Amendment No. 2 to the Credit Agreement, dated August 12, 2005



 Exhibit 10.11 
 AMENDMENT NO. 2 TO CREDIT AGREEMENT 
 This AMENDMENT NO. 2 to the
CREDIT AGREEMENT, dated as of August 12, 2005, among DOLLARAMA GROUP L.P., a limited partnership organized under the laws of Quebec, Canada (“Dollarama”), ARIS IMPORT INC., a corporation organized
under the Canada Business Corporations Act (“Aris”, and together with Dollarama, the “Borrowers” and each, a “Borrower”), DOLLARAMA HOLDINGS L.P., a limited partnership organized under the
laws of Quebec, Canada (“Holdings”), the Lenders (as defined below) party hereto, the Additional Term B Lenders (as defined below) and the Administrative Agent (as defined below), amends certain provisions of the Credit Agreement
dated as of November 18, 2004 (as amended by Amendment No.1, dated as of December 20, 2004, as further amended, supplemented or otherwise modified, the “Credit Agreement”), among each Borrower, Holdings, each lender from
time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), ROYAL BANK OF CANADA (“RBC”), as Administrative Agent, CITIBANK CANADA, as Syndication Agent, THE BANK OF NOVA
SCOTIA and JPMORGAN CHASE BANK, as Co-Documentation Agents, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Book-Running Manager, RBC Capital Markets, as Joint Lead Arranger and Joint Book-Running Manager for the Term A Facility and
Revolving Credit Facility and J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Book-Running Manager for the Term B Loan Facility. 
 PRELIMINARY STATEMENTS 
 Capitalized terms defined in the Credit Agreement and not otherwise defined
in this Amendment are used herein as therein defined. 
 The Borrowers have requested that the Term B Facility be increased by a principal
amount of US$45,000,000 and that loans be made to Dollarama under such Additional Term B Facility by the Lenders party hereto as Additional Term B Lenders. 
 The Borrowers have also requested that the Administrative Agent and the Lenders constituting the Required Lenders under the existing Credit Agreement consent to the amendments to the Credit Agreement set forth herein.

 On or prior to the Effective Date (as defined below), Dollarama shall issue new senior subordinated notes (the “New Senior
Subordinated Notes”) in an aggregate amount not less than US$200,000,000, the net proceeds of which (together with available cash or Revolving Credit Loans, to the extent that the proceeds of the New Senior Subordinated Notes are not
sufficient) shall be used immediately upon issuance to repay in full the Senior Subordinated Loans. 
 The parties hereto agree to amend the
Credit Agreement on the terms and subject to the conditions set forth in this Amendment as follows: 
 SECTION 1. Amendments. Subject
to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows: 
 (a)
Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended: 
 (i) by inserting the following definitions among the
existing definitions set forth in such section in alphabetical order: 
 “Additional Term B Closing Date “
means the Effective Date (as defined in Amendment No. 2). 







 “Additional Term B Commitment” means, with respect to each Additional
Term B Lender, the commitment of such Lender to make Additional Term B Loans to Dollarama in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01A (Additional Term B
Commitments). 
 “Additional Term B Facility” means the Additional Term B Commitments and the provisions
herein related to the Additional Term B Loans. 
 “Additional Term B Lender” means each Lender that has an
Additional Term B Commitment or holds an Additional Term B Loan. 
 “Additional Term B Loans” has the meaning
specified in Section 2.01(a)(iii). 
 “Amendment No. 2” means the Amendment No. 2,
dated as of August 12, 2005 among the Borrowers, Holdings, the Lenders and RBC, to this Agreement. 
 “Original
Term B Commitment” means, with respect to each Original Term B Lender, the commitment of such Lender to make Original Term B Loans to Dollarama in the aggregate principal amount outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 (Commitments) under the caption “Commitments—Term B Facility” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced
pursuant to this Agreement. 
 “Original Term B Facility” means the Original Term B Commitments and the
provisions herein related to the Original Term B Loans. 
 “Original Term B Lender” means each Lender that
holds an Original Term B Loan. 
 “Original Term B Loans” has the meaning specified in
Section 2.01(a)(ii). 
 (ii) by deleting the definitions of “Term B Commitment”, “Term B
Facility” and “Term B Loan” in their entirety and replacing them, respectively, with the following: 
 “Term B Commitment” means, with respect to each Term B Lender, the Original Term B Commitments and the Additional Term B Commitments of such Term B Lender. 
 “Term B Facility” means each of the Original Term B Facility and the Additional Term B Facility. 
 “Term B Loan” means any Original Term B Loan or any Additional Term B Loan. 
  

 2 








 (b) Section 2.01(a) (The Term Loan Borrowings) is hereby deleted in its entirety and replaced
with the following: 
 (a) The Term Loan Borrowings. Subject to the terms and conditions set forth herein,
(i) each Term A Lender severally made to Dollarama on the Closing Date a single loan denominated in Canadian Dollars (each, a “Term A Loan” and, collectively, the “Term A Loans”) in an amount equal to such Term
A Lender’s Term A Commitment, (ii) each Original Term B Lender severally made to Dollarama on the Closing Date a single loan denominated in U.S. Dollars (each, a “Original Term B Loan” and, collectively, the
“Original Term B Loans”) in an amount equal to such Original Term B Lender’s Original Term B Commitment and (iii) each Additional Term B Lender severally agrees to make to Dollarama on the Additional Term B Closing Date a
single loan denominated in U.S. Dollars (each, an “Additional Term B Loan” and, collectively, the “Additional Term B Loans”) in an amount equal to such Additional Term B Lender’s Additional Term B Commitment.
Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be BA Rate Loans or Canadian Prime Rate Loans and Term B Loans may be Eurodollar Rate Loans or U.S. Base Rate Loans. 
 (c) Section 2.05(b)(vii) (Prepayments) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

(vii) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied (x) other than with respect to
clause (vi), first, to repay the outstanding principal balance of the Term A Loans, until all Term A Loans shall have been prepaid in full; and second, to repay the outstanding principal balance of the Term B Loans, until such
Term B Loans shall have been repaid in full and (y) with respect to clause (vi) as directed by Dollarama. All such prepayments shall be applied (x) other than with respect to clause (vi), to reduce ratably the remaining
installments of such outstanding principal amounts of the Term Loans (provided that, at Dollarama’s election, such prepayments may first be applied to up to the next four quarterly installments of the relevant Term Loan following the
date of such prepayment, in the stated order of their maturities) and (y) with respect to clause (vi) as directed by Dollarama; provided, however, that (x) prior to the fifth anniversary of (i) the Closing Date,
such mandatory prepayments shall not be applied to prepayment of the Original Term B Loans to the extent that any such prepayment, when aggregated with all other scheduled or mandatory principal payments made or required to be made thereunder prior
to the fifth anniversary of such date, would exceed 25% of the aggregate principal amount of the Original Term B Loans on the Closing Date and (ii) the Additional Term B Closing Date, such mandatory prepayments shall not be applied to
prepayment of the Additional Term B Loans to the extent that any such prepayment, when aggregated with all other scheduled or mandatory principal payments made or required to be made thereunder prior to the fifth anniversary of such date, would
exceed 25% of the aggregate principal amount of the Additional Term B Loans on the Additional Term B Closing Date and (y) such mandatory prepayments, to the extent not applied to the Term B Loans pursuant to clause (x) above,
(A) in the case of clause (vi) above shall be applied in prepayment of the Term A Loans to the extent outstanding and (B) in all other cases, may be retained by Dollarama; provided, further however, that Dollarama shall,
on the next Business Day following the date of the fifth anniversary of (i) the Closing Date, prepay the Original Term B Loans in an aggregate amount equal to all such amounts retained by Dollarama with respect to such Original Term B Loans
pursuant to clause (y)(B) above and (ii) the Additional Term B Closing Date, prepay the Additional Term B Loans, in an aggregate amount equal to all such amounts retained by Dollarama with respect to such Additional Term B Loans pursuant
to clause (y)(B) above. 
  

 3 








 (d) Section 2.07(b) (Term B Loans) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following: 
 (b) Term B Loans. Dollarama shall repay, to the Administrative Agent for the
account of (i) the Original Term B Lenders, the Original Term B Loans in installments which are each equal to 0.25% of the initial aggregate principal amount of the Original Term B Loans made on the Closing Date to be applied to such Original
Term B Loans and (ii) the Additional Term B Lenders, the Additional Term B Loans in installments which are equal to 0.25% of the initial aggregate principal amount of the Additional Term B Loans made on the Additional Term B Closing Date to be
applied to such Additional Term B Loans, in each case on the last business day of each January, April, July and October, commencing April 30, 2005 (in the case of the Original Term B Loans) and October 31, 2005 (in the case of the
Additional Term B Loans) (which installments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05); provided, that the final principal repayment
installment of the Term B Loans shall be repaid on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B Loans outstanding on such date. 
 (e) Section 6.01 (Financial Statements) of the Credit Agreement is hereby amended by replacing the word “Holdings” in each place
where it appears in Section 6.01 with the word “Dollarama”. 
 (f) Section 7.06(l) (Restricted Payments) of the
Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 (l) (i) Dollarama and Holdings may
make Restricted Payments from the proceeds of Incremental Refinancing Debt for the purposes specified in, and incurred pursuant to, Section 7.03(b)(ii), (ii) Dollarama and Holdings may make Restricted Payments from the proceeds of
the Additional Term B Loans (together with available cash or Revolving Credit Loans to the extent that the proceeds of the Additional Term B Loans are not sufficient) for the purposes of repaying or redeeming in full the Canadian Holdco Senior Notes
together with accrued interest thereon; provided, however, that the aggregate amount of Restricted Payments made pursuant to clauses (i) and (ii) shall not exceed CA$54,000,000 (or the U.S. Dollar
equivalent thereof), and (iii) Holdings may make additional Restricted Payments from the proceeds of Permitted Holdco Debt. 
 (g)
Section 7.14 (Prepayments, Etc. of Indebtedness) of the Credit Agreement is hereby amended by deleting clause (a)(iii) of such Section and replacing it with the following: 
 (iii) the refinancing of Indebtedness outstanding pursuant to the Senior Subordinated Facility or the Subordinated Exchange Securities
pursuant to the a Permitted Refinancing thereof (including pursuant to an offering of high yield notes); provided, however that if the gross proceeds of such Permitted Refinancing are not less than US$200,000,000, then Dollarama may use
available cash or Revolving Credit Loans to pay any outstanding principal and interest with respect to the Senior Subordinated Facility or the Subordinated Exchange Securities to the extent that the net proceeds of such Permitted Refinancing are not
sufficient to pay such amount, 
 (h) Section 10.07(b) (Successors and Assigns) of the Credit Agreement is hereby amended by
adding the following after the words “Assignment and Assumption” in clause (v) thereof: 
 (which shall
identify whether the assignment is with respect to the Revolving Credit Facility, the Term A Facility, the Original Term B Facility or the Additional Term B Facility) 
  

 4 








 (i) A new Schedule 2.01(A) (Additional Term B Commitments) to the Credit Agreement, in the form
attached hereto as Annex I, is hereby deemed inserted immediately after Schedule 2.01 (Commitments) to the Credit Agreement. 
 SECTION 2. Conditions to Effectiveness. This Amendment shall become effective on the date when each of the following conditions precedent have first been satisfied (the “Effective Date”): 
 (a) the Administrative Agent shall have received counterparts of this Amendment executed by each Borrower, Holdings, the Required Lenders under the
existing Credit Agreement and each Additional Term B Lender making Additional Term B Loans in connection herewith or, as to any of the Additional Term B Lenders, evidence satisfactory to the Administrative Agent that such Additional Term B Lender
has executed this Amendment; 
 (b) the Administrative Agent shall have received a Committed Loan Notice with respect to the Additional Term
B Loans in accordance with the requirements of the Credit Agreement; 
 (c) the Administrative Agent shall have received from each Guarantor
its duly executed and delivered consent to this Amendment in the form attached hereto; 
 (d) the Administrative Agent shall have received,
in form and substance reasonably satisfactory to it, a certificate from a Responsible Officer of Dollarama attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) after giving effect to the borrowing of the Additional Term B
Loans and the application of the proceeds thereof to make Restricted Payments in redemption or repayments of the Canadian Holdco Senior Notes, the issuance of the New Senior Subordinated Notes, the repayment of the Senior Subordinated Loans and the
other transactions contemplated hereby; 
 (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to
it, such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as any Agent may reasonably require evidencing the identity, authority and capacity of each Loan Party
and Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; 
 (f) the Administrative Agent shall have received opinions from (i) Ropes & Gray LLP, New York counsel to the Loan Parties and
(ii) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, each addressed to the Syndication Agent, the Administrative Agent and each Lender and each in form and substance reasonably satisfactory to the Syndication Agent and the
Administrative Agent; 
 (g) Dollarama shall have received proceeds from the issuance by it of the New Senior Subordinated Notes in an
aggregate amount of not less than US$200,000,000, and the net proceeds of which shall have been applied (together with available cash or Revolving Credit Loans, to the extent that the net proceeds of the New Senior Subordinated Notes are not
sufficient) to repay in full, and which proceeds shall have been applied in the repayment in full of, the Senior Subordinated Loans and all other amounts outstanding under the Senior Subordinated Credit Agreement and the terms of the 
  

 5 








 New Senior Subordinated Notes and the indenture and all documentation with respect thereto shall be consistent with the
preliminary offering memorandum for the New Senior Subordinated Notes and otherwise be satisfactory in form and substance to the Syndication Agent and the Administrative Agent; and 
 (h) all fees and expenses payable in connection with this Amendment or otherwise required to be paid pursuant to the Credit Agreement shall have been
paid in full. 
 Furthermore this Amendment is subject to the provisions of Section 10.01 of the Credit Agreement.

 SECTION 3. Construction with the Loan Documents. 
 (a) On and after this Amendment becoming effective in accordance with Section 2, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and
the Credit Agreement shall be read together and construed as a single instrument. The table of contents, signature pages and list of Exhibits and Schedules of the Credit Agreement shall be deemed modified to reflect the changes made by this
Amendment. 
 (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents
are and shall remain in full force and effect and are hereby ratified and confirmed, including the respective guarantees and security interests granted pursuant to the respective Loan Documents. 
 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of the Lenders, the L/C Issuers, the Arrangers or the Agents under any of the Loan Documents, nor constitute a waiver or amendment of any provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

 (d) This Amendment is a Loan Document. 
 (e) This Amendment shall not extinguish or otherwise constitute a novation of the Obligations outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other
security therefor or any guarantee thereof. The Credit Agreement and each of the other Loan Documents (as defined in the Credit Agreement) shall remain in full force and effect, except as modified hereby or thereby in connection herewith or
therewith. 
 (f) Each Additional Term B Lender that executes this Amendment shall upon this Amendment becoming effective in accordance with
Section 2 hereof and thereafter be deemed to be a “Lender” under the Credit Agreement. 
 SECTION 4. Governing Law.
This Amendment is governed by, and shall be construed in accordance with, the law of the State of New York. 
 SECTION 5. Representations
And Warranties. Each of Dollarama and Holdings hereby represents and warrants that each of the representations and warranties made by it in the Credit Agreement, as amended hereby, and the other Loan Documents to which it respectively is a party
or by which it is bound, shall be true and correct in all material respects on and as of the date 
  

 6 








 hereof (other than representations and warranties in any such Loan Document which expressly speak as of a specific date,
which shall have been true and correct in all material respects as of such specific date) and no Default or Event of Default has occurred and is continuing as of the date hereof. 
 SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 
 [SIGNATURE PAGES FOLLOW] 
  

 7 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

			
	DOLLARAMA GROUP L.P.,
	herein acting and represented by:
	 DOLLARAMA GROUP GP INC., its general partner,
             as Borrower

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 ARIS IMPORT INC.,
             as Borrower

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 DOLLARAMA HOLDINGS L.P.,
 herein acting and
represented by:

	 DOLLARAMA HOLDINGS GP INC., its general partner,
             as Holdings

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary











			
	ROYAL BANK OF CANADA,
		 	as Administrative Agent
		
	By:	 	 /s/ David Wheatley

	Name:	 	David Wheatley
	Title:	 	Manager, Agency


 [SIGNATURE PAGE TO AMENDMENT
NO. 2 TO CREDIT AGREEMENT] 








			
	ROYAL BANK OF CANADA,
	            as Administrative Agent
		
	By:	 	 /s/ Glen D. Carter

	Name:	 	Glen D. Carter
	Title:	 	Attorney-in-fact


 [SIGNATURE PAGE TO AMENDMENT
NO. 2 TO CREDIT AGREEMENT] 








			
	HSBC BANK CANADA
	As Revolving Credit Lender, and Term A Lender
		
	By:	 	/s/ Olivier Charron
	Name:	 	Olivier Charron
	Title:	 	Senior Account Manager
		
	By:	 	/s/ Jossia Belisle
	Name:	 	Jossia Belisle
	Title:	 	Assistant Vice President










			
	BNP Paribas (CANADA)
	As Revolving Credit Lender, and Term A Lender
		
	By:	 	/s/ James Goodall
	Name:	 	James Goodall
	Title:	 	Managing Director
		 	Leveraged Finance & Real Estate Finance
		
	By:	 	/s/ Donald Ma
	Name:	 	Donald Ma
	Title:	 	Director, Asian Banking










			
	CANADIAN WESTERN BANK
	As Revolving Credit Lender, and Term A Lender
		
	By:	 	/s/ Richard Hallson
	Name:	 	Richard Hallson
	Title:	 	Assistant Vice President










			
	CITIBANK CANADA
	As Revolving Credit Lender, and Term A Lender
		
	By:	 	/s/ Isabelle Cote
	Name:	 	Isabelle Cote
	Title:	 	Director










			
	Canadian Imperial Bank of Commerce
	As Revolving Credit Lender
		
	By:	 	/s/ Scott Black
	Name:	 	Scott Black
	Title:	 	Director
		
	By:	 	/s/ Tim Thomas
	Name:	 	Tim Thomas
	Title:	 	Executive Director










			
	Canadian Imperial Bank of Commerce
	As Term A Lender
		
	By:	 	/s/ Scott Black
	Name:	 	Scott Black
	Title:	 	Director
		
	By:	 	/s/ Tim Thomas
	Name:	 	Tim Thomas
	Title:	 	Executive Director










			
	 JPMORGAN CHASE, N.A.,
 TORONTO
BRANCH

	As Revolving Credit Lender, Term A Lender
		
	By:	 	/s/ Drew McDonald
	Name:	 	 Drew McDonald

	Title:	 	Vice President










			
	NORTHWOODS CAPITAL III, LIMITED
	BY: ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
	As Revolving Credit Lender
		
	By:	 	/s/ Bruce Martin
	Name:	 	 Bruce Martin

	Title:	 	Managing Director










			
	NORTHWOODS CAPITAL III, LIMITED
	BY: ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
	As Term A Lender
		
	By:	 	/s/ Bruce Martin
	Name:	 	 Bruce Martin

	Title:	 	Managing Director










			
	AURUM CLO 2002-1 LTD.,
	BY: Columbia Management Advisors, Inc.
	as Investment Manager
	As Term B Lender
		
	By:	 	/s/ Colleen Cunniffe
	Name:	 	 Colleen Cunniffe

	Title:	 	Vice President










			
	FLAGSHIP CLO III
	BY: Flagship Capital Management, Inc.
	As Term B Lender
		
	By:	 	/s/ Colleen Cunniffe
	Name:	 	 Colleen Cunniffe

	Title:	 	Director










			
	FLAGSHIP CLO 2001-1
	BY: Flagship Capital Management, Inc.
	As Term B Lender
		
	By:	 	/s/ Colleen Cunniffe
	Name:	 	 Colleen Cunniffe

	Title:	 	Director










			
	WB LOAN FUNDING 2, LLC
	As Term B Lender
		
	By:	 	/s/ Diana M. Himes
	Name:	 	 Diana M. Himes

	Title:	 	Associate










			
	ACA MANAGEMENT, LLC
	As Advisor to ACA CLO 2005-1, LIMITED
	As Additional Term B Lender
		
	By:	 	/s/ Vincent M. Ingato
	Name:	 	 Vincent M. Ingato

	Title:	 	Managing Director










									
	OAK HILL CREDIT PARTNERS I, LIMITED	 		 	OAK HILL CREDIT PARTNERS II, LIMITED
	By:	 	Oak Hill CLO Management I, LLC	 		 	 By:
	 	Oak Hill CLO Management II, LLC
	As Investment Manager	 		 	As Investment Manager

  

									
					
	By:	 	/s/ Scott D. Krase	 		 	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase	 		 	Name:	 	Scott D. Krase
	Title:	 	Authorized Person	 		 	Title:	 	Authorized Person

  

									
	OAK HILL CREDIT PARTNERS III, LIMITED	 		 	OAK HILL CREDIT PARTNERS IV, LIMITED
	By:	 	Oak Hill CLO Management III, LLC	 		 	 By:
	 	Oak Hill CLO Management IV, LLC
	As Investment Manager	 		 	As Investment Manager

  

									
					
	By:	 	/s/ Scott D. Krase	 		 	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase	 		 	Name:	 	Scott D. Krase
	Title:	 	Authorized Person	 		 	Title:	 	Authorized Person

  

			
	 SMBC MVI SPC,

	 On behalf of and for the account of Segregated Portfolio No. 1

	By:	 	Oak Hill Separate Account Management I, LLC
	As Investment Manager

  

			
		
	By:	 	/s/ Scott D. Krase
	Name:	 	Scott D. Krase
	Title:	 	Authorized Person









			
	EAGLE MASTER FUND LTD.
	By: Citigroup Alternative Investments LLC, as Investment Manager for and on behalf of Eagle Master Fund Ltd.
	As Term B Lender


  

			
		
	By:	 	/s/ Maura Connor
	Name:	 	Maura Connor
	Title:	 	VP










			
	 LOAN FUNDING I LLC,
 A wholly owned
subsidiary of Citibank, N.A.

	
	 By: TCW Advisors, Inc.,
 As Portfolio Manager
of Loan Funding I LLC

	As a Term B Lender


  

			
		
	By:	 	/s/ Stephen Suo
	Name:	 	Stephen Suo
	Title:	 	Vice President


  

			
		
	By:	 	/s/ G. Wayne Hosang
	Name:	 	G. Wayne Hosang
	Title:	 	 Vice President











			
	TCW SENIOR SECURED LOAN FUND
	 By: TCW Advisors, Inc.,
 As Its Investment
Advisor
 as a Term B Lender



  

			
		
	By:	 	/s/ Stephen Suo
	Name:	 	Stephen Suo
	Title:	 	Vice President


  

			
		
	By:	 	/s/ G. Wayne Hosang
	Name:	 	G. Wayne Hosang
	Title:	 	 Vice President











			
	FIRST 2004-I CLO, LTD.
	By: TCW Advisors, Inc.,
As Its Collateral Manager
	as a Term B Lender


  

			
		
	By:	 	/s/ Stephen Suo
	Name:	 	Stephen Suo
	Title:	 	Vice President


  

			
		
	By:	 	/s/ G. Wayne Hosang
	Name:	 	G. Wayne Hosang
	Title:	 	 Vice President











			
	 KNIGHT CBNA LOAN FUNDING LLC,

	 For itself or as agent for

	 KNIGHT CFPI LOAN FUNDING LLC,

	as a Term B Lender


  

			
		
	By:	 	/s/ Dominic Blea
	Name:	 	Dominic Blea
	Title:	 	Trust Officer










			
	HEWETT’S ISLAND CLO III, LTD.
	By: CypressTree Investment Management Company, Inc.,
	 As Portfolio Manager

	as a Term B Lender


  

			
	By:	 	/s/ Preston I. Carnes, Jr.
	Name:	 	Preston I. Carnes, Jr.
	Title:	 	Managing Director










			
	 BUSHNELL CBNA LOAN FUNDING LLC,

	 For itself or as agent for

	 BUSHNELL CFPI LOAN FUNDING LLC

	as a Term B Lender


  

			
		
	By:	 	/s/ Dominic Blea
	Name:	 	Dominic Blea
	Title:	 	Attorney-In-Fact










			
	 STEDMAN CBNA LOAN FUNDING LLC,

	 For itself or as agent for

	 STEDMAN CFPI LOAN FUNDING LLC

	as a Term B Lender


  

			
		
	By:	 	/s/ Dominic Blea
	Name:	 	Dominic Blea
	Title:	 	Attorney-In-Fact










			
	NEW YORK LIFE INSURANCE COMPANY
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Vice President


  

			
	NEW YORK LIFE INSURANCE AND ANNUITY
	CORPORATION
	By: New York Life Investment Management LLC,
	Its Investment Manager
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Managing Director


  

			
	NYLIM FLATIRON CLO 2003-1 LTD
	By: New York Life Investment Management LLC,
	As Collateral Manager and Attorney-In-Fact
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Managing Director


  

			
	NYLIM FLATIRON CLO 2004-1 LTD
	By: New York Life Investment Management LLC,
	As Collateral Manager and Attorney-In-Fact
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Managing Director










			
	NYLIM FLATIRON CLO 2005-1 LTD
	By: New York Life Investment Management LLC,
	As Collateral Manager and Attorney-In-Fact
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Managing Director


  

			
	MAINSTAY FLOATING RATE FUND,
	A series of ECLIPSE FUNDS INC.
	By: New York Life Investment Management LLC
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Managing Director










			
	NYLIM INSTITUTIONAL FLOATING RATE
	FUND L.P.
	By: New York Life Investment Management LLC,
	Its Investment Manager
		
	By:	 	/s/ Robert H. Dial
	Name:	 	Robert H. Dial
	Title:	 	Managing Director










			
	 NATEXIS BANQUES POPULAIRES

	As Term B Lender
		
	 By:
	 	 /s/ Tefta Ghilaga

	 Name:
	 	 Tefta Ghilaga

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Kristen Brainard

	 Name:
	 	 Kristen Brainard

	 Title:
	 	 Assistant Vice President











			
	 KKR FINANCIAL CLO 2005-1, LTD.

	As Term B Lender
		
	 By:
	 	 /s/ Stefanie Rosenberg

	 Name:
	 	 Stefanie Rosenberg

	 Title:
	 	 Authorized Signatory











			
	 FORTRESS PORTFOLIO TRUST,

	 By: Four Corners Capital Management, LLC,

	 As Investment Manager

	As Term B Lender
		
	 By:
	 	 /s/ Vijay Srinivasan

	 Name:
	 	 Vijay Srinivasan

	 Title:
	 	 Assistant Vice President











			
	FOUR CORNERS CLO 2005-I, LTD.
	 By: Four Corners Capital Management, LLC,

	 As Collateral Manager

	As Term B Lender
		
	 By:
	 	 /s/ Vijay Srinivasan

	 Name:
	 	 Vijay Srinivasan

	 Title:
	 	 Assistant Vice President











			
	 FIRST TRUST/FOUR CORNERS SENIOR

	 FLOATING RATE INCOME FUND II,

	 By: Four Corners Capital Management, LLC,

	 As Sub Adviser

	As Term B Lender
		
	 By:
	 	 /s/ Vijay Srinivasan

	 Name:
	 	 Vijay Srinivasan

	 Title:
	 	 Assistant Vice President











			
	 CENTAURUS LOAN TRUST

	 By: Nomura Corporate Research and

	 Asset Management Inc.,

	 As Investment Adviser

	As Term B Lender
		
	 By:
	 	 /s/ Elizabeth MacLean

	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director











			
	 NCRAM LOAN TRUST

	 By: Nomura Corporate Research and

	 Asset Management Inc.,

	 As Investment Adviser

	As Term B Lender
		
	 By:
	 	 /s/ Elizabeth MacLean

	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director











			
	 CLYDESDALE CLO 2004, LTD.,

	 By: Nomura Corporate Research and

	 Asset Management Inc.,

	 As Investment Adviser

	As Term B Lender
		
	 By:
	 	 /s/ Elizabeth MacLean

	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director











			
	 CLYDESDALE STRATEGIC CLO 1, LTD.

	 By: Nomura Corporate Research and

	 Asset Management Inc.,

	 As Investment Adviser

	As Term B Lender
		
	 By:
	 	 /s/ Elizabeth MacLean

	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director











			
	 NOMURA BOND & LOAN FUND

	 By: UFJ Trust Bank Limited

	 As Trustee

	 By: Nomura Corporate Research and

	 Asset Management Inc.,

	 As Attorney-in-Fact

	As Term B Lender
		
	 By:
	 	 /s/ Elizabeth MacLean

	 Name:
	 	 Elizabeth MacLean

	 Title:
	 	 Director











			
	AVENUE CLO FUND, LIMITED
	As Term B Lender
		
	By:	 	/s/ Richard D’Addario
	Name:	 	Richard D’Addario
	Title:	 	Senior Portfolio Manager










			
	HARBOURVIEW CLO IV, LTD.
	As Term B Lender
		
	By:	 	/s/ Susanna Evans
	Name:	 	Susanna Evans
	Title:	 	Manager










			
	HARBOURVIEW CLO V, LTD.
	As Term B Lender
		
	By:	 	/s/ Susanna Evans
	Name:	 	Susanna Evans
	Title:	 	Manager










			
	 OPPENHEIMER SENIOR FLOATING
 RATE
FUND

	As Term B Lender
		
	By:	 	/s/ Susanna Evans
	Name:	 	Susanna Evans
	Title:	 	Manager










			
	VISTA LEVERAGED INCOME FUND
	By MJX Asset Management, LLC
	As its Investment Advisor
	As Term B Lender
		
	By:	 	/s/ Hans Christensen
	Name:	 	Hans Christensen
	Title:	 	Chief Investment Officer










			
	VENTURE IV CDO LIMITED
	By MJX Asset Management, LLC
	As its Investment Advisor
	As Term B Lender
		
	By:	 	/s/ Hans Christensen
	Name:	 	Hans Christensen
	Title:	 	Chief Investment Officer










			
	 VENTURE III CDO LIMITED
 By MJX Asset
Management, LLC
 As its Investment Advisor
 As Term B
Lender

		
	By:	 	/s/ Hans Christensen
	Name: Hans Christensen
	Title: Chief Investment Officer










			
	 VENTURE II CDO 2002, LIMITED
 By MJX Asset
Management, LLC
 As its Investment Advisor
 As Term B
Lender

		
	By:	 	/s/ Hans Christensen
	Name: Hans Christensen
	Title: Chief Investment Officer










			
	 VENTURE CDO 2002, LIMITED
 By MJX Asset
Management, LLC
 As its Investment Advisor
 As Term B
Lender

		
	By:	 	/s/ Hans Christensen
	Name: Hans Christensen
	Title: Chief Investment Officer










			
	 THE SUMITOMO TRUST & BANKING CO.,
 LTD., NEW YORK BRANCH
 As Term B Lender

		
	By:	 	/s/ Stephanie M. Fowler
	Name: Stephanie M. Fowler
	Title: Senior Director










			
	 VICTORIA FALLS CLO, LTD
 As Term B
Lender

		
	By:	 	/s/ Wade T. Winter
	Name: Wade T. Winter
	Title: S.V.P.










			
	 CASTLE HILL III CLO, LIMITED
 As Term
Lender
 By Sankaty Advisors, LLC
 As Collateral
Manager
 As Term B Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 LOAN FUNDING XI LLC
 As Term
Lender
 By Sankaty Advisors, LLC
 As Collateral
Manager
 As Term B Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 CHATHAM LIGHT II CLO, LIMITED
 By Sankaty
Advisors, LLC
 As Collateral Manager
 As Term B
Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 RACE POINT CLO, LIMITED
 As Term
Lender
 By Sankaty Advisors, LLC
 As Collateral
Manager
 As Term B Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 RACE POINT II CLO, LIMITED
 As Term
Lender
 By Sankaty Advisors, LLC
 As Collateral
Manager
 As Term B Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 SANKATY HIGH YIELD PARTNERS II, L.P.
 As
Term B Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 AVERY POINT CLO, LTD.,
 As Term
Lender
 By Sankaty Advisors, LLC
 As Collateral
Manager
 As Term B Lender

		
	By:	 	/s/ Diane J. Exter
	Name:	 	Diane J. Exter
	Title:	 	Managing Director, Portfolio Manager










			
	 MATTER SENIOR FLOATING RATE TRUST**
 As
Term B Lender

		
	By:	 	/s/ Joseph Matter
	Name:	 	Joseph Matter
	Title:	 	










			
	 AIB DEBT MANAGEMENT, LIMITED
 As Investment
Advisor
 As Term B Lender

		
	By:	 	/s/ Joseph Augustini
	Name:	 	Joseph Augustini
	Title:	 	Vice President
		
	By:	 	/s/ Roisin O’Connell
	Name:	 	Roisin O’Connell
	Title:	 	Assistant Vice President










			
	 LONG LANE MASTER TRUST IV
 As Term B
Lender

		
	By:	 	/s/ Ann E. Morris
	Name:	 	Ann E. Morris
	Title:	 	Authorized Agent










			
	 KALDI FUNDING LLC
 As Term B
Lender

		
	By:	 	/s/ M. Cristina Higgins
	Name:	 	M. Cristina Higgins
	Title:	 	Assistant Vice President










			
	 HARBOUR TOWN FUNDING LLC
 As Term B
Lender

		
	By:	 	/s/ M. Cristina Higgins
	Name:	 	M. Cristina Higgins
	Title:	 	Assistant Vice President










			
	 CYPRESSTREE CLAIF FUNDING LLC
 As Term B
Lender

		
	By:	 	/s/ M. Cristina Higgins
	Name:	 	M. Cristina Higgins
	Title:	 	Assistant Vice President










					
	 PIONEER FLOATING RATE TRUST

	 By: Highland Capital Management, L.P.

	 As its Sub-Advisor

	 By: Strand Advisors, Inc.

	 As its General Partner

	As Term B Lender
		
	By:	 	/s/ Joe Dougherty
	 Name:
	 	 Joe Dougherty

	 Title:
	 	 Senior Portfolio Manager of

		 	 Strand Advisors, Inc.; and

		 	 General Partner of

		 	 Highland Capital Management, L.P.











					
	 HIGHLAND FLOATING RATE LLC

	 By: Highland Capital Management, L.P.

	 As its Collateral Manager

	 By: Strand Advisors, Inc.

	 As its Investment Advisor

	As Term B Lender
		
	By:	 	/s/ Joe Dougherty
	 Name:
	 	 Joe Dougherty

	 Title:
	 	 Senior Vice President of

		 	 Strand Advisors, Inc.; and

		 	 General Partner of

		 	 Highland Capital Management, L.P.











					
	 HIGHLAND FLOATING RATE
 ADVANTAGE
FUND

	 By: Highland Capital Management, L.P.

	 As its Collateral Manager

	 By: Strand Advisors, Inc.

	 As its Investment Advisor

	As Term B Lender
		
	By:	 	/s/ Joe Dougherty
	 Name:
	 	 Joe Dougherty

	 Title:
	 	 Senior Vice President of

		 	 Strand Advisors, Inc.; and

		 	 General Partner of

		 	 Highland Capital Management, L.P.











					
	 SOUTHFORK CLO, LTD.

	 By: Highland Capital Management, L.P.

	 As its Collateral Manager

	 By: Strand Advisors, Inc.

	 As its Investment Advisor

	As Term B Lender
		
	By:	 	/s/ David W. Lancelot
	 Name:
	 	 David W. Lancelot

	 Title:
	 	 Treasurer of

		 	 Strand Advisors, Inc.; and

		 	 General Partner of

		 	 Highland Capital Management, L.P.











					
	 LOAN FUNDING IV LLC

	 By: Highland Capital Management, L.P.

	 As its Collateral Manager

	 By: Strand Advisors, Inc.

	 As its General Partner

	As Term B Lender
		
	By:	 	/s/ David W. Lancelot
	 Name:
	 	 David W. Lancelot

	 Title:
	 	 Treasurer of

		 	 Strand Advisors, Inc.; and

		 	 General Partner of

		 	 Highland Capital Management, L.P.











					
	 ING PRIME RATE TRUST

	 By: ING Investment Management Co,

	 As its Investment Manager

	As Term B Lender
		
	By:	 	/s/ Theordore M. Hoag
	 Name:
	 	 Theordore M. Hoag

	 Title:
	 	 Vice President

	
	 ING SENIOR INCOME FUND

	 By: ING Investment Management Co,

	 As its Investment Manager

	As Term B Lender
		
	By:	 	/s/ Theordore M. Hoag
	 Name:
	 	 Theordore M. Hoag

	 Title:
	 	 Vice President











			
	[INSERT NAME OF THE ADDITIONAL TERM B LENDER]
	            as Additional Term B Lender
		
	By:	 	 /s/ Vincent M. Ingato

	Name:	 	Vincent Ingato
	Title:	 	Managing Director


 [SIGNATURE PAGE TO AMENDMENT
NO. 2 TO CREDIT AGREEMENT] 







 CONSENT OF GUARANTORS 
 Dated as of August 12, 2005                     
 Each of the undersigned, as a Guarantor under its Guaranty dated as of November 18, 2004 (its “Guaranty”) under the Credit
Agreement referred to in the foregoing Amendment, and as a Loan Party under each Collateral Document to which it is a party, hereby consents to such Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment,
its Guaranty and all Liens granted by it pursuant to the Collateral Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in its Guaranty and such Collateral Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment, and the obligations guaranteed by such Guaranty and secured by such Collateral Documents shall thereafter include any obligations with respect to the Additional Term B Loans resulting herefrom. 
  

			
	DOLLARAMA HOLDINGS L.P.,
	herein acting and represented by:
	 DOLLARAMA HOLDINGS GP INC.,
 its general
partner,
             as Guarantor

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 DOLLARAMA L.P.,
 herein acting and
represented by:

	 DOLLARAMA GP INC.,
 its general
partner,
             as Guarantor

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary



 [SIGNATURE PAGE TO AMENDMENT
NO. 2 TO CREDIT AGREEMENT] 








			
	DOLLARAMA CORPORATION,
	            as Guarantor
		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 DOLLARAMA GP INC.,
             as Guarantor

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 ARIS IMPORT INC.,
             as Guarantor

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 DOLLARAMA GROUP L.P.,
 herein acting and
represented by:

	 DOLLARAMA GROUP GP INC.,
 its general
partner,
             as Guarantor

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary

	
	 DOLLARAMA GROUP GP INC.,
             as Guarantor

		
	By:	 	 /s/ Nicholas Nomicos

	Name:	 	Nicholas Nomicos
	Title:	 	 Senior Vice President, Interim Chief Financial
 Officer
and Secretary



 [SIGNATURE PAGE TO AMENDMENT
NO. 2 TO CREDIT AGREEMENT]