative terms submitted by Ares on September 28, 2011.

(2) Based on Q1’2012 LTM EBITDA (excl. SBC) of $149 million.

(3) Equity account adjusts based on increases or decreases in required capital.

$21.50 Offer Price, $50 Million Family Roll (No Roll Required, Maximum of $100 Million Allowed)

Project NOBLE

($ in millions, except per share amounts)

Analysis at Various Prices - Leonard Green Proposed Transaction(1)

$20.00 Offer Price, $125 Million Family Roll ($150 Million Requested)

________________________

Source: Noble data room model, adjusted for “capital light” operating assumptions in forecasted years (adjustments primarily associated with leasing of stores).

Note: 2016 projected assuming identical number of incremental stores opened as in 2015 and assuming same EBITDA margin profile.

(1) Based on indicative terms submitted by Leonard Green on September 28, 2011.

(2) Based on Q1’2012 LTM EBITDA (excl. SBC) of $149 million.

(3) Equity account adjusts based on increases or decreases in required capital.

Project NOBLE

Impact of Financing Flex on Interest Expense and Family Value

Comparison of Original and Maximum Flex Terms

Source: Commitment Letter and Fee Letter from Leonard Green.

Based on Leonard Green Proposal (Ares fee letter not yet received)

Project NOBLE

Overview of Post-Transaction Compensation & Equity Incentive Structures

Source of Value	Considerations	Key Variables

Existing Equity Step-Up	n Existing equity and equity-linked securities valued at acquisition price · Likely a premium to current public market value	n Amount of equity to roll into post-transaction capitalization · Use of leverage may increase ownership stake pro forma · Limited liquidity until sponsor exists · Minimum rollover required by financial sponsor · Tax implications


Performance Compensation (i.e., Promote)	n Continued cash compensation (salary and bonus) n Equity incentive compensation to align interests with financial sponsor · To be negotiated in conjunction with size of equity rollover	n Structure of promote n Preference to sponsor, if any n Vesting and tax considerations n Liquidity mechanisms


Other	n Other forms of compensation, including: · Change of control severance payments · Deal bonuses · Benefits	n Post-transaction package

Project NOBLE

n Management compensation structures in connection with leveraged buyout transactions typically differ from most public
company compensation structures in order to align more closely long-term incentives between management and the financial
sponsor

· Annual compensation, both salary and cash bonus programs, tend to be generally similar to “market” annual cash compensation for executives of
comparable companies

· Equity incentive programs are restructured and generally allow management to participate in a profitable exit concurrent with the financial
sponsor

n In a typical structure, the management team receives a percentage of the equity value created between the time of the initial
investment and exit (often referred to as the “promote”)

· For example, if the initial equity investment is $100 and the equity value at exit is $250, a management team with a 10% promote would earn $15
($150 equity value created x 10%)

n While many factors may impact the size and terms of the promote, an analysis of precedent transactions suggests that the
typical size of the promote is between 7% and 10%

· A portion of the promote may be subject to vesting requirements based on time, operating performance or financial sponsor returns

· Promote is split between a select group of key managers

· Replaces public company options and restricted stock equity compensation mechanics

n Key managers will also be expected to roll over at the deal price a portion of their equity or the in-the-money value of equity-
linked awards

· Amount of rollover will be dependent on individual circumstances, but precedents suggest minimum rollover of 33%-50% of total pre-transaction
equity value for key manager

· When target is a public C-corporation, rollover is typically done with after-tax proceeds unless insiders have a large block of stock and alternative
transaction structures are pursued

Overview of Post-Transaction Compensation & Equity Incentive Structures (Cont’d)

Project NOBLE

Value of the Promote

Leonard Green(1) ($ in millions)

Equity holders receive
their respective initial
equity investment first

Management receives 5%
of equity value creation
beyond the value of the
initial equity contributed

Description

In tranche 2, equity
holders must receive 1.5x
their respective initial
equity investment first

Management receives an
incremental 5% of equity
value in excess of 1.5x
the value of the initial
equity contributed

Description

Leonard Green’s
proposed management
promote structure only
consists of one tranche

Management receives
7.5% of equity value
creation beyond the
value of the initial equity
contributed

________________________

Source: Noble data room model, adjusted for “capital light” operating assumptions in forecasted years (adjustments primarily associated with leasing of stores); Ares; and Leonard Green.

Note: Promote structures based on Ares and Leonard Green’s respective indicative terms submitted on September 28, 2011.

Appendices

Project NOBLE

Dollar Store Trading Levels and Volume Information

Indexed Stock Performance Since Announcement(1)

Stock Price Change Details(2)

________________________

Source: FactSet.

(1)Beginning prices are closing prices on the date of the Offer, March 11, 2011; $19.58 was the closing price for NOBLE on this date.

(2)Dollar Stores, Club and Mass and Grocery indexes are medians of their respective groups.

(3)Previous week pricing date is September 21, 2011.

(6.0%)

+17.5%

(8.2%)

(18.8%)

+1.0%

(11.7%)

(8.6%)

(3)

Project NOBLE

Noble’s Relative Market Multiples

CY2011E P/E

CY2011E

P/E to Growth

Enterprise Value /

CY2011E EBITDA

Note: Medians exclude Food & Drug and Club & Mass merchandise, as well as Noble.

Note: Food & Drug is a simple average and includes Safeway, Kroger, Supervalu, Whole Foods, CVS, Rite Aid and Walgreens.

Club & Mass Merchandise is a simple average and includes BJ’s, Costco, Target and Walmart.

Current Median: 8.4x

Current Median: 16.3x

Ares offer at $21.50 per share

Current Multiple

Project NOBLE

Comparison of Retail Financings

Source: Company filings, Bloomberg and FactSet.

Note: Revenue and EBITDA figures are LTM as of the respective transaction dates.

Project NOBLE

BJ’s Wholesale Club Acquisition Financing

Pro Forma Capital Structure ($ in millions)

________________________

Source: Company materials.

(1)ABL draw of $465 million includes $65 million for seasonal working capital which is not included in leverage multiples.

(2)Downsized from $1,125 million.

(3)Based on LTM Adjusted EBITDA of $389 million; reduced from $436 million due to incremental rent expense of $36.5 million associated with the expected sale leaseback transactions.

(4)Rent expense capitalized at 8x. Based on LTM Adjusted EBITDAR of $612 million.

Additional Financing Terms

n Pricing revised wider:

· 1st Lien at 96.0, down from 97.5

· 2nd Lien at 95.0, down from 97.0

n 1st Lien: 1% yearly amortization, 101 soft call for year 1

n 2nd Lien: no amortization, optional prepayments (103/102/101)

n 75% excess cash flow Sweep

n Expected rating: B2/B

On June 28, 2011, BJ’s entered into a definitive agreement to be acquired by Leonard Green &
Partners and CVC Capital Partners in an all-cash transaction valued at approximately $2.8 billion

Sources & Uses ($ in millions)