Form S-4

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

our outstanding 8.875% Senior Subordinated Notes due 2012 for new 8.875% Senior Subordinated Notes due 2012

We are offering to exchange our 8.875% Senior Subordinated Notes due 2012, or the exchange notes, for all of our currently outstanding 8.875% Senior Subordinated Notes due 2012, or the outstanding notes. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the United States federal securities laws, are not subject to transfer restrictions in the United States and are not entitled to certain registration rights relating to the outstanding notes. The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indenture.

The exchange notes will be our senior subordinated unsecured obligations, ranking equal in right of payment with all of our existing and future senior subordinated unsecured obligations.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency or Canadian securities authority has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus incorporates important business and financial information about Dollarama Group L.P./ Dollorama Corporation that is not included or delivered with this prospectus. This information is available without charge to security holders upon written or oral request.

Any requests for business and financial information incorporated but not included in this prospectus should be sent to Dollarama Group L.P./Dollarama Corporation, 5430 Ferrier, Montreal, Québec, H4P 1M2, Attn: Chief Financial Officer. To obtain timely delivery, holders of outstanding notes must request the information no later than five business days before , 2006, the date they must make their investment decision.

This prospectus contains summaries of the terms of several material documents. We will make copies of these documents available to you at your request. This exchange offer is not being made to, and we will not accept surrenders for exchange from, holders of the outstanding notes in any jurisdiction in which the exchange offer or its acceptance would not comply with the securities or blue sky laws of that jurisdiction.

All resales must be made in compliance with state securities or blue sky laws. Compliance with these laws may require that the exchange notes be registered or qualified in a state or that the resales be made by or through a licensed broker-dealer, unless exemptions from these requirements are available. We assume no responsibility for compliance with these requirements. This prospectus and the accompanying letter of transmittal contain important information. You should read this prospectus and the letter of transmittal carefully before deciding whether to tender your outstanding notes.

The notes are not being offered for sale and may not be offered or sold directly or indirectly in Canada except in accordance with applicable securities laws of the provinces and territories of Canada. We are not required, and do not intend, to qualify by prospectus in Canada the notes, and accordingly, the notes will be subject to restrictions on resale in Canada.

The following summary highlights selected information about us and this offer to exchange. It likely does not contain all the information that is important to you. You should read the entire prospectus, including the “Risk Factors” section, the financial statements and the accompanying notes thereto, before making an investment decision.

As used in this prospectus, unless otherwise noted or required by the context, references to “we,” “us,” and “our” refer to (1) Dollarama Group L.P. and its consolidated subsidiaries, including Dollarama Corporation, for the periods subsequent to November 18, 2004, the date the Acquisition (described below) was consummated or (2) the combined businesses of S. Rossy Inc. and Dollar A.M.A. Inc. (which has since changed its name to 3339408 Canada Inc.) for the periods prior to November 18, 2004. In addition, when the context so requires, we use the term “predecessor” to refer to the historical combined operations of S. Rossy Inc. and Dollar A.M.A. Inc. prior to the Acquisition and the term “successor” to refer to our historical operations following the Acquisition.

As used in this prospectus, unless otherwise noted or required by the context, references to “Bain Capital Partners,” and “our sponsor” refer to our financial sponsor, Bain Capital Partners.

Unless otherwise noted, we present our financial information in Canadian dollars. References to “fiscal year” refer to the results of operations for the 12-month period ending January 31 of the applicable year. The term “EBITDA” has the meaning set forth under “Selected Historical Combined and Consolidated Financial Data.”

We are the leading operator of dollar discount stores in Canada. Currently, we operate over 400 Dollarama stores, each offering a broad assortment of quality everyday merchandise sold in individual or multiple units primarily at a fixed price of $1.00. All of our stores are company-operated, and nearly all are located in high-traffic areas such as strip malls and shopping centers in various locations, including metropolitan areas, mid-sized cities, and small towns. For the fiscal year ended January 31, 2006, we generated sales of $743.3 million.

We believe that our leadership position in the Canadian dollar store market is attributable to a number of operational advantages that distinguish us from other Canadian dollar store chains. These advantages include the number and concentration of our stores in our key markets, our larger store format, our strong, long-standing supplier network, the volume of goods we source from low-cost foreign vendors, the breadth and quality of our merchandise offerings, and our in-house product development expertise. Our stores provide exceptional value to a broad range of consumers by offering goods for everyday use, including housewares, groceries, toys, health and beauty aids, giftware and greeting cards, pet supplies, crafts, stationery supplies, and other consumer items, as well as a wide variety of seasonal goods. We offer a mix of both private label and nationally branded merchandise that we believe is associated with good value and contributes to a consistent shopping experience designed to generate consumer loyalty.

In 1992, our management team led by Mr. Larry Rossy, the grandson of our founder who established our company in 1910 as a single variety store in Québec, introduced a number of initiatives that dramatically altered our strategic focus. These included adopting the “dollar store” concept, aggressively pursuing our store network expansion strategy in Canada, and implementing a direct import program to diversify our product offering and lower our costs. As a result of this strategic shift, our store network has grown at a compound annual growth rate, or CAGR, of approximately 17% over the last 14 years, expanding from 44 stores as of January 31, 1992 to 398 stores as of January 31, 2006, and our sales have grown at a CAGR of approximately 27% over the same period.

On November 18, 2004, Dollarama Capital Corporation, an entity formed by funds managed by Bain Capital Partners, LLC, caused our wholly-owned subsidiary, Dollarama L.P., to purchase substantially all of the assets of S. Rossy Inc. and Dollar A.M.A. Inc. relating to the Dollarama business for a total purchase price of $1,032.5 million. We sometimes refer to Dollarama Capital Corporation as our parent and S. Rossy Inc. and Dollar A.M.A. Inc. as the sellers in this prospectus. The total purchase price at closing consisted of approximately $939.1 million of cash, $81.0 million of equity securities of our parent issued to the sellers and a balance of sale of approximately $12.4 million bearing interest at Canadian prime rate. The cash portion of the purchase price and the transaction expenses were financed primarily by (i) a cash investment by funds managed by Bain Capital Partners in our parent of approximately $374.0 million (consisting of approximately $124.7 million of equity securities of our parent and approximately $50.0 million of senior subordinated notes and $199.3 million of junior subordinated notes issued by our parent), (ii) the borrowing by us of an aggregate $120.0 million in term loan A borrowings and U.S.$201.3 million ($240.0 million based on the exchange rate on the closing date of the Acquisition) in term loan B borrowings under a senior secured credit facility, and (iii) the borrowing by us of an aggregate $240.0 million in senior subordinated loans under a senior subordinated bridge loan facility. The rollover equity investment made by the sellers and the cash investment made by the funds managed by Bain Capital Partners in our parent were contributed to us as equity in connection with the asset purchase. We refer to the asset purchase and related financing transactions, including the payment of all related fees and expenses, collectively as the Acquisition in this prospectus.

On August 12, 2005, Dollarama Group L.P. and Dollarama Corporation issued U.S.$200.0 million aggregate principal amount of 8.875% Senior Subordinated Notes due 2012. The notes bear interest at the rate of 8.875% per year. Interest on the notes is payable on February 15 and August 15 of each year, beginning on February 15, 2006. The notes will mature on August 15, 2012.

The gross proceeds from the sale of the notes was U.S.$200.0 million (approximately $227.8 million based on the exchange rate on January 31, 2006). This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated August 12, 2005, by and among us and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for the exchange notes, we will receive outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization. See “Use of Proceeds.”

We refer to this transaction as the Refinancing, and to the Acquisition and the Refinancing together as the Transactions. For more information on the Transactions, see “The Transactions.”

The following is a brief summary of the material terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the exchange offer, see “The Exchange Offer.”

The following is a brief summary of the material terms of the exchange notes. We refer to the exchange notes and the outstanding notes together as the “notes.” For a more complete description of the terms of the exchange notes, see “Description of Notes.”

The following table presents summary historical combined and consolidated financial and operating data and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus. The summary historical financial data for the year ended January 31, 2004 and for the period from February 1, 2004 to November 17, 2004 are derived from the audited combined financial statements of our predecessor, which are included elsewhere in this prospectus. The historical consolidated financial data for the period from November 18, 2004 to January 31, 2005 and for the fiscal year ended January 31, 2006 are derived from our audited consolidated financial statements, which are included elsewhere in this prospectus.

We completed the Acquisition as of November 18, 2004. The summary historical financial data presented in the following table for the periods prior to November 18, 2004 represent the combined operations of our predecessor, S. Rossy Inc. and Dollar A.M.A. Inc., prior to the completion of the Acquisition. Our historical financial data presented herein for the periods following the Acquisition reflect the application of purchase accounting rules that required us to allocate the total cost of the Acquisition to the assets acquired and the liabilities assumed on the basis of their estimated fair values as of the closing of the Acquisition. As a result, our predecessor’s combined financial statements and our consolidated financial statements are not comparable. In the summary historical combined and consolidated financial data presented in the following table, we combine the period from February 1, 2004 to November 17, 2004 and the period from November 18, 2004 to January 31, 2005 into one combined twelve month ended January 31, 2005 to aid the understanding of financial information.

Our predecessor’s combined financial statements and our consolidated financial statements were prepared in accordance with Canadian GAAP, which differs in certain significant respects from U.S. GAAP. The material differences are described in note 21 to the audited combined financial statements of our predecessor for the period from February 1, 2004 to November 17, 2004 and for the year ended January 31, 2004 included elsewhere in this prospectus. There are no material differences between U.S. GAAP and Canadian GAAP in our consolidated financial statements for the period from November 18, 2004 to January 31, 2005 and for the year ended January 31, 2006.

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our financial condition and cash flow. Any of the following risks could materially and adversely affect our financial condition or results of operations. In such case, you may lose all or part of your original investment.

Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the notes.

We are highly leveraged. As of January 31, 2006, we had total net debt (long-term debt less cash and cash equivalents and the fair value of our foreign currency and interest rate swap agreements) of $620.0 million. Our high degree of leverage could have important consequences to us and you, including the following:

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, and other factors beyond our control, including fluctuations in interest rates, increased operating costs, and trends in our industry. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In such circumstances, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit facility and the indenture governing the notes will restrict our ability to dispose of assets and restrict the use of the proceeds from asset dispositions. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

Despite current indebtedness levels, we may still be able to incur substantially more debt, which could further exacerbate the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although our senior secured credit facility and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and under certain circumstances, indebtedness incurred in compliance with such restrictions could be substantial. The revolving credit facility that is part of our senior secured credit facility provides commitments of up to $75.0 million. In addition, we may, under certain circumstances and subject to receipt of additional commitments from existing lenders or other eligible institutions, request additional term loan tranches or increases to the revolving loan commitments by an aggregate amount of up to $150.0 million (or the U.S. dollar equivalent thereof). If new debt is added to our current debt levels, the related risks that we now face could intensify.

Your right to receive payments on the notes is junior to our existing and future senior indebtedness.

The notes and the guarantees rank junior in right of payment to all of our and the guarantors’ existing and future senior indebtedness. As of January 31, 2006, we had approximately $392.0 million of outstanding senior indebtedness, and our revolving credit facility provided for additional commitments of up to $75.0 million. Also, we may, under certain circumstances and subject to receipt of additional commitments from existing lenders or other eligible institutions, request additional term loan tranches or increases to the revolving loan commitments by an aggregate amount of up to $150.0 million (or the U.S. dollar equivalent thereof), all of which would be senior indebtedness when drawn.

We and the guarantors may not pay principal, premium, if any, or interest on the notes or the guarantees in the event of a payment default in respect of certain senior indebtedness, including debt under our senior secured credit facility, unless such default has been cured or waived or such senior indebtedness has been paid in full in cash. In addition, in the event of certain other defaults with respect to certain senior indebtedness, we or the guarantors may not be permitted to pay any amount on account of the notes or the guarantees for a designated period of time.

Because of the subordination provisions in the notes and the guarantees, in the event of a bankruptcy, liquidation, dissolution, winding up, distribution of assets, or reorganization or similar proceeding relating to us or the guarantors, holders of notes will participate with all other holders of unsecured senior subordinated indebtedness in the assets remaining after we have paid all of our senior indebtedness. We cannot assure you that sufficient assets will remain after all these payments have been made on our senior indebtedness to make any payment on the notes or the applicable guarantees, including payments of principal, premium, if any, or interest. See “Description of Notes.”

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our senior indebtedness, including a default under our senior secured credit facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could render us unable to pay principal, premium, if any, and interest on the notes and result in a substantial decrease in the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our senior indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our senior indebtedness (including covenants in our senior secured credit facility), we could be in default under the terms of the agreements governing such senior indebtedness, including our senior secured credit facility. In the event of such default, the holders of such senior indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facility could elect to terminate their

commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facility to avoid being in default. If we breach our covenants under our senior secured credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See “Description of Senior Secured Credit Facility” and “Description of Notes.”

Our obligations under the notes, and the obligations of our guarantors under their respective related guarantees, are unsecured. As a result, the notes will be effectively subordinated to all of our secured debt, and the guarantees will be effectively subordinated to all of our guarantors’ secured debt to the extent of the collateral securing that debt. As of January 31, 2006, we had approximately $392.0 million of secured debt outstanding, all of which represents our obligations under our senior secured credit facility. In addition, the indenture governing the notes will permit the incurrence of additional indebtedness by us and our restricted subsidiaries in the future, including secured indebtedness.

Our obligations under our senior secured credit facility are secured by substantially all of our and our subsidiaries’ assets, including a pledge of all of our equity securities and the equity securities of each of our subsidiaries. See “Description of Senior Secured Credit Facility.” In the event that we are not able to repay amounts due under our senior secured credit facility, the lenders could proceed against the collateral securing that indebtedness. In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under our senior secured credit facility before any proceeds would be available to make payments on the notes. If there is a default, the value of this collateral may not be sufficient to repay both the lenders under our senior secured credit facility and the holders of the notes.

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes.

Dollarama Group L.P. is a holding company and derives virtually all of its operating income from its subsidiaries. Moreover, Dollarama Corporation, a co-issuer of the notes, is a wholly-owned subsidiary of Dollarama Group L.P., with limited operations and only nominal assets from which to make payments on the notes. As a result, the co-issuers are dependent on the earnings and cash flow of their subsidiaries to meet their obligations with respect to the notes. We cannot assure you that our subsidiaries will be able to, or will be permitted to, pay to us the amounts necessary to service the notes. Provisions of law, such as those requiring that dividends be paid only out of surplus, will also limit the ability of our subsidiaries to make distributions, loans or other payments to us.

The indenture governing the notes and our other debt instruments will impose significant operating restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions that may be in our interest.

The indenture governing the notes will contain various covenants that limit our ability to engage in specified types of transactions. These covenants will limit our ability to, among other things:

In addition, our senior secured credit facility contains a number of restrictive covenants and requires us to comply with certain financial covenants, including the maintenance of specified financial ratios. See “Description of Senior Secured Credit Facility.” Our ability to meet those financial tests can be affected by events beyond our control, and we may not be able to meet those tests. A failure by us to comply with any of these covenants could result in an event of default under our senior secured credit facility which could, in turn, result in an event of default under the indenture governing the notes.

Upon the occurrence of a change of control, as defined in the indenture governing the notes, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount. We may not be able to repurchase the notes upon a change of control because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our senior indebtedness from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase your notes unless we are able to refinance or obtain waivers under our senior secured credit facility. Our failure to make a change of control offer and subsequently repurchase the notes tendered upon a change of control would cause a default under the indenture which would, in turn, constitute an event of default under the senior secured credit facility. Our senior secured credit facility also provides that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions. See “Description of Notes—Repurchase at the Option of Holders Upon a Change of Control.”

Because several of our directors and officers reside in Canada, you may not be able to effect service of process upon them or us, or enforce civil liabilities against them or us, under the U.S. federal securities laws.

Dollarama Group L.P. is a limited partnership formed under the laws of Québec, Canada, and Dollarama Corporation is a corporation formed under the laws of New Brunswick, Canada. Some of our directors, controlling persons, and officers and some of the experts named in this prospectus are residents of Canada or other jurisdictions outside of the United States and all or a substantial portion of our assets and their assets are located outside of the United States. As a result, it may be difficult for holders of notes to effect service of process upon us or such persons within the United States or to enforce against us or them in the United States judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. In addition, we have been advised by our Canadian counsel that there is doubt as to the enforceability in Canada of liabilities predicated solely upon U.S. federal securities law against us, our directors and officers, and the experts named in this prospectus who are not residents of the United States, by a court in original actions or in actions for enforcements of judgments of U.S. courts. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results Of Operations—Enforceability of Civil Liabilities Against Foreign Persons.”

You may have difficulty enforcing U.S. bankruptcy laws and your rights as a creditor may be limited under the bankruptcy laws of Canada or other jurisdictions.

We and our subsidiaries are incorporated or formed under the laws of Canada or a province thereof, as applicable, and all of our principal operating assets are located outside the United States. Under bankruptcy laws

in the United States, courts have jurisdiction over a debtor’s property wherever it is located, including property situated in other countries. However, courts outside of the United States may not recognize the U.S. bankruptcy court’s jurisdiction. Accordingly, you may have difficulty administering a U.S. bankruptcy case involving us, because all of our property is located outside of the United States. Any orders or judgments of a bankruptcy court in the United States may not be enforceable against us with respect to our property located outside the United States. Similar difficulties may arise in administering bankruptcy cases in foreign jurisdictions.

The rights of the trustee to enforce remedies under the indenture governing the notes may be significantly impaired if we seek the benefit of the restructuring provisions of applicable Canadian federal bankruptcy, insolvency, and other restructuring legislation. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada) contain provisions enabling an “insolvent person” to obtain a stay of proceedings against its creditors and others and to prepare and file a proposal or plan of compromise or arrangement for consideration by all or some of its creditors to be voted on by the various classes of its creditors. This means that the insolvent debtor may be allowed to retain possession and administration of its property, even though it may be in default under the applicable debt instrument, while the proceedings are pending. Moreover, the restructuring plan or proposal, if accepted by the requisite majorities of creditors and if approved by the court, may compromise the rights of some or all of the creditors.

The powers of the courts under the Bankruptcy and Insolvency Act (Canada) and particularly under the Companies’ Creditors Arrangement Act (Canada) have been exercised broadly to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether payments under the notes would be made following commencement of or during such a proceeding, whether or when the trustee could exercise its rights under the indenture governing the notes, whether your claims could be compromised or extinguished under such a proceeding or whether and to what extent holders of the notes would be compensated for delays in payment, if any, of principal and interest.

Applicable statutes allow courts, under specific circumstances, to void the subsidiary guarantees of the notes.

Our creditors or the creditors of one or more guarantors could challenge the subsidiary guarantees as fraudulent transfers, conveyances, or preferences or on other grounds under applicable U.S. federal or state law, applicable Canadian federal or provincial law, or applicable laws of other relevant jurisdictions and countries. The entering into of the subsidiary guarantees could be found to be a fraudulent transfer, conveyance, or preference and declared void if a court were to determine that:

To the extent a court voids a subsidiary guarantee as a fraudulent transfer, preference, or conveyance or holds it unenforceable for any other reason, holders of notes would cease to have any direct claim against the guarantor that delivered that subsidiary guarantee. If a court were to take this action, the guarantor’s assets would be applied first to satisfy the guarantor’s liabilities, including trade payables, and preferred stock claims, if any, before any return of capital to the co-issuers could be made. We cannot assure you that a guarantor’s remaining assets would be sufficient to satisfy the claims of the holders of notes relating to any voided portions of the subsidiary guarantees.

Certain restrictive covenants contained in the notes will be suspended if the notes reach investment-grade status.

If at any time the notes receive an investment grade credit rating from both Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody’s Investors Service, Inc. or any successor

rating agency to either of the foregoing, and no default or event of default has occurred and is continuing under the indenture governing the notes, most of the restrictive covenants will be suspended. Any corporate actions that we take during the time of any such covenant suspension may affect our ability to make principal or interest payments on the notes. See “Description of Notes.”

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

The exchange notes are a new issue of securities for which there is no established public market, and we do not intend to apply for listing of the notes on any securities exchange or for inclusion in any automated quotation system. The initial purchasers have advised us that they intend to make a market in the notes, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in the notes, and they may discontinue their market-making activities at any time without notice. Therefore, there can be no assurance that an active market for the notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the notes may not be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, and other factors, including general economic conditions and our financial condition, performance and prospects.

As a fixed price retailer, we are particularly vulnerable to future increases in operating and merchandise costs.

Our ability to provide quality merchandise at the $1.00 price point is subject to a number of factors that are beyond our control, including foreign exchange rate fluctuations, increases in rent and occupancy costs, inflation and increases in labor and fuel costs, all of which may reduce our profitability and have an adverse impact on our cash flows. As a fixed price retailer, we generally do not pass on cost increases to our customers by increasing the price of our merchandise. Instead, we attempt to offset a cost increase in one area of our operations by finding cost savings or operating efficiencies in another.

Foreign exchange rate fluctuations, in particular, have a material impact on our operating and merchandise costs. This is because while most of our sales are in Canadian dollars, we have been increasing our purchases of merchandise from low-cost foreign suppliers, principally in China, but also in Denmark, France, Hong Kong, India, Indonesia, Italy, Malaysia, Panama, the Philippines, Taiwan, Turkey and the United States. In fiscal year 2006, this direct sourcing from foreign suppliers accounted for more than 50% of our sales. Our results of operations are particularly sensitive to the fluctuation of the Chinese renminbi against the U.S. dollar and the fluctuation of the U.S. dollar against the Canadian dollar because we purchase a majority of our imported merchandise from suppliers in China using U.S. dollars. For example, if the Chinese renminbi were to appreciate against the U.S. dollar, our cost of merchandise purchased in China would increase, which would have a negative impact on our margins, profitability and cash flows. If the U.S. dollar appreciates against the Canadian dollar at the same time, the negative impact would be further exacerbated.

Labor shortages in the trucking industry and fuel and costs increases or surcharges could also increase our transportation costs. In addition, inflation and adverse economic developments in Canada, where we both buy and sell merchandise, and in China and other parts of Asia, where we buy a large portion of our imported merchandise, can have a negative impact on our margins, profitability and cash flows. If we are unable to predict and respond promptly to these or other similar events that may increase our operating and merchandise costs and our results of operations and cash flows will be adversely affected.

We may not be able to refresh our merchandise as often as we have done so in the past.

We adjust our merchandise mix periodically based on the results of internal analysis as slow-selling items are discontinued and quickly replaced. Our success, therefore, depends in large part upon our ability to continually find and purchase quality merchandise at attractive prices in order to replace underperforming goods. We have no continuing or long-term contracts for the purchase or development of merchandise and must continually seek out buying opportunities from both our existing suppliers and new sources, for which we compete with other discount, convenience and variety merchandisers. Although we believe that we have strong and long-standing relationships with our suppliers, we may not be successful in maintaining a continuing and increasing supply of quality merchandise at attractive prices. If we cannot find or purchase the necessary amount of competitively priced merchandise to replace goods that are outdated or unprofitable, our results of operations and cash flows will be adversely affected.

An increase in the cost or a disruption in the flow of our imported goods may significantly decrease our sales and profits and have an adverse impact on our cash flows.

One of our key business strategies is to source quality merchandise directly from the lowest cost supplier. As a result, we rely heavily on imported goods, principally from China but also from Denmark, France, Hong Kong, India, Indonesia, Italy, Malaysia, Panama, the Philippines, Taiwan, Turkey and the United States. Imported goods are generally less expensive than domestic goods and contribute significantly to our favorable profit margins. Merchandise imported directly from overseas manufacturers and agents accounted for more than 50% of our total sales in fiscal year 2006. We expect direct imports to continue to account for approximately 45% to 55% of our total sales. Our reliance on imported merchandise subjects us to a number of risks, including (a) disruptions in the flow of imported goods due to factors such as raw material shortages, work stoppages, strikes, and political unrest in foreign countries; (b) problems with oceanic shipping, including shipping container shortages; (c) economic crises and international disputes, such as China’s claims to sovereignty over Taiwan; (d) increases in the cost of purchasing or shipping foreign merchandise resulting from a failure of Canada to maintain normal trade relations with China; (e) import duties, import quotas, and other trade sanctions; and (f) increases in shipping rates imposed by the trans-Pacific shipping cartel. If imported merchandise becomes more expensive or unavailable, we may not be able to transition to alternative sources in time to meet our demands. Products from alternative sources may also be of lesser quality and more expensive than those we currently import. A disruption in the flow of our imported merchandise or an increase in the cost of those goods due to these or other factors would significantly decrease our sales and profits and have an adverse impact on our cash flows.

We are dependent upon the smooth functioning of our distribution network and upon the capacity of our distribution centers.

We must constantly replenish depleted inventory through deliveries of merchandise to our distribution centers, and from our distribution centers to our stores by various means of transportation, including shipments by sea, train and truck on the roads and highways of Canada. Long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of service would adversely affect our business. In addition, a fire, flood, or other natural disaster that affects any of our warehousing or distribution centers and results in significant lost inventory or delays in delivery of inventory to stores would have a significant effect on our financial results.

Moreover, we anticipate that we will need additional warehouse and distribution center capacity in the coming years. Our rapid historical and anticipated future growth place significant pressure on this critical function. As of January 31, 2006, and including our new distribution center, we estimate that our warehousing and distribution system had the capacity to support sales ranging from $850 million to $900 million per year. Our sales during fiscal year 2006 were $743.3 million. In fiscal year 2007, we will open a new distribution center allowing us to serve approximately 600 stores. If we are unable to locate sites for the new warehouses and distribution centers or achieve functionality of the new distribution centers on a timely basis, we may not be able to successfully execute our growth strategy.

Construction and expansion projects relating to our warehouses and distribution centers entail risks which could cause delays and cost overruns, such as shortages of materials; shortages of skilled labor; work stoppages; unforeseen construction scheduling, engineering, environmental, or geological problems; weather interference; fires or other casualty losses; and unanticipated cost increases. Therefore, the completion dates and anticipated costs of these projects may differ significantly from our initial expectations. We cannot guarantee that any project will be completed on time or within established budgets.

Our financial performance is sensitive to changes in overall economic conditions that may impact consumer spending.

A general slowdown in the Canadian economy may adversely affect the spending of our customers, which would likely result in lower sales than expected on a quarterly or annual basis. Future economic conditions affecting disposable consumer income, such as employment levels, business conditions, fuel and energy costs, interest rates, and tax rates, would also adversely affect our business by reducing consumer spending or causing consumers to shift their spending to other products.

Historically, our highest sales results have occurred during the fourth quarter, which includes the holiday selling season. During fiscal year 2006, approximately 30.4% of our sales were generated in the fourth quarter. Accordingly, any adverse trend in sales for the fourth quarter could have a material adverse effect upon our stores’ profitability and adversely effect our results of operations for the entire year.

Competition in the retail industry could limit our growth opportunities and reduce our profitability.

We compete in the discount retail merchandise business, which is highly competitive, and we expect competition to increase in the future. This competitive environment subjects us to the risk of reduced profitability resulting from reduced margins required to maintain our competitive position. Our competitors include variety and discount stores such as Buck or Two, Dollar Giant, Dollar Plus Stores, Dollar Store With More, Everything For a Dollar, and Great Canadian Dollar, mass merchandisers such as Wal-Mart, and, to a lesser extent, other fixed price retailers operating in Canada. In addition, we expect that our expansion plans, as well as the expansion plans of other fixed price retailers, will increasingly bring us into direct competition with them. Competition may also increase because there are no significant economic barriers to other companies becoming fixed price retailers or to U.S. fixed price retailers such as Dollar General and Dollar Tree entering the Canadian market. Some of our competitors in the retail industry are much larger and have substantially greater resources than we do, and we remain vulnerable to the marketing power and high level of consumer recognition of major mass merchandisers such as Wal-Mart, and to the risk that these mass merchandisers or others could venture into the “dollar store” industry in a significant way.

Our business is dependent on our ability to obtain competitive pricing and other terms from our suppliers and the timely receipt of inventory.

We believe that we have generally good relations with our suppliers and that we are generally able to obtain competitive pricing and other terms from suppliers. However, we buy products on an order-by-order basis and have no long-term purchase contracts or other assurances of continued product supply or guaranteed product cost. If we fail to maintain good relations with our suppliers, or if our suppliers’ product costs are increased as a result of prolonged or repeated increases in the prices of certain raw materials, we may not be able to obtain attractive pricing, in which case our profit margins may be reduced and our results of operations may be adversely affected. In addition, if we are unable to receive merchandise from our suppliers on a timely basis because of interruptions in production or other reasons that are beyond our control, our business may be adversely affected.

We may be unable to renew our store leases or find other locations or leases on favorable terms.

As of January 31, 2006, we leased all our stores from unaffiliated third parties, except 11 of our stores and three warehousing and distribution facilities leased directly or indirectly from members of the Rossy family. Approximately 5%, 8% and 14% of our store leases with third party lessors will expire in fiscal year 2007, fiscal year 2008, and fiscal year 2009, respectively. Unless the terms of our leases are extended, the properties, together with any improvements that we have made, will revert to the property owners upon expiration of the lease terms. As the terms of our leases expire, we may not be able to renew these leases or find alternative store locations that meet our needs on favorable terms or at all. If we are unable to renew a significant number of our expiring leases or to promptly find alternative store locations that meet our needs, our profitability and cash flows may be materially adversely affected.

If we experience significant disruptions in our information technology systems, our business may be adversely affected.

We depend on our information technology systems for the efficient functioning of our business, including accounting, data storage, purchasing and inventory, and store communications systems. Because much of the software that we use is proprietary and custom written to meet the needs of the department for which it was designed, in the event we experience significant disruptions in our information technology systems, we may not be able to repair or replace our systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of our operations and have a material adverse effect on our results of operations and cash flows.

In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems could be significant. We note that we are in the process of implementing a new enterprise-wide software platform encompassing finance, sales and distribution and materials management. We expect that this enterprise software solution will enable management to better and more efficiently conduct our operations and gather, analyze, and assess information across all business segments and geographic locations. However, we may experience difficulties in implementing this software platform in our business operations, or difficulties in operating our business under this software platform could disrupt our operations, including our ability to timely ship and track product orders, project inventory requirements, manage our supply chain, and otherwise adequately service our customers, which in either case would have an adverse effect on our business.

We may not be able to successfully execute our growth strategy, particularly outside of our core markets of Ontario and Québec, or to achieve the anticipated growth in sales and operating income when we open new stores.

We have experienced substantial growth during the past several years, opening an average of 31 stores per year since fiscal year 2000, and we plan to continue to open new stores at this rate or a faster rate in the near future. Our ability to successfully execute our growth strategy will depend largely on our ability to successfully open and operate new stores, particularly outside of our traditional core markets of Ontario and Québec, which, in turn, will depend on a number of factors, including whether we can:

Many of these factors are beyond our control, and any failure by us to achieve these goals could adversely affect our ability to achieve the anticipated growth in sales and operating income. In addition, assuming that our planned expansion occurs as anticipated, our store base will include a relatively high proportion of stores with relatively short operating histories. Comparable store sales are negatively affected when stores are opened or expanded near existing stores. If our new stores on average fail to achieve results comparable to our existing stores, our planned expansion could produce a decrease in our overall sales per square foot and store-level operating margins.

We are subject to environmental regulations, and compliance with such regulations could require us to make expenditures.

Under various federal, provincial, and local environmental laws and regulations, current or previous owners or occupants of property may become liable for the costs of investigating, removing and monitoring any hazardous substances found on the property. These laws and regulations often impose liability without regard to fault.

Certain of the facilities that we occupy have been in operation for many years and, over such time, we and the prior owners or occupants of such properties may have generated and disposed of materials which are or may be considered hazardous. Accordingly, it is possible that additional environmental liabilities may arise in the future as a result of any generation and disposal of such hazardous materials. Although we have not been notified of, and are not aware of, any current environmental liability, claim, or non-compliance, we could incur costs in the future related to our owned or leased properties in order to comply with, or address any violations under, environmental laws and regulations.

In the ordinary course of our business, we sometimes use, store, handle or dispose of commonplace household products that are classified as hazardous materials under various environmental laws and regulations. We have adopted policies regarding the use, storage, handling and disposal of these products, and we train our employees on how to handle and dispose of them. We cannot assure you that our policies and training will successfully help us avoid potential violations of these environmental laws and regulations in the future.

If we lose the services of our senior executives who possess specialized market knowledge and technical skills, it could reduce our ability to compete, to manage our operations effectively, or to develop new products and services.

Many of our senior executives have extensive experience in our industry and with our business, products, and customers. The loss of some or all of our senior executives could negatively affect our ability to develop and pursue our business strategy. The loss of the technical knowledge and management expertise of any of these key personnel could result in delays in new store openings, loss of customers, and sales and diversion of management resources, which could materially and adversely affect our operating results.

Fluctuations in the value of the Canadian dollar in relation to U.S. dollar may impact our financial condition and results of operations and may affect the comparability of our results between financial periods.

Exchange rate fluctuations could have an adverse effect on our results of operations and ability to service our U.S. dollar-denominated debt. The majority of our debt is in U.S. dollars while the majority of our sales, cost of sales, and operating expenses are in Canadian dollars. Therefore, a downward fluctuation in the exchange rate of the Canadian dollar versus the U.S. dollar would increase the cash needed to service our U.S. dollar-denominated debt. In addition, for the purposes of financial reporting, any change in the value of the Canadian

dollar against the U.S. dollar during a given financial reporting period would result in a foreign currency loss or gain on the translation of U.S. dollar denominated debt into Canadian dollars under GAAP. Consequently, our reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses and may not be comparable from period to period.

We are controlled by funds managed by Bain Capital Partners, and their interest as equity holders may conflict with yours as a creditor.

We are controlled by funds managed by Bain Capital Partners, which have the ability to control our policies and operations. The interests of funds managed by Bain Capital Partners may not in all cases be aligned with your interests as a holder of the notes. In addition, Bain Capital Partners may have an interest in pursuing acquisitions, divestitures and other transactions that, in the judgment of its management, could enhance its equity investment, even though such transactions might involve risks to you as a holder of the notes.

We may not be able to protect our trademarks and other proprietary rights.

We believe that our trademarks and other proprietary rights are important to our success and our competitive position. Accordingly, we protect our trademarks and proprietary rights. However, the actions taken by us may be inadequate to prevent imitation of our products and concepts by others or to prevent others from claiming violations of their trademarks and proprietary rights by us. In addition, our intellectual property rights may not have the value that we believe they have. If we are unsuccessful in protecting our intellectual property rights, or if another party prevails in litigation against us relating to our intellectual property rights, we may incur significant costs and may be required to change certain aspects of our operations.

Unless we indicate otherwise, our consolidated financial statements, as well as the combined financial statements of our predecessor, S. Rossy Inc. and Dollar A.M.A. Inc., included in this prospectus have been prepared in accordance with Canadian generally accepted accounting principles, or Canadian GAAP. Canadian GAAP differs in certain significant respects from U.S. GAAP, and thus our financial statements and our predecessor’s financial statements may not be comparable to the financial statements of U.S. companies. The material differences between Canadian GAAP and U.S. GAAP as they apply to these financial statements are summarized in note 21 to the audited combined financial statements of our predecessor for the period from February 1, 2004 to November 17, 2004 and for the year ended January 31, 2004 included elsewhere in this prospectus. There are no material differences between U.S. GAAP and Canadian GAAP in our consolidated financial statements for the period from November 18, 2004 to January 31, 2005 and the year ended January 31, 2006.

We present our financial information in Canadian dollars. In this prospectus, except where we indicate otherwise, all references to “U.S.$” refer to U.S. dollars and all references to “$” refer to Canadian dollars. This prospectus contains a translation of some Canadian dollar amounts into U.S. dollars at specified exchange rates solely for your convenience. See “Exchange Rate Data” for information about the rates of exchange between Canadian dollars and U.S. dollars for the past five fiscal years.

The following table sets forth, for each period indicated, the low and high exchange rates for $1.00 expressed in U.S. dollars, the exchange rate at the end of each period and the average of these exchange rates on the last day of each month within each period, in each case, based upon the noon buying rate in New York City for cable transfers in foreign currencies for customs purposes by the U.S. Federal Reserve Bank of New York. These rates are presented for informational purposes and are not the same as the rates that are used for purposes of translating U.S. dollars into Canadian dollars in our and our predecessor’s financial statements included in this prospectus.

CANADA HAS NO SYSTEM OF EXCHANGE CONTROLS. THERE ARE NO CANADIAN EXCHANGE RESTRICTIONS ON THE REPATRIATION OF CAPITAL OR EARNINGS OF A CANADIAN COMPANY TO NON-RESIDENT INVESTORS. THERE ARE NO EXCHANGE RESTRICTIONS AFFECTING THE REMITTANCE OF INTEREST OR SIMILAR PAYMENTS TO NON-RESIDENT HOLDERS OF OUR SECURITIES EXCEPT AS DESCRIBED UNDER “CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA.”

We have obtained the market and industry data presented in this prospectus from a combination of internal company surveys, third party information, and the estimates of our management. We know of no third party source that reports the Canadian dollar store market and industry data. As such, all Canadian dollar store market and industry data presented in this prospectus is based on internally generated management estimates, including estimates based on extrapolations from third-party surveys of the U.S. dollar store market. While we believe our internal surveys, third party information, and estimates of our management are reliable, we have not verified them, nor have they been verified by any independent sources.

While we are not aware of any misstatements regarding the market and industry data presented in this prospectus, such data involves risks and uncertainties and are subject to change based on various factors, including those factors discussed under the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections.

This prospectus contains “forward-looking statements.” Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of conditional words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “plan,” “seek,” or “continue” or the negative thereof or other similar words. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public.

Forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many uncertainties and risks, many of which are outside of our control. Such factors could cause our actual results and experience to differ materially from those we thought would occur.

You should also understand that it is not possible to predict or identify all of the uncertainties and risks that could affect future events. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

The foregoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Any forward-looking statements which we make in this prospectus speak only as of the date of such statement, and except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

You should review carefully the “Risk Factors” section in this prospectus to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

Concurrently with the sale of the outstanding notes on August 12, 2005, we entered into a registration rights agreement with the initial purchasers of the outstanding notes, which requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must use our reasonable best efforts to cause the registration statement to be declared effective not later than 120 days after the filing date of the registration statement and to consummate the exchange offer not later than 40 days after the effective date of the registration statement to cover resales of the notes and guarantees under certain circumstances.

Except as described below, upon the completion of the exchange offer, pursuant to this prospectus our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Following the completion of the exchange offer, holders of outstanding notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the outstanding notes will continue to be subject to certain restrictions on transfer.

In order to participate in the exchange offer, a holder must represent to us, among other things, that:

Under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

Based on an interpretation by the SEC’s staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange note. See “Plan of Distribution.” Broker-dealers who acquired outstanding notes directly from us and not as a result of market making activities or other trading activities may not rely on the staff’s interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on , 2006, or such date and time to which we extend the offer. We will issue U.S.$1,000 in principal amount of exchange notes in exchange for each U.S.$1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of U.S.$1,000 in principal amount.

The exchange notes will evidence the same debt as the outstanding notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the outstanding notes.

As of the date of this prospectus, U.S.$200.0 million in aggregate principal amount of outstanding notes were outstanding, and there was one registered holder, a nominee of the Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the outstanding notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to U.S. Bank, National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading “—Conditions to the Exchange Offer” or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder of those outstanding notes as promptly as practicable after the expiration date unless the exchange offer is extended.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See “—Fees and Expenses.”

The expiration date shall be 5:00 p.m., New York City time, on , 2006, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which

the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time. We reserve the right, in our sole discretion:

In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. Except as set forth under “—Book-Entry Transfer,” to tender in the exchange offer a holder must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

To be tendered effectively, the letter of transmittal and the required documents must be received by the exchange agent at the address set forth under “—Exchange Agent” prior to the expiration date.

Your tender, if not withdrawn prior to 5:00 p.m., New York City time, on the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. If the beneficial owner wishes to tender on its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner’s outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act unless outstanding notes tendered pursuant thereto are tendered:

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in the letter of transmittal, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder’s name appears on the outstanding notes.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

In addition, we reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under “—Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer

facility according to the book-entry transfer procedures described below, those non-exchanged outstanding notes will be credited to an account maintained with that book-entry transfer facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where those outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See “Plan of Distribution.”

The exchange agent will make a request to establish an account with respect to the outstanding notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of outstanding notes being tendered by causing the book-entry transfer facility to transfer such outstanding notes into the exchange agent’s account at the book-entry transfer facility in accordance with that book-entry transfer facility’s procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under “—Exchange Agent” on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

The Depository Trust Company’s Automated Tender Offer Program is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through the Automated Tender Offer Program, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company’s communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender outstanding notes through the Automated Tender Offer Program, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

If a registered holder of the outstanding notes desires to tender outstanding notes and the outstanding notes are not immediately available, or time will not permit that holder’s outstanding notes or other required documents to reach the exchange agent prior to 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of outstanding notes to be effective, a written or, for The Depository Trust Company participants, electronic Automated Tender Offer Program transmission, notice of withdrawal, must be received by the exchange agent at its address set forth under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange, but which are not exchanged for any reason, will be returned to the holder of those outstanding notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures under “—Procedures for Tendering” at any time on or prior to the expiration date.

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer if at any time before the acceptance of those outstanding notes for exchange or the exchange of the exchange notes for those outstanding notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Holders of outstanding notes who do not exchange their outstanding notes for exchange notes in the exchange offer will remain subject to the restrictions on transfer of such outstanding notes:

All executed letters of transmittal should be directed to the exchange agent. U.S. Bank, National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those outstanding notes.

On October 21, 2004, Dollarama Capital Corporation, an entity formed by funds managed by Bain Capital Partners, entered into an asset purchase agreement pursuant to which it agreed to purchase substantially all of the assets of S. Rossy Inc. and Dollar A.M.A. Inc. relating to the Dollarama business. Dollarama Capital Corporation owns all of the outstanding shares of the general partner of Dollarama Holdings L.P. and, together with such general partner, owns all of the partnership units of Dollarama Holdings L.P., which in turn owns all of the outstanding shares of our general partner and, together with such general partner, owns all of our partnership units. Prior to the closing of the Acquisition, Dollarama Capital Corporation assigned its right to purchase the assets under the asset purchase agreement to Dollarama L.P. (a subsidiary of Dollarama Group L.P.), which acquired the assets of the sellers at the closing. The assets purchased included the assets of Aris Import Inc., the distributor used by the sellers for imports from overseas, that the sellers acquired immediately prior to the closing of the Acquisition. Immediately following the closing, certain of the assets relating to stores in the province of Prince Edward Island were transferred by Dollarama L.P. to Dollarama Corporation, a wholly-owned subsidiary of Dollarama Group L.P. and the other co-issuer of the notes.

The Acquisition was completed on November 18, 2004, and the total purchase price paid to the sellers was approximately $1,032.5 million. The total purchase price at closing consisted of approximately $939.1 million of cash, $81.0 million of equity securities of Dollarama Capital Corporation and a balance of sale of approximately $12.4 million bearing interest at Canadian prime rate. The cash portion of the purchase price and the transaction expenses were financed primarily by (i) a cash investment by funds managed by Bain Capital Partners in Dollarama Capital Corporation of approximately $374.0 million (consisting of approximately $124.7 million of equity securities of our parent and approximately $50.0 million of senior subordinated notes and $199.3 million of junior subordinated notes issued by our parent), (ii) the borrowing by us of an aggregate $120.0 million in term loan A borrowings and U.S.$201.3 million ($240.0 million based on the exchange rate on the closing date of the Acquisition) in term loan B borrowings under a senior secured credit facility, and (iii) the borrowing by us of an aggregate $240.0 million in senior subordinated loans under a senior subordinated bridge loan facility. The rollover equity investment of $81.0 million made by the sellers and the cash investment of $374.0 million made by the funds managed by Bain Capital Partners in our parent were contributed to us as equity in connection with the asset purchase.

The gross proceeds from the sale of the notes offered on August 12, 2005 was U.S.$200.0 million (approximately $227.8 million based on the exchange rate on January 31, 2006). The net proceeds from that offering, together with additional term loan B borrowings of U.S.$45.0 million (approximately $51.0 million based on the exchange rate on January 31, 2006) pursuant to an amendment of our senior secured credit facility, and borrowings under our revolving credit facility have been used to:

The chart below summarizes our ownership and corporate structure following the consummation of the Refinancing:

This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated August 12, 2005, by and among us and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for the exchange notes, we will receive outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

The following table sets forth our cash and cash equivalents and capitalization as of January 31, 2006. The information in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and accompanying notes thereto appearing elsewhere in this prospectus.

The following unaudited pro forma condensed consolidated statement of earnings has been derived by the application of pro forma adjustments to our historical statements of earnings. The unaudited pro forma condensed consolidated statement of earnings for the fiscal year 2006 gives effect to the Refinancing as if such event occurred on February 1, 2005. The unaudited pro forma condensed consolidated statement of earnings is for comparative purposes only and does not purport to represent what our results of operations would actually have been had the Refinancing in fact occurred on the assumed date or to project our results of operations for any future period.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma condensed consolidated statement of earnings.

You should read our unaudited pro forma condensed consolidated statement of earnings and the related notes thereto in conjunction with our historical consolidated financial statements and related notes thereto and other information in “Capitalization,” “Selected Historical Combined and Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have not presented a pro forma balance sheet as the January 31, 2006 balance sheet reflects the Refinancing.

See accompanying notes to unaudited pro forma condensed consolidated statements of earnings.

The following table presents selected historical combined and consolidated financial and operating data and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus. The selected historical financial data for the year ended January 31, 2004 and for the period from February 1, 2004 to November 17, 2004 are derived from the audited combined financial statements of our predecessor, which are included elsewhere in this prospectus. The selected historical financial data for the years ended January 31, 2002 and January 31, 2003 are derived from the audited combined financial statements of our predecessor, which are not included in this prospectus. The historical consolidated financial data for the period from November 18, 2004 to January 31, 2005 and for the year ended January 31, 2006 are derived from our audited consolidated financial statements, which are included elsewhere in this prospectus.

We completed the Acquisition as of November 18, 2004. The selected historical financial data presented in the following table for the periods prior to November 18, 2004 represent the combined operations of our predecessor, S. Rossy Inc. and Dollar A.M.A. Inc., prior to the completion of the Acquisition. Our historical financial data presented herein for the periods following the Acquisition reflect the application of purchase accounting rules which required us to allocate the total cost of the Acquisition to the assets acquired and the liabilities assumed on the basis of their estimated fair values as of the closing of the Acquisition. As a result, our predecessor’s combined financial statements and our consolidated financial statements are not comparable.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Historical Financial Combined and Consolidated Data,” as well as each of consolidated financial statements and notes included elsewhere in this prospectus. As used in this prospectus, references to “we,” “us” and “our” refer to Dollarama Group L.P. and Dollarama Corporation.

Our functional and reporting currency is the Canadian dollar. Financial data has been prepared in conformity with Generally Accepted Accounting Principles (“GAAP”) in Canada. However, certain measures used in this discussion and analysis do not have any standardized meaning under Canadian GAAP. When used, these measures are defined in such terms as to allow the reconciliation to the closest Canadian GAAP measure. It is unlikely that these measures could be compared to similar measures presented by other companies.

Except for historical information contained herein, the statements in this document are forward-looking. Forward-looking statements involve known and unknown risks and uncertainties, including those that are described elsewhere in this prospectus. Such risks and uncertainties may cause actual results in future periods to differ materially from forecasted results. Those risks include, among others, changes in customer demand for products, changes in raw material and equipment costs and availability, seasonal changes in customer demand, pricing actions by competitors and general changes in economic conditions.

We completed the Acquisition as of November 18, 2004. The following discussion and analysis covers periods both prior and subsequent to the Acquisition. The historical financial data discussed herein for the periods prior to November 18, 2004 represent the combined operations of our predecessor, S. Rossy Inc. and Dollar A.M.A. Inc., prior to the completion of the Acquisition. Our historical financial data discussed herein for the periods following the Acquisition reflect the application of purchase accounting rules which required us to allocate the total cost of the acquisition to the assets acquired and the liabilities assumed on the basis of their estimated fair values as of the closing of the Acquisition. As a result, our predecessor’s combined financial statements and our consolidated financial statements are not comparable.

In order to aid the understanding of financial information, our predecessor’s statement of operations data for the period from February 1, 2004 to November 17, 2004 has been added to our statement of operations data for the period from November 18, 2004 to January 31, 2005 to arrive at a combined twelve-month period ended January 31, 2005, which we refer to as “combined twelve months ended January 31, 2005”. Our predecessor’s combined financial statements and our consolidated financial statements were prepared in accordance with Canadian GAAP, which differs in certain significant respects from U.S. GAAP. The material differences are described in note 20 to the audited combined financial statements of our predecessor for the year ended January 31, 2004 (note 21 to the financial statements for the period from February 1, 2004 to November 17, 2004) included elsewhere in this prospectus. However, there are no material differences between U.S. GAAP and Canadian GAAP in our consolidated financial statements for the period from November 18, 2004 to January 31, 2005 and for the fiscal year ended January 31, 2006.

We are the leading operator of dollar discount stores in Canada with our core markets being Ontario and Québec. As of January 31, 2006, we operated 398 Dollarama stores, including 334 stores located in Ontario and Québec. Our stores offer a varied mix consisting of both consumables and semi-durables, which are sold mainly in individual or multiple units primarily at a price of $1.00. We have a well diversified supply base, sourcing our

merchandise from both domestic and foreign suppliers. All of our stores are company-operated, and nearly all are located in high-traffic areas such as strip malls and shopping centers in metropolitan areas, mid-sized cities, or small towns.

Our strategy is to grow our sales, net earnings and cash flow by building upon our position as the leading Canadian operator of dollar stores and continuing to offer a compelling value proposition on a wide variety of everyday merchandise to a broad base of shoppers. As a result, we continually strive to maintain and improve the efficiency of our operations.

We recognize sales at the time the sales are made to the customer. All sales are final. Our sales consist of comparable store sales and new store sales. Comparable store sales is a measure of the percentage increase or decrease of the sales of stores open for at least 13 complete months relative to the same period in the prior year. To provide more meaningful results, we measure comparable store sales over periods containing an integral number of weeks beginning on a Monday and ending on a Sunday that best approximate the fiscal period to be analyzed. We include sales from relocated stores and expanded stores in comparable store sales. The primary drivers of comparable store sales performance are store expansions and relocations, changes in store traffic, and the average number of items purchased by customers per visit. To increase comparable store sales, we focus on expanding our stores and offering a wide selection of merchandise that offer high quality and good value at attractive and well-maintained updated store formats, in convenient locations.

We have historically experienced seasonal fluctuations in our sales and expect this trend to continue. We generated 30.4% of our sales in fiscal year ended January 31, 2006 during the fourth quarter due to the Christmas season. In anticipation of increased sales activity during the fourth quarter, we typically purchase substantial amounts of inventory and hire a significant number of temporary employees to supplement our permanent store and warehouse staffs.

Our sales are adversely affected by inflation and other adverse economic developments that affect the level of consumer spending in Canada where we sell our merchandise.

Our cost of sales consists of merchandise inventories (which are variable and proportional to our sales volume), and procurement and warehousing costs (including occupancy and labor costs) and store rent and occupancy costs, which are predominantly fixed costs. We record vendor rebates consisting of volume purchase rebates, when earned. The rebates are recorded as a reduction of inventory purchases at cost, which has the effect of reducing cost of sales. As a fixed price retailer, increases in operating and merchandise costs could negatively impact our operating results because we generally do not pass on cost increases to our customers. We have the ability to redesign many of our direct sourced products to mitigate the impact of increasing unit costs.

We have historically reduced our cost of sales by shifting more of our sourcing to low-cost foreign suppliers. For the fiscal year ended January 31, 2006, this direct sourcing accounted for in excess of 50% of our sales, while it accounted for more than 45% of our sales for the combined twelve months ended January 31, 2005 and fiscal year ended January 31, 2004. We purchase merchandise from foreign suppliers in China, Denmark, France, Hong Kong, India, Indonesia, Italy, Malaysia, Panama, the Philippines, Taiwan, Turkey and the United States. As a result, our cost of sales is impacted by the fluctuation of foreign currencies against the Canadian dollar. In particular, we purchase a majority of our imported merchandise from suppliers in China using U.S. dollars. Therefore, our cost of sales is impacted by the fluctuation of the Chinese renminbi against the U.S. dollar and the fluctuation of the U.S. dollar against the Canadian dollar. While we have entered into forward contracts to hedge our exposure to fluctuations in the value of the U.S. dollar against the Canadian dollar, we do not hedge our exposure to fluctuations in the value of the Chinese renminbi against the U.S. dollar.

Our occupancy costs are driven by our base rent expense. We believe that we are generally able to negotiate leases at market, or slightly favorable to market, economic terms due to the increased consumer traffic our stores usually generate in the strip malls and shopping centers. We typically enter into leases with terms of between five and ten years with options to renew for one or more periods of five years each.

Shipping and transportation costs are also a significant component of our cost of sales. When fuel costs increase, shipping and transportation costs increase because the carriers generally pass on such cost increases to the users. Because of the risk of continued increases in fuel costs in fiscal year 2007, we expect increased fuel surcharges from our contract carriers as compared with past quarters. Our cost of sales is also affected by general inflation in costs of merchandise and costs of certain commodities relating to raw materials used in our products. To date, our product margins have not been adversely impacted by these cost increases, due primarily to favorable foreign currency fluctuations, specifically the relative strengthening of the Canadian dollar against the U.S. dollar during the last three fiscal years. We expect to offset a portion of any future cost increases with improved efficiencies in store and warehousing operations.

Our general, administrative and store operating expenses consist of store labor and maintenance costs such as repair costs, which are primarily fixed, and salaries and related benefits of corporate team members, administrative office expenses, professional expenses and other related expenses. Although our average hourly wage rate is higher than the minimum wage, an increase in the mandated minimum wage could significantly increase our payroll costs unless we realize offsetting productivity gains and cost reductions. We expect our administrative costs to increase as we build our back-office infrastructure to effectively meet reporting and other regulatory requirements applicable to a public reporting company. Administrative and general expenses also include management fees of up to $3.0 million per year plus expenses to be paid pursuant to a management agreement with Bain Capital Partners.

On November 18, 2004, Dollarama Capital Corporation, an entity formed by funds managed by Bain Capital Partners, caused our wholly-owned subsidiary, Dollarama L.P., to purchase substantially all of the assets of S. Rossy Inc. and Dollar A.M.A. Inc. relating to the Dollarama business, for a total purchase price of $1,032.5 million. The total purchase price consisted of approximately $939.1 million of cash, $81.0 million of equity securities of our parent issued to the sellers and a balance of sale of approximately $12.4 million bearing interest at Canadian prime rate. The cash portion of the purchase price and the transaction expenses were financed primarily by (i) a cash investment by funds managed by Bain Capital Partners in our parent, (ii) the borrowing by us of term loans under a new senior secured credit facility, and (iii) the borrowing by us of senior subordinated loans under a new senior subordinated bridge loan facility. The rollover equity investment made by the sellers and cash investment made by the funds managed by Bain Capital Partners in our parent were contributed to us as equity in connection with the asset purchase.

Using the purchase method of accounting in accordance with Section 1581 of the Handbook of the Canadian Institute of Chartered Accountants, we have allocated the total cost of the Acquisition to the assets acquired and liabilities assumed on the basis of their estimated fair values as of the closing of the Acquisition, with the amount of the post-closing purchase price adjustment of approximately $12.4 million reflected as additional goodwill on our consolidated balance sheet. The estimated fair values of certain assets acquired (lease rights, merchandise inventories, property and equipment, and other intangible assets) were determined by management based on independent valuations. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed in connection with the Acquisition:

The gross proceeds from the sale of the notes issued August 12, 2005 was U.S.$200.0 million (approximately $227.8 million based on the exchange rate on January 31, 2006). We used the proceeds from the sale of the notes, together with additional term loan B borrowings to (i) repay the outstanding borrowings under our existing senior subordinated loan facility, (ii) make a cash distribution to our parent and (iii) pay related fees and expenses. This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated August 12, 2005, by and among us and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for the exchange notes, we will receive outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

In preparing our financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the period. We evaluate our estimates on an ongoing basis, based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

The valuation of store merchandise inventories is determined by the retail inventory method valued at the lower of cost (first-in, first-out) or market. Under the retail inventory method, merchandise inventories are converted to a cost basis by applying an average cost to selling ratio. Merchandise inventories that are at the distribution center or warehouses and inventories that are in-transit from suppliers, are stated at the lower of cost and market, determined on a weighted-average cost basis. Merchandise inventories include items that have been marked down to management’s best estimate of their net realizable value and are included in cost of sales in the period in which the markdown is determined. We estimate our markdown reserve based on the consideration of a variety of factors, including but not limited to quantities of slow-moving or carryover seasonal merchandise on hand, historical markdown statistics and future merchandising plans. The accuracy of our estimates can be affected by many factors, some of which are outside of our control, including changes in economic conditions and consumer buying trends. Historically, we have not experienced significant differences in our estimates of markdowns compared with actual results.

Property and equipment are carried at cost, and any equipment acquired under capital leases is recorded at the present value of the minimum lease payments. Property and equipment are amortized over the estimated useful lives of the respective assets as follows: (i) on the declining balance method, computer equipment at 30% and vehicles at 30%; and (ii) on the straight-line method, store and warehouse equipment at 8 to 10 years and leasehold improvements at the base, non-cancelable terms of the respective leases. Property and equipment are reviewed for impairment periodically and whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business acquisition. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or circumstances indicate that the assets might be impaired. Impairment is identified by comparing the fair value of the reporting unit to which it relates to its carrying value. To the extent a reporting unit’s carrying amount exceeds its fair value, we measure the amount of impairment in a manner similar to that of a purchase price allocation, and any excess of carrying amount over the implied fair value of goodwill is charged to earnings in the period in which the impairment is determined. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our business is impaired. Any resulting impairment would be charged to net earnings.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which we consider could trigger an impairment review include, but are not limited to, the following: (i) significant negative industry or economic trends; and (ii) current, historical or projected losses that demonstrate continuing losses. Impairment is assessed by comparing the carrying amount of an asset with the expected future net undiscounted cash flows from its use together with its residual value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. The estimates regarding their fair value include assumptions about future conditions relating to our business, as well as the industry. If actual cash flows differ from those projected by management, additional write-offs may be required.

We recognize rental expense and inducements received from landlords on a straight-line basis over the base, non-cancelable lease terms. Any difference between the calculated expense and the amounts actually paid is

reflected as deferred lease inducements on our balance sheet. We recognize contingent rental expense when the achievement of the specified sales targets is considered probable. Our estimates are based on individual store sales trends and are adjusted for actual results.

Monetary assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, while non-monetary assets and liabilities are translated at historic rates. Revenues and expenses are translated at prevailing market rates in the recognition period. The resulting exchange gains or losses are recorded in the statement of earnings, except for gains or losses on foreign exchange contracts used to hedge anticipated purchases in foreign currencies. Gains and losses on these contracts are accounted for as a separate component of partners’ capital in other comprehensive income. Such gains or losses are recorded in income when the inventories are sold.

The following table sets forth the major components of our predecessor’s combined statements of operations and our consolidated statements of operations, expressed as a percentage of sales, for the periods indicated.

Fiscal Year Ended January 31, 2006 Compared to Combined Twelve Months Ended January 31, 2005

Our sales increased $109.7 million, or 17.3%, from $633.6 million for the combined twelve months ended January 31, 2005 to $743.3 million for the fiscal year ended January 31, 2006. This sales growth was driven primarily by the opening of 51 new stores and the temporary closure of 2 stores in the fiscal year ended January 31, 2006 and by a comparable store sales increase of 6.1% (for the 52 weeks ending January 29, 2006) for stores in operation during the combined twelve months ended January 31, 2005. Our total store square footage increased 15.6% from 3.2 million as of January 31, 2005 to 3.7 million as of January 31, 2006.

Cost of sales increased by $43.7 million, or 9.4%, from $463.1 million for the combined twelve months ended January 31, 2005 to $506.8 million for the fiscal year ended January 31, 2006. Our margin (sales less cost of sales) increased from 26.9% for the combined twelve months ended January 31, 2005 to 31.8% for the fiscal year ended January 31, 2006. Cost of sales included $9.7 million of amortization of the purchase accounting inventory step-up during the fiscal year ended January 31, 2006 and $37.0 million during the combined twelve months ended January 31, 2005. The cost of sales for the combined twelve months ended January 31, 2005 was reduced by $0.8 million and for the fiscal year ended January 31, 2006 by $3.4 million as a result of the amortization of unfavorable lease rights, which were fair-valued at the closing of the Acquisition pursuant to the application of purchase accounting rules.

General, administrative and store operating expenses increased $18.2 million or 17.0% from $107.1 million for the combined twelve months ended January 31, 2005 to $125.3 million for the fiscal year ended January 31, 2006. This increase was primarily due to the increase in the number of stores in operation and to an increase in professional fees and other expenses, including management fees paid to our sponsor, associated with transition costs following the closing of the Acquisition. These costs included additional expenses to begin the upgrade of our financial reporting processes to meet public company standards. As a percentage of sales, our general, administrative and store operating expenses remained constant at 16.9% of sales for the combined twelve months ended January 31, 2005 and for the fiscal year ended January 31, 2006.

Amortization expense increased $3.3 million from $9.9 million for the combined twelve months ended January 31, 2005 to $13.2 million for the fiscal year ended January 31, 2006 substantially due to the amortization of property and equipment resulting from the new store openings ($0.9 million) and to increased amortization of favorable lease rights ($4.6 million) which were fair-valued at the closing of the Acquisition pursuant to the application of purchase accounting rules. In addition, effective as of the closing of the Acquisition (November 18, 2004), management revised its estimates of the useful lives of the furniture and fixtures and leasehold improvements resulting in a decrease in the amortization rates of these assets. In addition, there were certain assets whose carrying value were decreased effective November 18, 2004 as a result of the requirements for purchase accounting. The impact of the latter two adjustments offsets a portion of the increased amortization arising from the additions of property and equipment and the favorable lease rights.

Amortization of deferred financing costs increased from $2.2 million for the combined twelve months ended January 31, 2005 to $7.5 million for the fiscal year ended January 31, 2006. The amortization of deferred costs represents the cost of the new financing described in “Debt and Commitments” which is amortized over the term of the related debt.

As a result of the issuance of the notes and repayment of the senior subordinated bridge loan that financed the Acquisition, deferred financing costs of $6.6 million were expensed in the fiscal year ended January 31, 2006.

Interest expense increased $32.7 million from $12.8 million for the combined twelve months ended January 31, 2005 to $45.5 million for the fiscal year ended January 31, 2006 due mainly to higher debt levels associated with the Acquisition and our increased debt resulting from the refinancing that took place August 12, 2005.

Income tax expense decreased $17.0 million from $18.7 million for the combined twelve months ended January 31, 2005 to $1.7 million for the fiscal year ended January 31, 2006. Net earnings for the fiscal year ended January 31, 2006 constitute income of our partners and are therefore subject to income tax in their hands. Income taxes recorded in such period represent the large corporations’ tax and nominal income taxes of our subsidiary companies.

Net earnings increased $24.4 million, from $10.6 million for the combined twelve months ended January 31, 2005 to $35.0 million for the fiscal year ended January 31, 2006. The increase was affected by $9.7 million of amortization of the purchase accounting inventory step-up during the fiscal year ended January 31, 2006 compared to $37.0 million during the combined twelve months ended January 31, 2005.

Combined Twelve Months Ended January 31, 2005 Compared to Fiscal Year Ended January 31, 2004

Please note that the figures for the combined twelve months ended January 31, 2005 are a combination of the results of operations of the predecessor, S. Rossy Inc. and Dollar A.M.A. Inc. prior to the date of acquisition on November 18, 2004 and of the successor, Dollarama Group L.P. post the date of acquisition. Figures for the fiscal year ended January 31, 2004 are the results of operations of the predecessor, S. Rossy Inc. and Dollar A.M.A. Inc.

Our sales increased $49.0 million, or 8.4%, from $584.6 million in fiscal year ended January 31, 2004 to $633.6 million in the combined twelve months ended January 31, 2005. This sales growth was driven primarily by the opening of 18 new stores (net of one temporary closure) in combined twelve months ended 2005 and the full year effect of 24 new stores opened in fiscal year ended January 31, 2004, and by a comparable store sales increase of 2.3% for the 52 weeks ending January 30, 2005. We added approximately 257,000 square feet to our store network in the combined twelve months ended January 31, 2005 of which approximately 83,000 square feet was added by expanding 24 existing stores.

Cost of sales increased by $58.3 million, or 14.4%, from $404.8 million for the fiscal year ended January 31, 2004 to $463.1 million for the combined twelve months ended January 31, 2005. Our margin (sales less cost of sales) decreased from 30.8% for the fiscal year ended January 31, 2004 to 26.9% for the combined twelve months ended January 31, 2005. Cost of sales included $37.0 million of amortization of the purchase accounting inventory step-up during the combined twelve months ended January 31, 2005. The cost of sales for the combined twelve months ended January 31, 2005 was reduced by $0.8 million, as a result of the amortization of unfavorable lease rights, which were fair-valued at the closing of the Acquisition pursuant to the application of purchase accounting rules.

General, administrative and store operating expenses increased $10.6 million or 11.0% from $96.5 million for the fiscal year ended January 31, 2004 to $107.1 million for the combined twelve months ended January 31, 2005. This increase was primarily due to the increase in the number of stores in operation and to an increase in professional fees and other expenses, including sponsor fees, associated with transition costs following the closing of the Acquisition. As a percentage of sales, our general, administrative and store operating expenses increased slightly from 16.5% of sales for the fiscal year ended January 31, 2004 to 16.9% for the combined twelve months ended January 31, 2005.

Amortization expense increased $0.6 million from $9.3 million in fiscal year ended January 31, 2004 to $9.9 million in the combined twelve months ended January 31, 2005 due to increased amortization of favorable lease rights which were fair-valued at the closing of the Acquisition pursuant to the application of purchase accounting rules.

Interest expense increased $7.4 million from $5.4 million in fiscal year ended January 31, 2004 to $12.8 million in combined twelve months ended January 31, 2005 due to higher debt levels associated with the Acquisition.

Income tax expense decreased $5.1 million from $23.8 million in fiscal year ended January 31, 2004 to $18.7 million in combined twelve months ended January 31, 2005. Subsequent to the Acquisition on November 18, 2004, net earnings constitute income of our partners and are therefore subject to income tax in their hands. Income taxes recorded in such period represent the large corporations’ tax and nominal income taxes of our subsidiary companies.

Net earnings decreased $34.2 million, from $44.8 million for the fiscal year ended January 31, 2004 to $10.6 million for the combined twelve months ended January 31, 2005. The decrease was affected by $37.0 million of amortization of the purchase accounting inventory step-up during the combined twelve months ended January 31, 2005.

Cash flows provided in operating activities during the fiscal year ended January 31, 2006 were $56.7 million, compared with cash flows provided by operating activities of $40.3 million for the combined twelve months ended January 31, 2005 and $42.8 million for the fiscal year ended January 31, 2004. The primary drivers of cash flows from operating activities are profitability before non-cash depreciation and amortization expense and cash used by working capital. During the fiscal year ended January 31, 2006, working capital was affected mainly by merchandise inventory increases to satisfy seasonal needs, a build up of inventory in preparation for new store openings and the replenishment of store inventories to more optimal levels.

Cash flows used in investing activities during the fiscal year ended January 31, 2006 were $33.3 million, compared with $933.9 million for the combined twelve months ended January 31, 2005 and $11.9 million for the fiscal year ended January 31, 2004. Investing activities for the fiscal year ended January 31, 2006 and for the combined twelve months ended January 31, 2005 were mainly impacted by the Acquisition as well as acquisition of property and equipment related to new stores opened. On an ongoing basis, the primary driver of cash flows used in investing activities is capital expenditures associated with new stores opened.

Cash flows used in financing activities during the fiscal year ended January 31, 2006 were $24.1 million, compared with $969.0 million provided by financing activities for the combined twelve months ended January 31, 2005 and $20.4 million used in financing activities for the fiscal year ended January 31, 2004. The cash used in financing activities during the fiscal year ended January 31, 2006 was primarily a result of deferred financing costs of $10.0 million and capital distributions of $59.6 million to satisfy parent company tax obligations and repay some advances which was partially offset by the proceeds of long-term debt of $45.5 million (net of long-term debt repayments). As for the combined twelve months ended January 31, 2005, the financing of the Acquisition impacted our financing activities.

We are and will continue to be significantly leveraged. Since consummating the Acquisition, our principal sources of liquidity have been cash flow generated from operations and borrowings under our senior secured credit facility and our senior subordinated bridge loan facility. Our principal cash requirements have been for working capital, capital expenditures and debt service. In connection with the Acquisition, we entered into the senior secured credit facility, pursuant to which we incurred $120.0 million of term loan A borrowings and U.S.$201.3 million of term loan B borrowings ($240.0 million based on the exchange rate on the closing date of the Acquisition), and the senior subordinated bridge loan facility, pursuant to which we borrowed an aggregate of $240.0 million.

On August 12, 2005, we issued U.S.$200.0 million senior subordinated notes bearing interest at 8⁷/8% payable semi annually and maturing in August 2012. We used the proceeds from the sale of these senior subordinated notes, together with additional term loan B borrowings of U.S.$45.0 million (approximately $51.0 million based on the exchange rate on January 31, 2006) that we incurred pursuant to an amendment to our senior secured credit facility to, (i) repay the outstanding borrowings under the senior subordinated bridge loan facility, (ii) make a cash distribution to our parent and (iii) pay related fees and expenses. At that time, the outstanding borrowings under the senior subordinated bridge loan including the accrued interest were $240.5 million bearing interest at Canadian Banker’s Acceptance rate plus 8.25% per annum and would have otherwise matured in May 2006.

As of January 31, 2006, we and our subsidiaries had approximately $392.0 million of senior secured debt outstanding and U.S.$200.0 million ($227.8 million based on exchange rate on January 31, 2006) of senior subordinated debt outstanding.

Senior Secured Credit Facility. After giving effect to the Refinancing, our senior secured credit facility consists of a (i) $114.0 million term loan A facility maturing in May 2010, denominated in Canadian dollars; (ii) U.S.$244.1 million ($278.0 million based on the exchange rate on January 31, 2006) term loan B facility maturing in November 2011, denominated in U.S. dollars; and (iii) $75.0 million revolving credit facility, denominated in Canadian dollars, which includes a $25.0 million letter of credit subfacility and a $10.0 million swingline loan subfacility. In addition, we may, under certain circumstances and subject to receipt of additional commitments from existing lenders or other eligible institutions, request additional term loan tranches or increases to the revolving loan commitments by an aggregate amount of up to $150.0 million (or the U.S. dollar equivalent thereof).

The interest rates per annum applicable to the loans under our senior secured credit facility, other than swingline loans, equal an applicable margin percentage plus, at our option, (1) in the case of U.S. dollar denominated loans, (a) a U.S. base rate equal to the greater of (i) the rate of interest per annum equal to the rate which Royal Bank of Canada establishes at its main office in Toronto from time to time as the reference rate of interest for U.S. dollar loans made in Canada and (ii) the federal funds effective rate (converted to a rate based on a 365 or 366 day period, as the case may be) plus 1.0% per annum or (b) the rate per annum equal to the rate determined by Royal Bank of Canada to be the offered rate that appears on the page of the Telerate screen 3750 that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. dollars for an interest period chosen by us of one, two, three, or six months (or, if available to all applicable lenders, nine or twelve month periods) and (2) in the case of Canadian dollar denominated loans, a Canadian prime rate equal to the greater of (i) the rate of interest per annum equal to the rate which Royal Bank of Canada establishes at its main office in Toronto from time to time as the reference rate for Canadian dollar loans made in Canada and (ii) the rate per annum determined as being the arithmetic average of the rates quoted for bankers’ acceptance for the appropriate interest period as listed on the applicable Reuters Screen page (plus 0.10% for certain lenders) plus 1.0% per annum.

Swingline loans bear interest at the interest rate equal to Canadian prime rate loans plus an applicable margin percentage. The applicable margin percentage is 2.25% for adjusted LIBOR rate loans and 1.25% for U.S. base rate loans. The applicable margin percentage for Canadian dollar denominated loans is subject to adjustment based upon our total consolidated-adjusted leverage ratio. At January 31, 2006, the applicable margins were 1.25% for Canadian prime rate loans and 2.25% for bankers’ acceptances. On the last day of each calendar quarter, we also pay a commitment fee (calculated in arrears) to each revolving credit lender in respect of any unused commitments under the revolving credit facility, subject to adjustment based upon our total lease-adjusted leverage ratio being within certain defined ranges.

Our senior secured credit facility contains a number of restrictive covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries, to, among other things: make investments and loans; make capital expenditures; incur, assume, or permit to exist additional indebtedness, guarantees, or liens; engage in mergers, acquisitions, asset sales or sale-leaseback transactions; declare dividends, make payments on, or redeem or repurchase equity interests; alter the nature of the business we conduct; engage in certain transactions with affiliates; enter into agreements limiting subsidiary distributions; and prepay, redeem, or repurchase certain indebtedness including the notes.

Subject to exceptions, our senior secured credit facility requires mandatory prepayments or offer to prepay (with the failure to do so constituting an event of default) of the loans in the event of certain asset sales or other asset dispositions, issuances of equity securities or debt securities, or if we have annual consolidated excess cash flow. Our senior secured credit facility is guaranteed by all of our existing and future subsidiaries (other than unrestricted subsidiaries as defined in the senior secured credit facility), and is secured by a first priority security

interest in substantially all of our existing and future assets, and a first priority pledge of our capital stock and the capital stock of those subsidiaries, subject to certain exceptions agreed upon with our lenders and local law requirements.

Our ability to make scheduled payments of principal, or to pay the interest or additional interest, if any, on, or to refinance our indebtedness, or to fund planned capital expenditures will depend on our future performance, which to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, or other factors that are beyond our control. Based upon the current level of our operations, we believe that cash flow from operations, together with borrowings available under our senior secured credit facility, will be adequate to meet our future liquidity needs. Our assumptions with respect to future liquidity needs may not be correct and funds available to us from the sources described above may not be sufficient to enable us to service our indebtedness, including the notes, or cover any shortfall in funding for any unanticipated expenses.

Capital expenditures for the fiscal year ended January 31, 2006 were $23.9 million, $10.4 million for the combined twelve months ended January 31, 2005 and $12.1 million for the fiscal year ended January 31, 2004. The increase for the fiscal year ended January 31, 2006 was primarily related to new store openings. We expect to make additional expenditures over the next quarters to improve our information technology systems, to increase our warehouse and distribution capacity in the greater Montreal area, and to add new warehouse and distribution infrastructure to facilitate our geographic expansion to western Canada.

We plan to open approximately 50 new stores in fiscal year 2007. In fiscal year ended January 31, 2006, the average cost to open a new store was approximately $0.5 million including $0.3 million for capital expenditures.

The following is a summary of our contractual obligations as of January 31, 2006:

In addition to the obligations set forth above, pursuant to the management agreements with affiliates of Bain Capital Partners pursuant to which we, among other things, have agreed to pay such affiliates an aggregate annual fee of up to $3.0 million and certain other contingent fees in the event of a transaction involving Dollarama Capital Corporation or any of its consolidated subsidiaries. See “Certain Relationships and Related Party Transactions—Management Agreement.” During combined fiscal year 2005 and fiscal year 2006, we incurred $0.6 million and $3.0 million, respectively, under such management agreements.

We are from time to time involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, individually or in the aggregate, is material to our consolidated financial condition or results of operations. We note, however, that two actions have been instituted against us for alleged copyright infringement pertaining to the sale of certain products. We have denied these claims, and believe these claims are without merit. We further note that an action has been instituted against us for alleged personal injuries sustained by a customer in one of our stores. The plaintiff is alleging up to $4.4 million in damages. We believe that the potential amount to be paid for this claim would be covered by our insurance policies and have since brought an action against the manufacturer and distributor of the store fixture that allegedly resulted in the injury. While we intend to defend vigorously the claims asserted against us, we cannot determine the outcome of these claims at this time. However, we believe that the ultimate resolution of the foregoing matters will not have a material effect on our consolidated financial condition or results of operations.

Dollarama Group L.P. is a limited partnership formed under the laws of Québec, Canada and Dollarama Corporation is a corporation organized under the laws of New Brunswick, Canada. Some of our directors, controlling persons, and officers and certain of the experts named in the is prospectus are not residents of the United States, and all or a substantial portion of their assets and all or a substantial portion of our assets are located outside of the United States. We have agreed, in accordance with the terms of the indenture under which the notes were issued, to accept service of process in any suit, action, or proceeding with respect to the indenture or the notes brought in any federal or state court located in New York City by an agent designated for such purpose and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for you to effect service of process within the United States upon us or our directors, controlling persons, officers, and experts who are not residents of the United States or to realize in the United States upon judgments of United States courts based upon the civil liability under the federal securities laws of the United States. We have been advised by Stikeman Elliott LLP, our Canadian counsel, that there is doubt as to the enforceability in Canada against us or against our directors, controlling persons, officers, or experts, who are not residents of the United States by a court, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the federal securities laws of the United States.

While principally all of our sales have been in Canadian dollars, we have been steadily increasing our purchases of merchandise from low-cost foreign suppliers, including suppliers in China, Denmark, France, Hong Kong, India, Indonesia, Italy, Malaysia, Panama, the Philippines, Taiwan, Turkey and the United States. For the fiscal year ended January 31, 2006, this direct sourcing from foreign suppliers accounted for in excess of 50% of our sales. Accordingly, our results of operations are impacted by the fluctuation of foreign currencies against the Canadian dollar. In particular, we purchase a majority of our imported merchandise from suppliers in China using U.S. dollars. Therefore, our cost of sales is impacted by the fluctuation of the Chinese renminbi against the U.S. dollar and the fluctuation of the U.S. dollar against the Canadian dollar.

We use foreign exchange forward contracts to manage risks from fluctuations in exchange rates. All forward contracts are used only for risk management purposes and are designated as hedges of specific anticipated purchases of merchandise. Upon redesignation or amendment of a foreign exchange forward contract, the ineffective portion of such contracts is recognized immediately in earnings. We estimate that in the absence of our currency risk management program, every $0.01 appreciation in the Canadian dollar relative to U.S. dollar exchange rate results in approximately $1.0 million annual increase in operating earnings. The seasonality of our purchases will affect the quarterly impact of this variation. We periodically examine the derivative financial instruments we use to hedge exposure to foreign currency fluctuation to ensure that these instruments are highly effective at reducing or modifying foreign exchange risk associated with the hedged item.

In addition as a result of the Refinancing, a majority of our debt is in U.S. dollars. Therefore, a downward fluctuation in the exchange rate of the Canadian dollar versus the U.S. dollar would reduce our funds available to service our U.S. dollar-denominated debt. As required by the terms of our senior secured credit facility, we have entered into two swap agreements consisting of a foreign currency swap and an interest rate swap that expire on January 31, 2011 to minimize our exposure to exchange rate and interest rate fluctuations in respect of our LIBOR-based U.S. dollar-denominated term loans. We record the fair value of the swap agreements as a reduction of “foreign exchange loss on derivative financial instruments and long-term debt” in our consolidated statement of earnings and in “derivative financial instruments” on the balance sheet.

On August 12, 2005, we entered into two additional swap agreements consisting of foreign currency swaps to minimize our exposure to exchange rate fluctuations in respect of our senior subordinated notes. These swap agreements qualify for hedge accounting. The fair value of the swap agreements is deferred in a separate component in our consolidated statement of Partners’ capital and other comprehensive income until the underlying hedged transactions are reporting in our consolidated statement of earnings.

We use variable-rate debt to finance certain of our operations and capital expenditures. These obligations expose us to variability in interest payments due to changes in interest rates. We have approximately $392.0 million in term loans outstanding under our senior secured credit facility based on the exchange rate on January 31, 2006, bearing interest at variable rates. Each quarter point change in interest rates would result in a $0.9 million change in interest expense on such term loans. We also have a revolving loan facility which provides for borrowings of up to $75.0 million which bears interest at variable rates. Assuming the entire revolver is drawn, each quarter point change in interest rates would result in a $0.2 million change in interest expense on our new revolving loan facility. We have entered into a contract maturing on January 31, 2007 that will eliminate our exposure to interest due on the notional amount of $120 million in excess of the Canadian Banker’s Acceptance rate cap of 4.5%.

On April 1, 2005, the Canadian Institute of Chartered Accountants (“CICA”) issued three new Handbook sections: Section 1530 “Comprehensive Income,” Section 3855 “Financial Instruments—Recognition and Measurement,” and Section 3865 “Hedges.” These new sections apply to fiscal years beginning on or after October 1, 2006 with earlier adoption permitted as of the beginning of a fiscal year ending on or after December 31, 2004.

Section 3855, “Financial Instruments—Recognition and Measurement,” requires all financial instruments to be classified as either Held to Maturity, Loans and Receivables, Held for Trading, or Available for Sale. The Held to Maturity Classification is restricted to fixed maturity instruments that the company intends and is able to hold to maturity. Loans and Receivables and Held to Maturity investments are accounted for at amortized cost. Securities that are acquired for selling in the near term are classified as Held for Trading and are accounted for at fair value with realized and unrealized gains and losses reported in net income. The remaining financial

instruments are classified as Available for Sale and are measured at fair value with unrealized gains and losses, not affecting income, but reported in a new category in shareholder’s capital called Other Comprehensive Income.

Section 3865, “Hedges,” which replaces AcG-13 “Hedging Relationships,” establishes standards for when and how hedge accounting may be applied. Consistent with Section 3855, it requires that all derivatives, including hedges, be measured at fair value. Changes in the fair value of a derivative which hedges the company’s exposure that the fair value of an asset or liability will change due to a particular risk are recognized in the net income together with those of the respective offsetting hedge item. However, changes in the fair value of a derivative which hedges the company’s exposure to changing cash flows are accumulated in other comprehensive income until the transaction being hedged affects net income.

Section 1530, Other Comprehensive Income, a new category in the shareholder’s capital section of the balance sheet, includes unrealized foreign currency translation gains and losses on cash flow hedges mentioned above.

Dollarama Group L.P. elected to early adopt the recommendations of Sections 1530, 3855 and 3865 on a prospective basis as of the beginning of the period from November 18, 2004 to January 31, 2005.

The CICA has reissued Section 3830 of the CICA Handbook as Section 3831, Non-Monetary Transactions, which establishes standards for the measurement and disclosure of non-monetary transactions. It also includes criteria for defining “commercial substance” which replace the criteria for defining “culmination of the earnings process” in the former section. These changes come into effect for fiscal years beginning on or after January 1, 2006. We do not anticipate that the adoption of this section will have a material impact on our financial statements.

We are the leading operator of dollar discount stores in Canada. Currently, we operate over 400 Dollarama stores, each offering a broad assortment of quality everyday merchandise sold in individual or multiple units primarily at a fixed price of $1.00. All of our stores are company-operated, and nearly all are located in high-traffic areas such as strip malls and shopping centers in various locations, including metropolitan areas, mid-sized cities, and small towns. For the year ended January 31, 2006, we generated sales of $743.3 million.

Dollarama Group L.P. is a limited partnership formed under the laws of the Province of Québec on November 11, 2004. Dollarama Group L.P.’s general partner is Dollarama Group GP Inc., a corporation organized under the Canada Business Corporations Act.

Dollarama Corporation is a corporation organized under the Business Corporations Act of New Brunswick on November 12, 2004.

Dollar stores are a discount retail format that offers merchandise at a single or a multiple-price point, typically in the $1.00 to $5.00 range. While competitors vary based on price and merchandise offered, in general, stores that are described as being “dollar stores” are characterized by one or more of the following: (i) deep discounts in price; (ii) convenient locations; (iii) broad offerings of everyday branded or unbranded merchandise; (iv) small, individual sized product quantities; (v) low or no-frills, self-service environment; and (vi) limited inventory. We believe that dollar stores strongly appeal to consumers over a broad range of social and economic categories primarily due to their value proposition and convenience.

The dollar store industry is one of the fastest growing retail formats. According to industry analysts, in 2004 in the United States there were 18,000 persons per dollar store for the top five dollar store chains, and market penetration in the United States is projected to be one dollar store for every 12,000 persons by 2010. We estimate that, in 2003, there was one dollar store in Canada for every 26,700 persons, and we believe that the Canadian dollar store market can grow until penetration levels reach those achieved in the more mature U.S. market. At a comparable level of penetration to the U.S. dollar store industry in 2004, the Canadian market could support

approximately 729 additional dollar stores. We believe that this comparison demonstrates that there are significant opportunities for growth in the Canadian dollar store market.

The Canadian dollar store industry is extremely fragmented with many multi-outlet and “mom and pop” operated dollar stores. In addition to Dollarama, the main multi-outlet dollar stores include Buck or Two, Dollar Giant, Dollar Plus Stores, Dollar Store With More, Everything For a Dollar and Great Canadian Dollar. This group on a combined basis operates more than 900 stores across Canada. Most of our multi-outlet competitors are franchise operations with smaller stores. The “mom and pop” operators are typically smaller store formats that do not offer the same breadth or quality of merchandise and, therefore, we do not believe they compete in the same segment of the market with the multi-outlet dollar stores.

We are the leading operator of dollar discount stores in Canada, with 398 stores as of January 31, 2006, located in 8 provinces, including 334 stores located in Ontario and Québec, where over 60% of Canada’s total population resides. Within our core markets of Ontario and Québec, as of January 31, 2006 we estimate that we had one store for every 60,000 people. Our leading market position and concentrated market presence in our core markets allow us to leverage our purchasing power across our store base and generate significant brand recognition for our stores and products.

We believe that our store format, which features larger, company-operated stores, distinguishes us from our competition. Our stores average approximately 9,200 square feet (with new stores opened in fiscal year 2006 averaging approximately 10,000 square feet), as compared to our competitors’ stores, which we believe are substantially smaller. We believe our larger store format allows for a more effective display of a broader assortment of merchandise and a better selection of merchandise within each product category. We also directly operate all of our stores, in contrast to most of our major competitors who employ a franchise model. Our centralized merchandising and operating processes enable us to achieve a consistent, chain-wide “one store experience,” allow our sales associates to focus on serving our customers, and facilitate frequent communication throughout our organization in order to respond quickly to changes in consumer preferences. We believe our differentiated store format provides consumers with a more inviting and convenient shopping environment encouraging them to shop more often, stay longer and buy more. The average customer transaction size at our stores increased approximately 18% from $5.33 in fiscal year 2001 to $6.29 in fiscal year 2006, which we believe is a result of our differentiated store format.

Our business model promotes strong cash flow and efficient use of capital. Over our fiscal year 2006, the combined twelve months ended January 31, 2005 and our predecessor’s fiscal year 2004, the average annual capital expenditures (excluding the assets acquired in the Acquisition) were $15.5 million. Each of the 51 new stores opened in fiscal year 2006 required an investment of approximately $0.5 million to stock and open, including $0.3 million in capital expenditures. We attribute our strong cash flow to our merchandising expertise and our focus on core basic consumable goods, which both generally protect us from the cyclicality and inventory obsolescence risks that affect other kinds of retailers. In addition, our adherence to disciplined cost control measures is a key factor in our ability to open and maintain highly productive stores that are capital efficient and generate a superior return on investment. Historically, new stores returned their initial investment within 14 months of opening on average.

We have been able to reduce our cost of sales by shifting an increasing percentage of our sourcing to low-cost foreign suppliers. In fiscal year 2006, this direct sourcing accounted for more than 50% of our sales. We believe that our strong direct foreign sourcing capabilities allow us to deliver more value to consumers as well as to realize a higher gross margin, as compared to our competitors. In addition, we believe we have cultivated strong relationships and developed an excellent reputation with our suppliers as a result of our large volume of purchases and our ability to pay immediately or accept abbreviated credit terms. We have had relationships with all of our top ten suppliers for more than eight years. Our supplier base is also well diversified, with no single supplier accounting for more than 7% of our purchases in fiscal year 2006.

We are led by an experienced management team that has guided us through our strategic shift in 1992 and remains committed to our business. Our core management team includes Larry Rossy, our chief executive officer, Neil Rossy, our senior vice president, merchandising, Leonard Assaly, our senior vice president, information technology and logistics, Geoffrey Robillard, the president of our import division and Robert Coallier, our chief financial officer. Except for Robert Coallier who joined in August 2005, the members of our management team have been with our company for an average of 25 years. Our financial sponsor is Bain Capital Partners, a leading global investment firm with extensive investment experience in the retail sector and in Canada, including investments in Shoppers Drug Mart, Advertising Directory Solutions (Verizon Superpages), Staples, Bombardier Recreational Products and Duane Reade.

Our goal is to grow our sales, net earnings, and cash flow by building upon our position as the leading Canadian operator of dollar discount stores and continuing to offer a compelling value proposition on a wide variety of everyday merchandise to a broad base of shoppers. Our business strategies to achieve this goal include the following:

Continue to Increase Customer Traffic by Offering a Broad Product Mix at Larger Stores in Convenient Locations

We intend to continue to increase customer traffic by utilizing larger stores, primarily located in high-traffic areas such as strip malls and shopping centers, and offering a varied merchandise mix. We will continue to focus on a wide selection of merchandise including household consumables, semi-durable household goods, special occasion needs, seasonal merchandise, and a limited selection of food products. By consistently offering a wide selection of basic household items, we attempt to encourage customers to shop at our stores for their everyday household needs, which we believe leads to a high frequency of customer repeat visits.

We provide consumers with significant value while maintaining strong operating margins through strict adherence to disciplined cost control measures. We choose store locations that balance convenience for our customers with favorable lease terms for us. We also structure our store operations to be highly efficient, with store layouts and fixtures that are appealing, yet flexible and inexpensive. Our existing stores have low maintenance capital expenditure requirements, typically less than 1% of sales per year. In addition, our fixed $1.00 price point leads to extremely rapid checkouts, resulting in labor and other cost savings. We expect to continue to purchase a large portion of our merchandise from low-cost foreign sources at attractive prices leveraging our purchasing scale and strong long-term supplier relationships. Our in-house product development group also works directly with suppliers to redesign product contents to meet cost targets. By leveraging these and other advantages, we will continue to proactively manage our operating margins.

Maximize our Leading Position in Existing Markets and Continue to Expand into New Markets

We operated 398 Dollarama stores across 8 Canadian provinces as at January 31, 2006, including 151 stores located in Ontario, 183 in Québec and 48 in the maritime provinces (New Brunswick, Nova Scotia, and Prince Edward Island). By continuing to open new stores in our current markets, we believe we can increase our existing brand awareness in these regions and leverage our present distribution network without incurring significant additional expenses. We also believe we are well positioned to capitalize on the growth potential of the Canadian dollar store market by expanding into the Western provinces (Alberta, British Columbia, Manitoba and Saskatchewan), where we currently have a very limited presence with 16 stores. Over the next 3 years we plan to open on average 50 stores per year, 50% of which are expected to be in Ontario, Québec and the maritime provinces, and 50% of which are expected to be in the Western provinces. We are also contemplating the addition of a warehousing and distribution facility to serve the western provinces over the next 18 to 36 months. We believe we can execute our new store expansion program with limited capital requirements because historically our costs to stock and open a new store have averaged approximately $0.5 million.

We carefully manage our real estate portfolio with the goal of maximizing chain-wide store profitability and maintaining a disciplined, cost-sensitive approach to store site selection. We evaluate potential store locations based on a variety of criteria, including (i) the level of retail activity and traffic patterns, (ii) the presence or absence of competitors, (iii) the population and demographics of the area, and (iv) the total rent and occupancy cost per square foot. Our stores are located primarily in high-traffic areas, where our management believes consumers are likely to do their household shopping, in various locations including metropolitan areas, mid-sized cities, and small towns. Of our stores, 48% are in shopping centers, 44% are in strip malls, and 8% are in stand-alone locations. We believe that our stores have a relatively small shopping radius, which allows us to concentrate multiple stores in a single market profitably. Our ability to open new stores is dependent upon, among other factors, locating suitable sites and negotiating favorable lease terms.

Of our 398 existing store locations as of January 31, 2006, we leased all stores from third parties, except 11 stores leased directly or indirectly from members of the Rossy family. See “Certain Relationships and Related Party Transactions—Real Property Leases.” We expect to continue to lease store locations as we expand. Average base rent has remained under $10.50 per square foot over the past several years. The average length of our leases is 9.6 years, and the average time to their expiration is 5.6 years. As current leases expire, we believe that we will be able either to obtain lease renewals, if desired, for present store locations, or to obtain leases for equivalent or better locations in the same general area. To date, we have not experienced difficulty in either renewing leases for existing locations or securing suitable leases for new stores. We believe that this leasing strategy enhances our flexibility to pursue various expansion and relocation opportunities resulting from changing market conditions.

The range of our store size allows us to target a particular location with the store size that we believe best suits that market. We operate stores primarily ranging from 7,000 to 11,500 square feet. In the future, we intend to concentrate on opening larger stores, generally ranging from 8,000 to 12,000 square feet. Our average store size has increased over the past eight years from 5,272 square feet in fiscal year 1998 to 9,200 square feet in fiscal year 2006, with an average size of new stores in fiscal year 2006 of 10,000 square feet. We plan to continue to expand the average size of our stores to increase our sales per store and take advantage of market opportunities.

More than two thirds of our stores have been newly opened, completely renovated or relocated in the last six years. We have spent an average of approximately $2.0 million on store renovations and relocations (including expansions) in each of the past three years. We believe that the current store network is in good condition and does not require material maintenance capital expenditures.

We are constantly adjusting our merchandise mix to increase profitability. As a result of the increase in the average size of our stores, we have been able to expand both the number of merchandise categories we offer and the number of products offered in each category. A typical store stocks approximately 4,700 SKUs, a significant increase from just five years ago. We analyze our products in inventory on a monthly basis for sales and profitability. Based on the results, we adjust our merchandise mix with a goal of optimizing profitability. Slower selling items are discontinued and quickly replaced.

We make our merchandise decisions based on our goal of offering the best value to our customers. Our stores offer a varied merchandise mix consisting of both consumables and semi-durables, which are sold primarily in individual or multiple units at a fixed price of $1.00. Despite the low price point, we have been successful at driving increases in average transaction size by modifying our merchandise mix based on consumer preferences and through the use of store layout and displays to encourage impulse purchases.

The actual selection of items offered in our stores at any one time varies. We have a core selection of consumable and semi-durable products such as household chemicals, paper and plastics, candy and food, and health and beauty care products that we target to have in stock at our stores continuously. Our larger stores carry a greater variety and quantity of consumable and semi-durable products than our smaller stores, particularly food, household chemicals, and health and beauty care products. In addition, we sell seasonal and impulse items and selected close-out merchandise to add variety and freshness to our core products and create an exciting shopping experience. Examples of seasonal goods include Easter gifts, summer toys, and Halloween and Christmas decorations. Our inventory includes both private label and nationally branded merchandise that we believe is good value and contributes to a consistent shopping experience designed to generate customer loyalty. We believe that despite the large selection of products bearing private label in our stores, there is still room to increase private label penetration.

Although our merchandise mix focuses on quality unbranded products, we offer a small number of close-out branded products to complement our selection, primarily in the candy and grocery category and health and beauty categories. Consistent with the focus of continuity of our product offering, both in national brands and house brands, close-out merchandise typically represent less than 1% of our sales. We believe that the consistency of our merchandise differentiates us from our U.S. counterparts, some of whom generate between 15% and 40% of their sales from close-out merchandise.

We purchase most of our merchandise through our centralized merchandising department. We purchase merchandise from wholesalers, manufacturers’ representatives, importers, barter companies, auctions, professional finders, and other retailers. Our strategy is to source merchandise directly from the lowest cost suppliers that meet our standards for quality. Our sourcing strategy balances imported merchandise and domestic products, which accounted for 60% and 40%, respectively, of our total volume in fiscal year 2006. Typically, products purchased from Canadian manufacturers are consumables that fall into the categories of cleaning supplies, groceries, confections, and greeting cards. We have been steadily increasing our purchases from foreign suppliers in recent years, including goods sourced directly from China, Denmark, Hong Kong, India, Indonesia, Italy, Malaysia, Panama, the Philippines, Taiwan, and the United States.

We believe that we are a leader in international sourcing for dollar store retail merchandise. We began developing relationships with overseas suppliers in 1993 and sourced more than 50% of our merchandise as a percentage of sales via our import operation directly from our global supplier base in fiscal year 2006. Through these relationships, we also develop the product design, packaging, and labeling concepts for our house brand and work in concert with the supplier partner selected to produce each item to ensure that the final product quality, design and packaging meet our exacting standards.

Our supply base is well diversified, with no single supplier accounting for more than 7% of our total purchases in fiscal year 2006. During fiscal year 2006, we purchased 20% of our merchandise from our top five suppliers, 32% of our merchandise from our top ten suppliers and approximately 50% of our merchandise from our top 25 suppliers. We buy products on an order-by-order basis and have no long-term purchase contracts or other assurances of continued product supply or guaranteed product cost. However, we have strong and long-standing relationships with our suppliers, including relationships with seven of our top ten suppliers for more than ten years and all of our top ten suppliers for more than seven years. The strength and duration of these relationships as well as our large purchasing volumes have enabled us to exert significant influence over merchandise price and quality. We also have the ability to source products from multiple alternative sources, in the event we ever need to do so.

We have been able to generate rapid growth without significant expenditures on marketing and promotions. We believe that this is primarily due to our strong brand name and success at selecting locations with high traffic and ease of accessibility. Although we experience immaterial retail markdowns of inventory due to both the nature of our inventory and our business model, in light of the $1.00 price point on all merchandise, there are generally no sales or markdowns to advertise.

Advertising is employed almost exclusively for new store openings. We promote new store openings using a selection of media, which may include radio, local newspapers, circulars, and television. The new store advertising campaign may last from one to two weeks, depending on the store location. The average marketing budget for a new store openings in fiscal year 2006 ranged from $300 to $6,000 depending on the market.

Our warehousing and distribution facilities consist of two warehouses and a distribution center, all three of which are indirectly owned by certain members of the Rossy family, and are subject to long-term lease agreements. See “Certain Relationships and Related Party Transactions—Real Property Leases.” The table below describes our warehousing and distribution facilities.

The two warehouses are primarily used for foreign goods inventory, while most domestic goods are delivered directly to the distribution center (excluding products delivered directly to the stores). We warehouse and distribute approximately 88% of our merchandise through the three facilities. The merchandise is then transported to our stores by outside contractors. The remaining 12% of our merchandise is shipped by the suppliers directly to the stores. Examples of items shipped directly to stores by our suppliers include greeting cards and food. Of the suppliers that ship direct, a limited number (such as Coca Cola, Pepsi, and greeting card manufacturers) also work together with the store manager to manage inventory for the store.

As a result of our rapid past growth, our warehouses and distribution center currently have little excess capacity. We have established a temporary facility to address this capacity issue. We estimate that, as of January 31, 2006, our warehousing and distribution system had the capacity to support sales ranging from $850 million to $900 million per year. Our sales during the year ended January 31, 2006 were $743.3 million. We expect to increase our warehouse capacity in the greater Montreal area and to add new warehouse and distribution infrastructure to facilitate our geographic expansion to western Canada. In fiscal year 2007, we will open a new distribution center allowing us to serve a total of approximately 600 stores.

We face competition in both the acquisition of inventory and sale of merchandise from variety and discount stores, mass merchandisers such as Wal-Mart, and, to a lesser extent, other fixed price retailers. Our main competitors in the Canadian dollar store market are multi-outlet companies, such as Buck or Two, Dollar Giant, Dollar Plus Stores, Dollar Store With More, Everything For a Dollar, and Great Canadian Dollar. Because most of our competitors are franchise operations, we are the only significant owner of dollar stores in the Canadian market. As of January 31, 2006, we directly operated 398 stores. We believe each of our other Canadian dollar store competitors had significantly fewer stores in their networks, most of which we believe were not company-operated. We also face potential competition from U.S. fixed price retailers such as Dollar Tree, who face no significant economic barriers to entering the Canadian market.

Despite our size and growth and the size and growth of our main competitors, the dollar store segment remains fragmented, including many small “mom and pop” operated dollar stores. These stores are typically smaller (often less than 3,500 square feet), do not offer the same breadth or quality of merchandise and, therefore, we do not compete in the same segment of the market as the multi-outlet dollar stores.

Some of our main competitors in the retail environment may have greater financial resources and buying power than we do. Our ability to compete will depend on many factors, including the success of our sourcing and our ability to resell our merchandise at lower prices than our competitors. We may face intense competition in the future from new entrants in the dollar store or discount retail industries, among others, and such competition could have an adverse effect on our business and results of operations.

As of January 31, 2006, we had approximately 7,384 retail employees, including full-time, part-time, and temporary employees. We also employed 130 head office employees. In addition, we hire seasonal employees during the busy Christmas, Valentine’s Day, and Easter seasons. None of our employees is a party to a collective bargaining agreement or represented by a labor union.

We rely on trademark laws to protect certain aspects of our business. We rely on a combination of registered and unregistered trademark rights to protect our position as a branded company with strong name recognition. We use the registered trademark Dollarama^®.

Monitoring the unauthorized use of our intellectual property is difficult, and the steps we have taken may not prevent unauthorized use by others. The failure to adequately build, maintain and enforce our intellectual property portfolio could impair the strength of our brands.

We are controlled by our general partner, Dollarama Group GP Inc., which is ultimately controlled by affiliates of Bain Capital. The following table sets forth information regarding the executive officers and directors of Dollarama Group GP Inc., the general partner of Dollarama Group L.P. and Dollarama Corporation.

Larry Rossy has been with us since 1965 and has been our Chief Executive Officer since 1981. He is also a member of our board of directors. In 1992, Mr. Rossy made the strategic decision to convert to the “dollar store” concept. Since that time, Mr. Rossy’s principal focus has been on the expansion of the Dollarama retail network. In addition to overseeing the organization, Mr. Rossy is directly responsible for new store development and site selection. Mr. Rossy serves as a director of Colart Design Inc. and Confection Courcel Inc.

Robert Coallier has been our Chief Financial Officer since August, 2005. Since 2000, Mr. Coallier has held various positions at the Molson Coors Brewing Company, including its chief financial officer and its global chief business development officer. Prior to joining Molson, from 1996 to 2000, Mr. Coallier was vice president and chief financial officer of C-Mac Industries, Inc., an electronics manufacturer. Mr. Coallier serves as a director of Quebecor World Inc. and is also a member of different committees.

Neil Rossy has been with us since 1992 and is currently our Senior Vice President, Merchandising. He is also a member of our board of directors. Mr. Rossy is responsible for merchandising, overseeing the graphic design staff responsible for creating our house brands, and conducting special projects such as head office/warehouse construction and store fixture design.

Leonard Assaly has been with us since 1973 and is currently our Senior Vice President, Information Technology and Logistics. Mr. Assaly is responsible for our information technology systems and a variety of internal operations. He oversees and executes the development and implementation of retail software applications and our intranet and extranet.

Alan Rossy has been with us since 1988 and is currently our Senior Vice President, Store Operations. Mr. Rossy is responsible for store merchandising and the layout thereof, the management of district supervisors and store managers, advertising, and our Security and Loss Prevention program.

Gregory David has been our Senior Vice President, Business Development since 2003 and is a member of our board of directors. Mr. David is responsible for strategy and non-retail operations. Prior to joining our company, Mr. David was a financial and strategic advisor to private and public companies. Previously, he worked at Claridge Inc. from 1998 to 2000 and at McKinsey & Co. from 1996 to 1998.

Geoffrey Robillard has been the President of Aris Import Inc., a wholly-owned subsidiary of ours, since November 2004. From 1973 to November 2004, Mr. Robillard was President of 9148-7264 Québec Inc. (formerly known as Aris Import Inc.), which was at that time a major distributor for imports from overseas. Mr. Robillard became an officer of Aris Import Inc. when we acquired the assets of 9148-7264 Québec Inc. as part of the Acquisition. He is responsible for our import division and manages a team that sources product internationally, evaluates supplier’s offers and samples, and works with our buyers to choose merchandise. He handles pricing negotiations and quality control issues with import suppliers. He also coordinates all import delivery logistics, duties, and customs.

Matthew Levin is a member of our board of directors. He is a managing director at Bain Capital Partners. Prior to joining Bain Capital Partners in 1992, Mr. Levin was a consultant at Bain & Company, where he consulted in the consumer products and manufacturing industries. He serves as a director of several corporations, including Bombardier Recreational Products Inc. and Unisource.

Joshua Bekenstein is a member of our board of directors. He is a managing director at Bain Capital Partners. Prior to joining Bain Capital Partners in 1984, Mr. Bekenstein spent several years at Bain & Company, where he was involved with companies in a variety of industries. Mr. Bekenstein serves as a director of several corporations, including Bombardier Recreational Products Inc., Shoppers Drug Mart, Waters Corporation, and Bright Horizons Family Solutions.

Todd Cook is a member of our board of directors. He is a principal of Bain Capital Partners since 1996. Prior to joining Bain Capital Partners, Mr. Cook was a consultant at Bain & Company.

Nicholas Nomicos is a member of our board of directors. He also served as our Interim Chief Financial Officer from November 2004 to August 2005. Mr. Nomicos is an executive vice president at Bain Capital Partners. Prior to joining Bain Capital, Mr. Nomicos held several senior corporate and division management positions at Oak Industries Inc. Previously, Mr. Nomicos was a manager at Bain & Company. He serves as a director of several corporations, including Bombardier Recreational Products Inc. and Burlington Coat Factory Warehouse Corporation.

Some of the directors and officers are related to each other. Specifically, Larry Rossy is Neil Rossy’s father, and a cousin of each of Leonard Assaly and Alan Rossy.

The members of our board of directors are not separately compensated for their services as directors, other than reimbursement for out-of-pocket expenses incurred in connection with rendering such services.

The following table provides information concerning the compensation of our Chief Executive Officer and our five most highly compensated executive officers for the fiscal year ended January 31, 2006. We refer to such officers throughout this prospectus as our named executive officers.

The following table sets forth grants of options to subscribe for common shares and class B preferred shares in the capital of our parent to each of our named executive officers during the fiscal year ended January 31, 2006.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

The following table provides information concerning each exercise of stock options (or tandem SARs) and freestanding SARs during the last completed fiscal year by each of the executive officers specified and value at January 31, 2006 of unexercised options and SARs on an aggregated basis.

Each of the named executive officers entered into an executive employment agreement with Dollarama L.P., a wholly-owned subsidiary of ours. Except for Mr. Coallier, each of the executive employment agreements is for a term of five years from the date of the agreement (October 4, 2004, in the case of Messrs. Larry Rossy, Alan Rossy, Neil Rossy and Leonard Assaly, November 18, 2004, in the case of Mr. Geoffrey Robillard). The executive employment agreement for Mr. Coallier, dated August 15, 2005, is for an indefinite term.

If we terminate the employment of any of these named executive officers (other than Mr. Robillard), other than for cause or if he resigns on the grounds of constructive termination, we will pay to him an amount equal to (i) his base salary earned but not paid through the date of termination, (ii) any unreimbursed business expenses, (iii) any unpaid bonus compensation already awarded on the date of termination, (iv) the portion of his annual bonus earned for the fiscal year in which he is terminated, and (v) conditional on his fulfillment of the remainder of his contractual obligations to us, 24 months of his base salary, unless, in the case of termination for cause, we give the executive officer 24 months written notice of termination.

If we terminate Mr. Robillard other than for cause, conditional on his fulfillment of the remainder of his contractual obligations to us, we will pay to him an amount equal to (i) $1.0 million as an indemnity of notice of termination and (ii) $2.0 million in consideration of the non-competition covenant in the executive employment agreement, in each case over a period of three years in equal quarterly installments. If Mr. Robillard resigns on

the grounds of constructive termination, we will pay to him an amount equal to (i) his base salary earned but not paid through the date of termination, (ii) any unreimbursed business expenses, (iii) any unpaid bonus compensation already awarded on the date of termination, (iv) the portion of his annual bonus earned for the fiscal year in which he is terminated, and (v) conditional on his fulfillment of the remainder of his contractual obligations to us, (A) $1.0 million as an indemnity of notice of termination and (B) $2.0 million in consideration of the non-competition covenant in the executive employment agreement, in each case over a period of three years in equal quarterly installments.

Under the executive employment agreements, each named executive officer has agreed to certain non-competition, non-solicitation of employees, and non-solicitation of suppliers covenants for three years, in the case of Mr. Robillard, or twenty-four months, in the case of all other named executive officers, after termination of employment with us for any reason. Each named executive officer has also agreed to a loyalty covenant during his employment with us.

In addition to his executive employment agreement, on August 15, 2005 Robert Coallier and Dollarama Capital Corporation executed an agreement which provides that, if, as of the date of the termination of Mr. Coallier’s employment (for reasons other than “Cause” (as defined in his executive employment agreement) or voluntary resignation), an initial underwritten public offering of common shares of our parent has occurred and our parent’s current securityholders do not in the aggregate own securities representing more than 50% of the voting or economic power of our parent, and representatives of our parent’s current securityholders do not represent the majority of the directors on our parent’s board of directors, then certain of the options granted to Mr. Coallier shall vest and become exercisable immediately.

Upon consummation of the Acquisition, our parent adopted a management option plan for our employees, managers and directors. The purpose of the option plan is to advance the interests of our parent and its subsidiaries by enhancing their ability to attract and retain employees, managers and directors, to reward such individuals for their contributions and to encourage such individuals to take into account the long-term interests of the group through their participation in our parent’s share capital by receiving common shares and class B preferred shares. The option plan is administered by the board of directors of our parent and such board has the sole and complete authority to, inter alia, determine the individuals to whom options may be granted, and grant options in such amounts and, subject to the provisions of the option plan, on such terms and conditions as it determines.

Under the option plan, the board of directors of our parent may grant options to our directors, officers, full-time and part-time employees, provided the aggregate number of common shares and class B preferred shares issued under the option plan does not exceed 13,500,000 and 27,000,000, respectively.

The options granted under the option plan are granted in three tranches of options to purchase common shares and class B preferred shares of our parent. The tranche A options vest in equal installments over five years. The tranche B and tranche C options become eligible to vest in equal installments over five years and, provided certain financial thresholds are met, become exercisable upon the occurrence of a change of control transaction or an initial public offering. The tranche B and tranche C options not eligible to vest upon the occurrence of a change of control transaction or an initial public offering shall thereafter automatically vest and become exercisable as they become eligible to vest in equal installments over the five-year period.

Once granted, the right to exercise options will expire on the earliest to occur of the following: (a) ten years from the date of grant, (b) 365 days from the date of the optionee’s death, (c) 90 days from the date of the optionee’s disability or retirement, and (d) 30 days from the termination of the optionee’s employment or term in office without cause.

Where an optionee’s employment or term in office terminates by reason of termination for cause or voluntarily resignation by the optionee, then any options held by such optionee, whether or not exercisable as at the date of termination, immediately expire and are cancelled on such date or at a time as may be determined by the board of directors of our parent, in its sole discretion.

We support the Dollarama L.P. Pension Plan. The purpose of the pension plan is to advance the interests of our parent and its subsidiaries by enhancing their ability to attract and retain employees, managers and directors and to give employees a way to automatically save money for retirement. As prescribed by law, a pension plan committee administers the pension plan. The committee includes an independent advisor.

Under the pension plan, a pre-determined amount is deducted from such employees salary and deposited into the pension fund. Each week, Dollarama L.P. will also contribute up to a maximum of the amount equal to 3% of an employee’s weekly salary to such employee’s pension fund. So long as an employee is an employee of Dollarama L.P., such employee may not make withdrawals from the pension plan. If an employee’s employment with Dollarama L.P. terminates and such employee has been contributing to the plan for 2 years or less, then Dollarama L.P. will return the amount that the employee has contributed, plus interest, to such employee. If an employee’s employment with Dollarama L.P. terminates then the entire value of such employee’s plan, including the contributions of Dollarama L.P., will be transferred to a “locked in” registered retirement fund of the employee’s choice, as required by law.

In connection with the Acquisition, we entered into a management agreement with Bain Capital Partners, pursuant to which it provides various consulting and management advisory services to us. The management agreement has an initial term of five years, with automatic successive one-year extensions unless terminated by Dollarama Capital Corporation upon notice given at least 60 days prior to the expiration of any term. Pursuant to the management agreement, we paid to Bain Capital Partners approximately $10.2 million in connection with the structuring of the debt financing in connection with the Acquisition, in addition to expenses incurred in connection therewith. In addition, we will pay to it an annual management fee of up to $3.0 million in exchange for the ongoing management services that it provides under the management agreement, together with all reasonable expenses incurred in connection therewith. Subject to the approval of the disinterested directors of our parent, we will pay to it an additional fee of up to 1% of the gross transaction value for advisory services it provides in connection with any financing, acquisition, or disposition transaction involving our parent or any of its subsidiaries. The indenture permits us to amend the management agreement to pay a “termination fee” to Bain Capital Partners of up to $7.5 million. For the combined twelve months of fiscal year 2005 and fiscal year 2006, we incurred management fees of $0.6 million and $3.0 million, respectively, pursuant to such arrangements.

In connection with the Acquisition, our parent entered into a securityholders agreement, with an affiliate of funds managed by Bain Capital Partners, the sellers and Larry Rossy, Neil Rossy, Alan Rossy, and Leonard Assaly. The securityholders’ agreement provides for voting agreements with respect to certain governance matters, including the election of the members of the board of directors of our parent, and specific stockholder rights. Pursuant to the securityholders agreement, each holder of the shares of equity securities of our parent agrees to cast all of its votes and to take all other necessary action to elect as members of the board of directors the chief executive officer of our parent, two individuals designated by the majority sellers (as defined in the securityholders agreement), and other individuals designated by the majority investors (as defined in the securityholders agreement), subject to certain restrictions. The parties have also agreed to certain transfer restrictions with respect to the shares that they hold and will have both tag along rights and drag along rights in the event of transfers of such shares. In addition, the securityholders agreement grants to holders of our parent’s equity securities participation rights in connection with future issuances of equity securities, as well as demand and incidental registration rights in respect of their shares of our parent’s equity securities.

As part of the Acquisition, our parent entered into an initial investor subscription agreement with affiliates of funds managed by Bain Capital Partners, pursuant to which, among other things, such affiliates subscribed for, and our parent issued to such affiliates, a senior subordinated note in the amount of $50.0 million due May 31, 2016 and a junior subordinated note in the amount of approximately $199.3 million due November 30, 2019. The senior subordinated note was bearing interest at 2.875% per quarter, as adjusted from time to time to cause the interest rate, net of the aggregate amount of taxes attributable directly or indirectly to such interest, to equal 2.5%, and was paid in arrears on the last business day of each February, May, August, and November. The junior subordinated note bears interest at a rate of 3.075% per quarter, as adjusted from time to time to cause the interest rate, net of the aggregate amount of taxes attributable directly or indirectly to such interest, to equal 2.7%, and is paid in arrears on the last business day of each February, May, August, and November.

Our debt agreements currently permit us to distribute cash to our parent to pay interest on the outstanding senior and junior subordinated notes. Pursuant to a continuing investor subscription agreement, also entered into as part of the Acquisition among our parent and an affiliate of funds managed by Bain Capital Partners, such affiliate agreed to use, or cause one or more of its subsidiaries to use, the amount of the interest paid on the then currently outstanding senior and junior subordinated notes net of the aggregate amount of taxes attributable directly or indirectly to such interest to purchase additional senior and junior subordinated notes and equity

securities of our parent, in each case, in proportion to the aggregate notes and equity then outstanding. If the cash required to pay the interest on the senior and junior subordinated notes is distributed by us to our parent, the proceeds of such reinvestment are then reinvested by our parent in additional partnership units in Dollarama Holdings L.P., which in turn reinvests such proceeds in additional partnership units of Dollarama Group L.P.

As part of the Refinancing, we made a cash distribution to our parent, which, in turn, used the cash to repay the principal amount of the senior subordinated notes. The indenture governing the notes offered August 12, 2005 permitted this distribution of cash to our parent to prepay the senior subordinated notes and allows us to continue to distribute cash to our parent in accordance with the foregoing procedure with respect to the outstanding junior subordinated notes.

Of our 398 existing store locations as at January 31, 2006, we currently lease all stores from unaffiliated third parties, except 11 stores and our three warehousing and distribution facilities leased directly or indirectly from members of the Rossy family, pursuant to long-term lease agreements. Rental expenses associated with these related-party leases in fiscal year 2004, combined twelve months 2005, and fiscal year 2006 were approximately $3.6 million, $3.9 million, and $5.1 million, respectively.

Prior to the Acquisition, substantially all overseas purchases were made from Aris Import Inc., the distributor used by the predecessor for imports overseas. The predecessor was Aris Import Inc.’s only customer. Immediately prior to the Acquisition, our predecessor acquired the assets of Aris Import Inc. As a result, the financial results of the successor presented herein include the results of Aris Import Inc. With respect to the period prior to the Acquisition, Aris Import Inc. met the criteria for being a Variable Interest Entity under FIN 46R and accordingly, its results were consolidated with those of the predecessor in the US GAAP reconciliation included in the notes to the combined financial statements of the predecessor included elsewhere in this prospectus.

Prior to the Acquisition, management fees and interest were paid to related companies ultimately controlled by our minority shareholder. No such payments were made subsequent to the Acquisition.

Our parent owns all of the outstanding shares of the general partner of Dollarama Holdings L.P. and, together with such general partner, owns all of the partnership units of Dollarama Holdings L.P., which in turn owns all of the outstanding shares of our general partner and, together with such general partner, owns all of our partnership units. Our parent’s authorized share capital consists of an unlimited number of common shares, an unlimited number of class A preferred shares and an unlimited number of class B preferred shares, all without par value.

Common Shares. Each common share entitles the holder thereof to one vote at any meeting of shareholders. The holders of common shares are entitled to receive dividends as and when declared by the board of directors of our parent and subject to the rights attaching to the class A preferred shares and the class B preferred shares, on liquidation, are entitled to receive the remaining assets of parent.

Class A Preferred Shares. The class A preferred shares do not carry voting rights and holders of the class A preferred shares are not entitled to receive any dividends. On liquidation, the holders of class A preferred shares are entitled to receive, ratably with the holders of class B preferred shares and in priority to any payment or distribution in respect of the common shares, an amount per share equal to the class A redemption price as of such date calculated in accordance with the articles of parent.

Class B Preferred Shares. The class B preferred shares do not carry voting rights and holders of the class B preferred shares are not entitled to receive any dividends. On liquidation, the holders of class B preferred shares are entitled to receive, ratably with the holders of class A preferred shares and in priority to any payment or distribution in respect of the common shares, an amount per share equal to the class B redemption price as of such date calculated in accordance with the articles of parent. In addition, one or more holder or holders of class B preferred shares holding a majority of the class B preferred shares issued and outstanding, subject to Dollarama Investment II L.P.’s overriding call right, is or are entitled to require parent to retract all of the then issued and outstanding class B preferred shares for an aggregate amount equal to the class B redemption price as of such time, determined in accordance with the articles of parent, which retraction price shall be fully paid and satisfied by the delivery by or on behalf of parent of units of Dollarama Investment II L.P.

The following table provides information as of May 15, 2006 with respect to the beneficial ownership of the equity interests of Dollarama Capital Corporation by (i) each holder known by us who beneficially owns 5% or more of the outstanding equity interests of our parent, (ii) each of the members of the board of directors of our parent, (iii) each of our named executive officers, and (iv) all of the members of the board of directors of our parent and our executive officers as a group. Unless otherwise indicated in a footnote, the business address of each person is our corporate address:

The following is a summary of the material terms of our senior secured credit facility, as amended.

Our senior secured credit facility provides for senior secured financing, consisting of:

As of January 31, 2006, we had an aggregate $392.0 million outstanding under our senior secured credit facility, including, $0 outstanding under our revolving credit facility, $114.0 million outstanding under our term loan A facility, and $278.0 million outstanding under our term loan B facility.

In addition, we may, under certain circumstances and subject to receipt of additional commitments from existing lenders or other eligible institutions, request additional term loan tranches or increases to the revolving loan commitments by an aggregate amount of up to $150.0 million (or the U.S. dollar equivalent thereof).

The interest rates per annum applicable to the loans under our senior secured credit facility, other than swingline loans, equal an applicable margin percentage plus, at our option, (1) in the case of U.S. dollar denominated loans, (a) a U.S. base rate equal to the greater of (i) the rate of interest per annum equal to the rate which Royal Bank of Canada establishes at its main office in Toronto from time to time as the reference rate of interest for U.S. dollar loans made in Canada and (ii) the federal funds effective rate (converted to a rate based on a 365 or 366 day period, as the case may be) plus 1.0% per annum or (b) the rate per annum equal to the rate determined by Royal Bank of Canada to be the offered rate that appears on the page of the Telerate screen 3750 that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. dollars for an interest period chosen by us of one, two, three, or six months (or, if available to all applicable lenders, nine or 12 month periods) and (2) in the case of Canadian dollar denominated loans, a Canadian prime rate equal to the greater of (i) the rate of interest per annum equal to the rate which Royal Bank of Canada establishes at its main office in Toronto from time to time as the reference rate for Canadian dollar loans made in Canada and (ii) the rate per annum determined as being the arithmetic average of the rates quoted for bankers’ acceptance for the appropriate interest period as listed on the applicable Reuters Screen page (plus 0.10% for certain lenders) plus 1.0% per annum.

Swingline loans bear interest at the interest rate equal to Canadian prime rate loans plus an applicable margin percentage. The applicable margin percentage is 2.25% for adjusted LIBOR rate loans and 1.25% for U.S. base rate loans. The applicable margin percentage for Canadian dollar denominated loans is subject to adjustment based upon the level of our total lease-adjusted leverage ratio. At January 31, 2006, the applicable margins were 1.25% for Canadian prime rate loans and 2.25% for bankers’ acceptances. On the last day of each calendar quarter, we also pay a commitment fee (calculated in arrears) to each revolving credit lender in respect of any unused commitments under the revolving credit facility, subject to adjustment based upon the level of our total lease-adjusted leverage ratio.

Beginning with a first installment on April 30, 2005, our senior secured credit facility requires scheduled quarterly payments on (1) the U.S. dollar denominated term loans in an amount of 0.25% (calculated as of the date such loans were made) of the original U.S. dollar denominated term loans, with the balance paid at maturity of the U.S. term loan facility and (2) the Canadian dollar denominated term loans in an amount initially equal to 1.25% (increasing on each subsequent April 30 by 1.25%) of the original Canadian dollar denominated term loans, with the balance paid at maturity of the Canadian term loan facility.

Subject to certain exceptions, the senior secured credit facility requires us to prepay outstanding term loans with:

Proceeds required to prepay in full the loans are first applied to the Canadian dollar denominated term loan facility with the remaining proceeds thereafter applied to the U.S. dollar denominated term loan facility.

Prior to the fifth anniversary of the closing, all mandatory prepayments and scheduled amortization payments of the U.S. dollar denominated term loans are limited in aggregate amount to 25% of the original principal amount of the U.S. dollar denominated term loans borrowed under the senior secured credit facility (with a catch-up payment following the fifth anniversary of the closing date).

Voluntary prepayments of loans under our senior secured credit facility and voluntary reductions of revolving loan commitments are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to adjusted LIBOR rate loans and bankers’ acceptances.

The obligations under our senior secured credit facility are guaranteed by our parent and all of our existing and future subsidiaries (except for unrestricted subsidiaries as defined in the credit facility) and secured by a perfected security interest in substantially all of our assets and assets of our direct and indirect restricted subsidiaries that are guarantors, in each case, now owned or later acquired, including a pledge of all of our capital stock and the capital stock of each of our direct and indirect restricted subsidiaries.

Our senior secured credit facility includes restrictive covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries, to, among other things:

In addition, our senior secured credit facility also requires us to comply on a quarterly basis with certain financial covenants, including:

These financial covenants become more restrictive over time. Our senior secured credit facility also contains certain customary affirmative covenants.

The senior secured credit facility contains customary events of default, in each case, with customary and appropriate grace periods and thresholds, including, but not limited to:

If an event of default occurs and is continuing, the lenders under our senior secured credit facility are entitled to take various actions, including the acceleration of amounts due under our senior secured credit facility and all actions permitted to be taken as a secured creditor.

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “Company” refers only to Dollarama Group L.P., a limited partnership formed under the laws of Québec and not to any of its Subsidiaries and “DC” refers only to Dollarama Corporation, a corporation organized under the laws of New Brunswick and a Wholly Owned Subsidiary of the Company.

The Company and DC (together, the Company and DC are referred to as the “Co-Issuers”) issued notes (the “Notes”) under an indenture dated as of August 12, 2005 (the “Indenture”), among the Co-Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture complies with the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Registration Rights Agreement referred to under the heading “Registered Exchange Offer; Registration Rights” sets forth rights you have to require us to register your notes with the Securities and Exchange Commission.

The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the Notes. A copy of the Indenture is available upon request to the Company at the address indicated under “Available Information.”

The registered holder of any Note will be treated as the owner of it for all purposes.

The Co-Issuers issued the Notes with a maximum aggregate principal amount of U.S.$200.0 million. Subject to the Company’s compliance with the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” the Co-Issuers will be permitted to issue an unlimited principal amount of additional Notes (the “Additional Notes”) at later dates under the same Indenture. The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of Notes,” references to the Notes include any Additional Notes actually issued. Any Additional Notes that the Co-Issuers issue in the future will be identical in all respects to the Notes that the Co-Issuers are issuing now, except that Additional Notes issued in the future may have different issuance prices and will have different issuance dates. The Co-Issuers will issue Notes only in fully registered form without coupons, in denominations of U.S.$1,000 and integral multiples of U.S.$1,000.

Interest on the Notes accrues at a rate of 8.875% per annum and is payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2006. The Co-Issuers will pay interest to those persons who were Holders of record on the February 1 or August 1 immediately preceding each Interest Payment Date.

Interest on the exchange Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Solely for the purpose of providing disclosure required by the Interest Act (Canada), the annual rate of interest that is equivalent to the rate payable on the Notes shall be the rate payable multiplied by the actual number of days in the year divided by 360.

(2) one of the registration statements referred to above is not declared effective on a timely basis;

(3) the exchange offer referred to above is not consummated on a timely basis or the resale shelf registration statement referred to above is not declared effective on a timely basis; or

(4) certain other conditions are not satisfied as described under “Registered Exchange Offer; Registration Rights.”

Any interest payable as a result of any such increase in interest rate is referred to as “Additional Interest” and all references to interest in this description include, Additional Interest.

You should refer to the description under the heading “Registered Exchange Offer; Registration Rights” for a more detailed description of the circumstances under which the interest rate will increase.

The payment of principal of, premium, if any, interest on, and all other amounts payable in respect of, the Notes, and payment under any Guarantee, is subordinated in right of payment to the payment when due in cash of all Senior Debt of the Co-Issuers or the relevant Guarantor Senior Debt, as the case may be. As a result of this subordination, holders of Senior Debt or Guarantor Senior Debt, as the case may be, will be entitled, in any of the following situations, to receive full payment in cash on all obligations owed to them before any kind of payment can be made to holders of the Notes:

As of January 31, 2006, the Co-Issuers and the Guarantors on a consolidated basis had $650.9 million of Senior Debt and Guarantor Senior Debt (excluding unused commitments made by lenders), including the fair value of all swap agreements.

All of the operations of the Company are conducted through its Subsidiaries. Therefore, the Co-Issuers’ ability to service their debt, including the Notes, is dependent upon the cash flows of the Company’s Subsidiaries and, to the extent they are not Guarantors, their ability to distribute those cash flows as dividends, loans or other payments to the Co-Issuers. Certain laws restrict the ability of the Company’s Subsidiaries to pay it dividends or make loans and advances to it. If these restrictions are applied to Subsidiaries of the Company that are not Guarantors, then the Co-Issuers would not be able to use the cash flows of those Subsidiaries to make payments on the Notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other

similar laws could invalidate the Guarantees. If this were to occur, the Company would also be unable to use the cash flows of these Guarantors to the extent they face restrictions on distributing funds to the Company. Any of the situations described above could make it more difficult for the Company to service its debt.

In addition, the Company only has an equity claim in the assets of its Subsidiaries. This equity claim is junior to the claims that creditors of the Company’s Subsidiaries have against those Subsidiaries. Holders of the Notes will only be creditors of the Co-Issuers and those Subsidiaries of the Company that are Guarantors. In the case of Subsidiaries of the Company that are not Guarantors (other than DC), all the existing and future liabilities of those Subsidiaries, including any claims of trade creditors and preferred equityholders, will be effectively senior to the Notes.

The Notes and the Guarantees are unsecured obligations of the Co-Issuers and the Guarantors, respectively. Secured Debt of the Co-Issuers and the Guarantors, including their respective obligations under the Senior Credit Agreement, are effectively senior to the Notes and the Guarantees to the extent of the value of the assets securing such Indebtedness, as well as by virtue of its ranking in the case of Indebtedness that constitutes Senior Debt or Guarantor Senior Debt, as the case may be.

As of January 31, 2006, the outstanding secured Indebtedness of the Co-Issuers and the Guarantors (excluding unused commitments made by lenders) was $423.1 million, including the fair value of all swap agreements.

In addition, under Québec law, certain claims, including without limitation claims of the State for amounts due under fiscal laws and claims for taxes due to municipalities and school boards, are prior claims which are paid in priority to the claims of the other creditors of the debtor, including hypothecary creditors. Similarly, under Canadian bankruptcy law, there are preferred claims (including salaries due to the debtor’s employees, municipal taxes, and unremitted deductions at source) which are paid after the secured creditors but before the unsecured creditors.

The Co-Issuers may not pay principal of, or premium, if any, interest, including Additional Interest, if any, on, or any other amounts payable in respect of, the Notes, or make any deposit in respect of the Notes pursuant to the provisions described under “—Satisfaction and Discharge” or “—Legal Defeasance and Covenant Defeasance,” and may not repurchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”), if:

any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid within any applicable grace period (including at maturity), unless

provided, however, that the Co-Issuers may pay the Notes without regard to the foregoing if the Co-Issuers and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt.

During the continuance of any default (other than a payment default described above) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Co-Issuers may not pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Co-Issuers and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) and ending 179 days thereafter, unless such Payment Blockage Period is earlier terminated by written notice to the Trustee and the Co-Issuers from the Representative that gave such Payment Blockage Notice:

Unless the holders of such Designated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, the Co-Issuers may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Notes after the end of such Payment Blockage Period.

Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period.

Upon any payment or distribution of the assets of the Co-Issuers upon a total or partial liquidation, dissolution or winding up of the Co-Issuers or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Co-Issuers or their Property or upon an assignment for the benefit of creditors or marshalling of assets and liabilities:

(a) the holders of Senior Debt will be entitled to receive payment in full in cash before the holders of the Notes are entitled to receive any payment of principal of, or interest, including Additional Interest, if any, on, or any other amount payable to Holders in respect of the Notes; and

(b) until the Senior Debt is paid in full in cash, any distribution to which holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of the Senior Debt.

If a payment or distribution is made to holders of Notes or the Trustee for the benefit of the holders of Notes that, due to the subordination provisions, should not have been made to them, such holders or the Trustee will be required to hold it in trust for the holders of Senior Debt and pay it over to them as their interests may appear.

If payment of the Notes is accelerated when any Designated Senior Debt is outstanding, the Co-Issuers may not pay the Notes until three Business Days after the Representatives of all issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Notes only if the Indenture otherwise permits payment at that time.

The Guarantee of each Guarantor is subordinated to Guarantor Senior Debt of such Guarantor to the same extent and in the same manner as the Notes are subordinated to Senior Debt.

Because of the Indenture’s subordination provisions, holders of Senior Debt or Guarantor Senior Debt may recover disproportionately more than the holders of the Notes recover in a bankruptcy or similar proceeding relating to the Co-Issuers or a Guarantor. In such a case, there may be insufficient assets, or no assets, remaining to pay the principal of or interest on the Notes.

Payment from the money or the proceeds of U.S. Government Obligations held in any trust pursuant to the provisions described under “—Satisfaction and Discharge” and “—Legal Defeasance and Covenant Defeasance” and payments received pursuant to Permitted Junior Securities will not be subject to the subordination provisions described above.

See “Risk Factors—Risks Related to the Notes—Your right to receive payments on the notes is junior to our existing and future senior indebtedness,” “—Applicable statutes allow courts, under specific circumstances, to void the subsidiary guarantees of the notes” and “Description of Senior Secured Credit Facility.”

The obligations of the Co-Issuers under the Indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated, unsecured basis, by all the existing and certain future Domestic Restricted Subsidiaries of the Company. See “Certain Covenants—Additional Guarantees.” The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. The Guarantors currently generate substantially all of the Company’s revenue.

Each Guarantor may consolidate with or merge into or sell its assets to a Co-Issuer or another Guarantor without limitation, or with, into or to any other Persons upon the terms and conditions set forth in the Indenture. See “—Merger, Amalgamation, Consolidation or Sale of Assets.” The Guarantee of a Guarantor will be released upon:

(a) (x) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Restricted Subsidiary) and (y) the release of such Guarantor from its guarantee, if any, of, and all pledges and security, if any, granted in connection with the Senior Credit Agreement and any other Indebtedness of the Co-Issuer or any Restricted Subsidiary;

(b) the designation by a Co-Issuer of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture described under “—Certain Covenants—Restricted Payments” and the definition of “Unrestricted Subsidiary;”

(c) in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to the covenant described under “—Certain Covenants—Additional Guarantees,” the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Co-Issuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; provided, that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under the covenant “—Incurrence of Indebtedness and Issuance of Preferred Stock” unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under the second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

(d) the exercise by a Co-Issuer of its legal defeasance option or its covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or the discharge of the Co-Issuer’s obligations under the Indenture in accordance with the terms of the Indenture.

Except as set forth below, the Notes will not be redeemable at the option of the Co-Issuers prior to August 15, 2009. Starting on that date, the Co-Issuers may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, including Additional Interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). The following prices are for Notes redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

At any time prior to August 15, 2009 the Co-Issuers may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture at a redemption price equal to the greater of:

(b) the sum of the present values of (1) the redemption price of the Notes on August 15, 2009 and (2) the remaining scheduled payments of interest from the redemption date through August 15, 2009, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 50 basis points;

plus, in either case, accrued and unpaid interest, including Additional Interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

Any notice to holders of Notes of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date.

In addition, at any time and from time to time, prior to August 15, 2008, the Co-Issuers may redeem up to a maximum of 35% of the aggregate principal amount of the Notes with the proceeds of one or more Equity Offerings, at a redemption price equal to 108.875% of the principal amount thereof, plus accrued and unpaid interest, including Additional Interest, thereon, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes remains outstanding. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.

The Co-Issuers also may at any time redeem all, but not less than all, of the outstanding Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption if the Co-Issuers have become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of:

(1) any change in or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or

(2) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations,

which change or amendment is or was announced or effective after the Issue Date.

The Indenture provides that payments made by either Co-Issuer or any Guarantor under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, interest, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (“Taxes”), unless such Co-Issuer or Guarantor is required to withhold or deduct Taxes under Canadian law or by the interpretation or administration thereof. If either Co-Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes, such Co-Issuer or Guarantor will pay to each holder of Notes that are Outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a holder (an “Excluded Holder”) in respect of a beneficial holder:

(1) with which such Co-Issuer or Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;

(2) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere holding of the Notes or the receipt of payments thereunder;

(3) which presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) the date on which the full amount payable has been received by

the Trustee and notice to that effect has been given to the Holders of Notes by the Trustee, except to the extent that such Holder of Notes would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period;

(4) which, despite being required by law, failed to comply with a timely request of such Co-Issuer or Guarantor to provide information concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with Canada or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause; or

(b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

Such Co-Issuer or Guarantor will furnish, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, to the Holders of Notes that are Outstanding on the date of the required payment copies of tax receipts evidencing that such payment has been made by such Co-Issuer or Guarantor. Such Co-Issuer or Guarantor will indemnify and hold harmless each Holder of Notes that are Outstanding on the date of the required payment (other than an Excluded Holder) and upon written request reimburse each such holder for the amount of:

(a) any Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the Notes,

(b) any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and

At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if a Co-Issuer or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, such Co-Issuer or Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the holders of the Notes on the payment date. Whenever in the Indenture there is mentioned, in any context:

such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Upon the occurrence of a Change of Control, the Co-Issuers shall make an offer to each Holder to repurchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, including Additional Interest, if any, to the repurchase date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

Within 60 days following any Change of Control, unless the Company at such time gives notice of redemption required under the caption “—Optional Redemption,” the Company shall:

(a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and

(b) send, by first-class mail, with a copy to the Trustee, to each holder of Notes, at such holder’s address appearing in the Security Register, a notice stating:

(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all Notes timely tendered will be accepted for payment;

(2) the Change of Control Purchase Price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

(3) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and

(4) the procedures that holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

The Paying Agent will promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of U.S.$1,000 or an integral multiple thereof.

The Co-Issuers will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Co-Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The Co-Issuers will comply, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Co-Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this covenant by virtue of such compliance.

Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that it would decide to do so in the future. Subject to certain covenants described below, the Co-Issuers could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect the Co-Issuers’ capital structure or credit ratings.

The definition of Change of Control includes a phrase relating to the sale, transfer, or other conveyance of “all or substantially all” of the assets of the Company and its Subsidiaries, taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if the Company and its Subsidiaries, considered as a whole dispose of less than all these assets by any of the means described above, the ability of a Holder to require the Co-Issuers to repurchase its Notes may be uncertain. In such a case, Holders may not be able to resolve this uncertainty without resorting to legal action.

The Senior Credit Agreement provides that the occurrence of certain of the events that would constitute a Change of Control would also constitute a default under the Senior Credit Agreement and entitle the lenders under that facility to require that such Indebtedness be repaid. Other future debt of the Co-Issuers may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be repurchased upon a Change of Control. To the extent other debt of the Co-Issuers is both subject to similar repurchase obligations in the event of a Change of Control and ranks senior in right of payment to the Notes, all available funds will first be expended for the repurchase of such debt. Moreover, the exercise by holders of Notes of their right to require the Co-Issuers to repurchase such Notes could cause a default under existing or future debt of the Co-Issuers, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Co-Issuers. Finally, the Co-Issuers’ ability to pay cash to holders of Notes upon a repurchase may be limited by the Co-Issuers’ then existing financial resources. The Co-Issuers cannot assure you that sufficient funds will be available when necessary to make any required repurchases. The Co-Issuers’s failure to repurchase Notes in connection with a Change of Control would result in a default under the Indenture. Such a default would, in turn, constitute a default under existing Indebtedness of the Co-Issuers and may constitute a default under future Indebtedness as well. If such Indebtedness constitutes Designated Senior Debt, the subordination provisions in the Indenture would likely restrict payment to holders of Notes. The Co-Issuers’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time at the request of the Co-Issuers prior to the occurrence of such Change of Control with the written consent of the holders of at least a majority in aggregate principal amount of the Notes. See “—Amendment, Supplement and Waiver.”

Covenant Suspension. Set forth below are summaries of certain covenants in the Indenture. During any period of time that:

(b) no Default or Event of Default has occurred and is continuing under the Indenture,

the Company and the Restricted Subsidiaries will not be subject to the following provisions of the Indenture:

(collectively, the “Suspended Covenants”). On the date that a Covenant Suspension Event occurs (the “Suspension Date”), the amount of Excess Proceeds from Net Proceeds from Asset Sales shall be set at zero. In

the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

(i) all Indebtedness incurred, or Preferred Stock issued, during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (c) of the second paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(ii) all proceeds from Asset Sales made during the Suspension Period will be deemed to be permitted and the Company shall be permitted to retain such proceeds.

Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Restricted Payments” shall be made as though the covenant described under “—Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under the first paragraph of “—Restricted Payments.”

The Company shall give the Trustee prompt (and in any event not later than five business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt (and in any event not later than five business days after a Reversion Date) written notice of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Indebtedness (including Acquired Debt) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company, DC and any Guarantor may incur Indebtedness (including Acquired Debt) and any Guarantor may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this covenant does not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1) Indebtedness incurred by the Company, DC or any Guarantor pursuant to the Senior Credit Agreement together with the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, however, that, immediately after giving effect

to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed $635.0 million, less the amount of all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by the borrower thereunder with Net Proceeds from Asset Sales;

(2) Indebtedness incurred by the Company, DC and the Guarantors represented by the Notes (including any Guarantee thereof) issued in this offering or subsequently represented by the Exchange Notes issued in exchange for the Notes and in exchange for any Additional Notes (including any Guarantee thereof);

(3) Existing Indebtedness (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness, including Capitalized Lease Obligations incurred by the Company, DC or any Guarantor to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 270 days before or after such purchase, lease or improvement in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (4) and any Indebtedness that refunds or refinances such Indebtedness, does not exceed the greater of $35.0 million and 3.5% of Consolidated Total Assets of the Company;

(5) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and any Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if the Company, DC or any Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations with respect to the Notes and the Guarantees, as the case may be;

(8) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(9) Hedging Obligations of the Company, DC or any Guarantor (excluding Hedging Obligations entered into for speculative purposes) for the purpose of hedging (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding, (B) exchange rate risk with respect to any currency exchange and (C) risks with respect to the fluctuation in commodity prices;

(10) Obligations in respect of performance and surety bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(11) Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary (other than DC) not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $75.0 million; provided, however, that the sum of (X) the aggregate principal amount of any Indebtedness of any Restricted Subsidiary that is not a Guarantor outstanding and incurred pursuant to this clause (11), and (Y) the aggregate liquidation preference of Preferred Stock of any Restricted Subsidiary that is not a Guarantor outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $25.0 million;

(12) (x) any guarantee by the Company, DC or a Guarantor of Indebtedness of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, (y) any guarantee by a Non-Guarantor Subsidiary of Indebtedness of another Non-Guarantor Subsidiary incurred in accordance with the terms of the Indenture, and (z) any guarantee by a Guarantor of Indebtedness of the Company incurred in accordance with the terms of the Indenture;

(13) Indebtedness or Preferred Stock incurred by the Company or any Restricted Subsidiary that serves to refund or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clauses (2), (3) and (4) above, this clause (13) and clauses (14), (17) and (19) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Notes or the Guarantees, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantees at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness or Preferred Stock of the Company or a Guarantor or (y) Indebtedness or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided further, that subclauses (A) and (E) of this clause (13) will not apply to any refunding or refinancing of any Senior Debt or Guarantor Senior Debt;

(14) Indebtedness or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided further, that after giving effect to such incurrence

of Indebtedness the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant;

(15) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(16) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(17) Indebtedness representing deferred compensation or consisting of promissory notes issued by the Company, DC or any Guarantor to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of any direct or indirect parent of the Company permitted by the covenant described under the caption “—Restricted Payments;”

(19) Indebtedness of up to $10.0 million in respect of sale and leaseback transactions permitted by the covenant described under the caption “—Asset Sales;” and

(20) Indebtedness consisting of (x) the financing of insurance premiums or (y) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business.

For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, Indebtedness under the Senior Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt and the Company shall not be permitted to reclassify all or any portion of such Indebtedness. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (x) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Stock) or (y) dividends or distributions by a Restricted Subsidiary to the Company or any other Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of common stock on a pro rata basis) so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation and including the exercise of any option to exchange any Equity Interests (other than into any Equity Interest of the Company that is not Disqualified Stock);

(c) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness subordinated or junior in right of payment to the Notes (or, as applicable, any Guarantees) (other than (x) Indebtedness permitted under clauses (7) and (8) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition of Indebtedness subordinated or junior in right of payment to the Notes purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or

(d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”),

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (8), (10), (11), (12), (13), (14), (15) and (16) of the next succeeding paragraph), is less than the sum, without duplication, of

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from November 18, 2004 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by the Company after the Issue Date from the issue or sale of (x) Equity Interests of the Company (including Retired Capital Stock (as defined below)) but excluding (i) cash proceeds and marketable securities received from the sale of Equity Interests of the Company or Holdco (the proceeds of which are contributed to the Company) to members of management, directors or consultants of the Company, any direct or indirect parent of the Company and the Restricted Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph, (ii) Designated Preferred Stock, (iii) the Cash Contribution Amount, (iv) Disqualified Stock and (v) the Investment Amount (as defined in clause (16) of the next succeeding paragraph) or (y) debt securities of the Company that have been converted into such Equity Interests of the Company (other than, in the case of clauses (x) and (y), Refunding Capital Stock (as defined below), Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary, the Company, or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries as the case may be, and other than Disqualified Stock or Designated Preferred Stock or debt securities that have been converted into Disqualified Stock or Designated Preferred Stock), plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities contributed to the capital of the Company after the Issue Date (other than (i) by a Restricted Subsidiary or an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries, (ii) any Excluded Contribution, (iii) the Cash Contribution Amount, (iv) any Disqualified Stock, (v) any Designated Preferred Stock, (vi) net cash proceeds applied to Restricted Payments made in accordance

with clause (4) of the next succeeding paragraph and (vii) any contributions made, directly or indirectly, in respect of the Investment Amount (as defined in clause (16) of the next succeeding paragraph), plus

(d) Without duplication of any amounts included in clause (4) of the paragraph below and provided such amounts are not included in the Consolidated Net Income of the Company, 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received after the Issue Date by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment), plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary.

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this covenant;

(2) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent of the Company (“Retired Capital Stock”) or Indebtedness subordinated to the Notes in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Equity Interests of the Company or contributions to the equity capital of the Company (other than from a Subsidiary or an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof which is incurred in compliance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired for value plus related fees and expenses and the amount of

any reasonable premium required to be paid under the terms of the instrument governing the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired, (B) such new Indebtedness is subordinated to the Notes and any Guarantees thereof at least to the same extent as the Indebtedness subordinated to the Notes so purchased, exchanged, redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired and (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parents held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parents pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, and a Restricted Payment in respect of stock appreciation rights or similar phantom stock rights, provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed in any calendar year $15.0 million (with unused amounts in any calendar year being carried over to the next succeeding calendar year); and provided further, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parents, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parents that occurs after the Issue Date plus (B) the amount of any cash bonuses otherwise payable to members of management, directors, consultants of the Company or any of its Subsidiaries or any of its direct or indirect parents in connection with the Transactions that are foregone in return for the receipt of Equity Interests of the Company or any direct or indirect parents of the Company plus (C) the cash proceeds of “key man” life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) of this clause (4) in any calendar year) less (D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (4);

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued or incurred in compliance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges for such entity;

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends to any direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Company issued after the Issue Date the proceeds of which are contributed to the Company; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.0 to 1.0 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, after giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale received by the Company and/or its Restricted Subsidiaries consist of cash and/or marketable securities, not to exceed the greater of

$15.0 million and 1.5% of Consolidated Total Assets of the Company at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if and to the extent such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the payment of dividends on the Company’s Capital Stock following the first public offering of the Company’s Capital Stock or the Capital Stock of any of its direct or indirect parents after the Issue Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Company in any past or future public offering, other than public offerings registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) other Restricted Payments in an aggregate amount not to exceed $25.0 million;

(11) the declaration and payment of dividends, the making of distributions, or the making of loans, to any direct or indirect parent of the Company in amounts required for such direct or indirect parent to pay, without duplication;

(A) franchise taxes and other fees, taxes and expenses required to maintain its legal existence;

(B) the tax installments and the tax liability (including capital taxes) for each relevant jurisdiction in respect of returns for the relevant jurisdiction of such direct or indirect parent of the Company, to the extent reasonably attributable to the Company and its Restricted Subsidiaries;

(C) customary and reasonable salary, bonus and other benefits payable to officers and employees of any direct or indirect parent of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(D) reasonable general overhead expenses (including professional and administrative expenses) for any direct or indirect parent of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(E) reasonable fees and expenses other than to Affiliates related to an unsuccessful equity or debt offering by any direct or indirect parent of the Company not prohibited by the Indenture;

(12) cash dividends or other distributions on the Company’s or any Restricted Subsidiary’s Capital Stock made to any direct or indirect parent of the Company used to, or the making of loans, the proceeds of which will be used to, (i) pay fees and expenses incurred in connection with the Transactions or offering of the Notes as described in this prospectus or (ii) prepay the Senior Subordinated Notes issued on November 18, 2004 to Dollarama Investment I L.P. and held by Canadian Holdco, including all accrued and unpaid interest thereon and a prepayment premium, if any, as described in this prospectus;

(13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under the captions “—Repurchase at the Option of Holders Upon a Change of Control” and “—Asset Sales;” provided that a Change of Control Offer or Asset Sale Offer, as applicable, has been made and all Notes tendered by Holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company, provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of the Company); and

(16) (A) payment of scheduled quarterly cash payments in an amount not to exceed the Canadian Holdco Restricted Payment Tax Gross Up and (B) so long as no Event of Default pursuant to clauses (1) or

(8) under “Events of Default and Remedies” has arisen or would result therefrom and no failure to invest the Investment Amount (as defined below) has occurred and is continuing, payments to any direct or indirect parent of the Company to the extent necessary to make scheduled quarterly cash payments of the Canadian Holdco Restricted Payment Interest as required pursuant to the terms of the Canadian Holdco Restricted Payment Debt; provided, however, that immediately upon receipt of such amount (or, in any event, no later than on the Business Day immediately following the date of such receipt), the Company shall ensure that each holder of the Canadian Holdco Debt (or an Affiliate thereof) shall invest 100% of such amount (or less than 100% of such amount to the extent that a portion of such Canadian Holdco Restricted Payment Interest is permitted to be made and is actually made as a Restricted Payment pursuant to other provisions of this covenant) (such amount, the “Investment Amount”) in Canadian Holdco Debt or Equity Interests of Canadian Holdco; provided, further, that Canadian Holdco shall immediately invest such Investment Amount in Equity Interests (in the form of additional units or as an increased basis in existing common units) of Holdco and Holdco shall, in turn, invest such Investment Amount in Equity Interests (in the form of additional units or as an increased basis in existing common units) of the Company; provided, further, however that no such amounts as described in this clause (B) above shall be paid to any direct or indirect parent of the Company at any time when such direct or indirect parent is subject to a bankruptcy, insolvency or similar proceeding of the type described in clause (8) under “Events of Default and Remedies;”

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses, (4), (5), (6), (7), (9), (10) and (13), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) is the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Company. The Company’s determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor if any such fair market value exceeds $30.0 million.

The Company may not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the second paragraph of the definition of “Investments.” Such designation is permitted only if (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (b) an Investment in such amount would be permitted at such time under this covenant or the definition of “Permitted Investments” and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.”

The Company will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or a related Guarantee on any asset or property of the Company or any such Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or the Guarantees, the Notes and any related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes and any related Guarantees are equally and ratably secured,

(i) Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

(ii) Liens securing the Notes, any Additional Notes, the Exchange Notes issued in exchange for the Notes and any Additional Notes and the related Guarantees; and

(iii) Liens securing Senior Debt or Guarantor Senior Debt and the related guarantees of such Senior Debt or Guarantor Senior Debt.

Any Lien which is granted to secure the Notes under this covenant shall be discharged on the earlier to occur of (i) the discharge of the Lien that gave rise to the obligation to so secure the Notes and (ii) the full repayment of the Notes.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect (x) pursuant to the Senior Credit Agreement or related documents as in effect on the Issue Date or (y) on the Issue Date, including, without limitation, pursuant to Existing Indebtedness and related documentation;

(2) the Indenture, the Notes and the Guarantees (including any Exchange Notes, Additional Notes and related Guarantees);

(3) purchase money obligations or other obligations described in clause (4) of the second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock” for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (3) in the first paragraph of this covenant on the property so acquired;

(5) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under the captions “—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens” that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness or Preferred Stock of the Company or any Restricted Subsidiary that is incurred subsequent to the Issue Date in accordance with the provisions of the Indenture;

(10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; and

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this paragraph; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided further, however, that with respect to contracts, instruments or obligations existing on the Issue Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of the Company’s Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or obligations as in effect on the Issue Date.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) The Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) in the case of Asset Sales involving consideration in excess of $10.0 million, the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

(3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of clause (3) above, the amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $35.0 million and (y) 3.5% of Consolidated Total Assets of the Company at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale the Company or the applicable Restricted Subsidiary may apply those Net Proceeds at its option:

(1) to permanently reduce Obligations under Senior Debt or Guarantor Senior Debt, as the case may be, of the Company or such Restricted Subsidiary (and to correspondingly reduce commitments with respect

thereto) or Indebtedness that ranks pari passu with the Notes (provided that if the Company shall so reduce Obligations under such Indebtedness that ranks pari passu with the Notes, it will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all Noteholders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of Notes) or Indebtedness of a Restricted Subsidiary, in each case other than Indebtedness owed to the Company or an Affiliate of the Company;

(2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used in a Permitted Business; and/or

(3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale;

provided, however, that the provisions set forth in clauses (2) and (3) of this paragraph shall be deemed satisfied by the Company or the applicable Restricted Subsidiary if by the end of such 365 day period such party shall have entered into a binding agreement under which it is contractually committed to make an investment referred to in such clauses and such investment is effected within 180 days from the date such binding agreement is entered into (but only if such 180^th day occurs later than such 365^th day).

When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $15.0 million, the Co-Issuers will make an offer (an “Asset Sale Offer”) to all Noteholders of Indebtedness that ranks pari passu with the Notes and contains provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis (taking into consideration any pari passu Indebtedness concurrently being repaid). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Upon the commencement of an Asset Sale Offer, the Company shall send a notice to each Noteholder at its registered address pursuant to the procedures required by the Indenture.

The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Co-Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors approving such Affiliate Transaction set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or any Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(2) Restricted Payments (other than pursuant to clause (7) of the second paragraph of “—Restricted Payments”) and Permitted Investments (other than pursuant to clauses (3) and (9) of the definition thereof) permitted by the Indenture;

(3) the payment to the Sponsors and any Affiliate of one or more Sponsors of annual management, consulting, monitoring and advisory fees and Sponsor Termination Fees and related indemnities and expenses pursuant to the Management Agreement and any amendment or side letter thereto as in effect on the Issue Date;

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parents or any Restricted Subsidiary, as determined in good faith by the Board of Directors of the Company or senior management thereof;

(5) the payment by the Company or any Restricted Subsidiary to the Sponsors and any Affiliate of one or more Sponsors for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (A) pursuant to the Management Agreement and (B) approved by a majority of the members of the Board of Directors of the Company or such Restricted Subsidiary, as applicable, or a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as applicable, in each case in good faith;

(6) transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted

Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Company in good faith;

(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

(8) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any direct or indirect parent of the Company or to any Permitted Holder or to any director, officer, employee or consultant of the Company, any direct or indirect parent of the Company or their respective Subsidiaries; and

(9) payments made or performance under any agreement as in effect on the Issue Date (other than the Management Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions) or any amendment thereto (so long as any such amendment is not less advantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date); and

(10) the payments of fees and expenses in connection with the consummation of the Transactions and the offering of the Notes as described in this prospectus.

The Company and DC will not, and the Company will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Senior Debt (including Acquired Debt) of the Company or DC or Guarantor Senior Debt (including Acquired Debt) of such Restricted Subsidiary, as the case may be, unless such Indebtedness is either:

For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of the fact that the holders of Secured Debt have entered into intercreditor or similar arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

The Company will cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company or any of its Restricted Subsidiaries (other than any Foreign Subsidiary that solely Guarantees any Indebtedness of any other Foreign Subsidiary or any Restricted Subsidiary that Guarantees any Indebtedness of any Foreign Subsidiary incurred solely for working capital purposes and does not Guarantee any Indebtedness of the Company or any Domestic Restricted Subsidiary) to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior subordinated basis and all other obligations under the Indenture; provided, however, that any Foreign Subsidiary that Guarantees any Indebtedness of the Company or any Domestic Restricted Subsidiary will be required to unconditionally Guarantee the payment of the principal of, premium, if any, and interest on the Notes on a senior subordinated basis and all other obligations under the Indenture only to the extent of the amount of the Indebtedness of the Company or any Domestic Restricted Subsidiary so Guaranteed by such Foreign Subsidiary.

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee shall be released in accordance with the provisions of the Indenture described under “—Guarantees.”

The Company will not cease to own, directly or indirectly, 100% of the Capital Stock of DC, unless the Company owns, directly or indirectly, the successor to DC or any substitute corporate Co-Issuer.

Each Co-Issuer may not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not such Co-Issuer is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) such Co-Issuer is the surviving entity; or (b) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Co-Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation (or in the case of the Company, a limited partnership or a corporation) organized or existing under the laws of the United States, any state of the United States, the District of Columbia, the federal laws of Canada or the laws of any province thereof (the Co-Issuer or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company (if other than such Co-Issuer) assumes all the obligations of such Co-Issuer under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(5) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; and

(6) such Co-Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

The Indenture also provides for similar provisions relating to any consolidation, amalgamation, merger or sale, assignment, transfer, conveyance or disposal of all or substantially all of the properties or assets of a Guarantor, excluding clause (4) above.

For purposes of this section, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The predecessor company will be released from its obligations under the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, such Co-Issuer under the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

This “—Merger, Amalgamation, Consolidation or Sale of Assets” section will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among a Co-Issuer and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (3) and (4) of this covenant, (a) any Restricted Subsidiary may consolidate with, amalgamate with or merge into or transfer all or part of its properties and assets to a Co-Issuer or any other Restricted Subsidiary, subject in the case of the consolidation, amalgamation, merger or transfer of properties of a Guarantor to the provisions described under “—Guarantees” and (b) a Co-Issuer may amalgamate or merge with an Affiliate incorporated solely for the purpose of reincorporating such Co-Issuer in another state of the United States or in any other province of Canada.

Such Co-Issuer will deliver to the Trustee prior to the consummation of each proposed transaction an Officers’ Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if any, comply with the Indenture.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Whether or not required by the Commission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will, beginning with reports relating to the Company’s results of operations for the fiscal year in which Notes were first issued under the Indenture, furnish to the Trustee and Cede & Co., the nominee of DTC and the Holder of the Notes:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports;

provided, however, that if at any time during which the Company is subject to the provisions of this covenant, the Company is a “Foreign Private Issuer” (as defined in Rule 3b-4 of the Exchange Act), in lieu of complying with clauses (1) and (2) above, the Company may elect to comply instead with clauses (A), (B) and (C) immediately below in substitution thereof:

(A) within 90 days after the end of each fiscal year (or such shorter period as the Commission may in the future prescribe), annual reports on Form 20-F or Form 40-F, as applicable (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form);

(B) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as the Commission may in the future prescribe), reports on Form 6-K (or any successor form) containing substantially the same information as is required to be contained in quarterly financial reports prescribed by applicable Canadian regulatory authorities for Canadian public reporting companies (whether or not the Company is required to file such forms under Canadian law or stock exchange requirements) and including a “Management’s Discussions and Analysis of Financial Condition and Results of Operations” and financial statements that are reconciled to U.S. GAAP; and

(C) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) containing the information required to be contained therein.

In addition, whether or not required by the Commission, after the consummation of the Exchange Offer the Company will file a copy of all the information and reports referred to in clauses (1) and (2) above (or, if applicable, clauses (A), (B) and (C) above) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In addition, if at any time Holdco becomes a Guarantor (there being no obligation of Holdco to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or of any direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this covenant may, at the option of the Company, be filed by and be those of Holdco rather than the Company.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and the Restricted Subsidiaries of the Company.

(1) the Co-Issuers default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture;

(2) the Co-Issuers default in the payment when due of interest or Additional Interest, if any, on or with respect to the Notes and such default continues for a period of 30 days, whether or not prohibited by the subordination provisions of the Indenture;

(3) the failure to comply with the provisions of “—Merger, Amalgamation, Consolidation or Sale of Assets;”

(4) the failure to make a Change of Control Offer pursuant to the covenant described under the caption “—Repurchase at the Option of Holders Upon a Change of Control;”

(5) the failure to make an Asset Sale Offer pursuant to covenant described under the caption “—Certain Covenants—Asset Sales,” and such failure continues for 45 days after written notice is given to the Company as provided below;

(6) the Co-Issuers default in the performance of, or breaches any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1), (2), (3), (4) or (5) above) and such default or breach continues for a period of 60 days after the notice specified below;

(7) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or was created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million (or its foreign currency equivalent) or more at any one time outstanding;

(8) certain events of bankruptcy affecting any Co-Issuer, any Significant Subsidiary or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary;

(9) the failure by either of the Co-Issuers or any Restricted Subsidiary to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $20.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(10) the Guarantee of a Significant Subsidiary or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee other than by reason of the release of the Guarantee in accordance with the Indenture and such Default continues for 10 days.

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company) shall occur and be continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Notes under the Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Agreement and five Business Days after receipt by the Company and the Representative under the Senior Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

If an Event of Default specified in clause (8) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of each Trustee or any holder of the Notes.

The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in clause (8) of the description above of Events of Default, the Trustee shall have received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Provided the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes issued and then outstanding under the Indenture may waive any existing Default or Event of Default under such Indenture, and its consequences, except (1) a default in the payment of the principal of or interest on such Notes and (2) in respect of a covenant or provision in the Indenture that cannot be modified or amended without the consent of each holder of an outstanding Note affected.

In the event of any Event of Default specified in clause (7) of the first paragraph above, such Event of Default and all consequences thereof will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Noteholders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act of 1939, as amended. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Noteholders, unless such holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes issued thereunder may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived (except a default in respect of the payment of principal or interest on the Notes) with the consent of the holders of a majority in principal amount of the then outstanding Notes issued thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each holder affected, an amendment or waiver of the Indenture may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than, subject to clause (11) below, the provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control” and “—Certain Covenants—Asset Sales”);

(4) waive a Default or Event of Default in the payment of principal, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;

(7) waive a redemption payment with respect to any Note (other than, subject to clause (11) below, a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders Upon a Change of Control” and “—Certain Covenants—Asset Sales”);

(9) impair the right of any Holder of the Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(11) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or

(12) make any change that would result in a novation or rescission of the Notes under the laws governing the Notes, a disposition of the Notes or the creation of a new obligation for the purposes of the Income Tax Act (Canada).

Notwithstanding the preceding, without the consent of any Noteholder, the Co-Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes issued thereunder:

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of any Co-Issuer’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of such Co-Issuer’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(6) to comply with any requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of the Indenture; and

(9) to provide for the Notes to be eligible for the book-entry only depositary system of The Canadian Depository for Securities (or a successor) in order to allow Canadian residents to hold a beneficial interest in the Global Note.

The Co-Issuers may, at their option and at any time, elect to have all their obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes issued under the Indenture (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;

(2) each Co-Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and Co-Issuers’ obligations in connection therewith; and

In addition, the Co-Issuers may, at their option and at any time, elect to have their obligations released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes issued thereunder. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of the Company but not its Restricted Subsidiaries) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes issued thereunder.

In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1) the Co-Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the applicable Notes issued thereunder, cash in U.S. Legal Tender or non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes issued thereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Co-Issuers must specify whether the Notes are being defeased to maturity or to a particular Redemption Date;

(2) in the case of Legal Defeasance, each of the Co-Issuers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) such Co-Issuer has received from, or there has been published by, Canada Revenue Agency or the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal or Canadian federal, provincial or territorial income tax law, in either case to the effect that, and based thereon each of the Co-Issuers has delivered to the Trustee Opinions of Counsel confirming that, the Holders of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax and Canadian federal, provincial or territorial income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax and Canadian federal, provincial or territorial income tax (including any amount of non-resident withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, each of the Co-Issuers has delivered to the Trustee Opinions of Counsel reasonably acceptable to the Trustee confirming that the Holders of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax and Canadian federal, provincial or territorial income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax and Canadian federal, provincial or territorial income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6) each of the Co-Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by such Co-Issuer with the intent of defeating, hindering, delaying or defrauding creditors of such Co-Issuer or others;

(7) each Co-Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(8) each Co-Issuer shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under the Indenture, and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 95 of the Bankruptcy and Insolvency Act (Canada) or Section 547 of the United States Federal Bankruptcy Code.

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Co-Issuers, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such

deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which any Co-Issuer is a party or by which any Co-Issuer is bound;

(3) the Co-Issuers have paid or caused to be paid all sums payable by them under the Indenture; and

(4) the Co-Issuers have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes issued thereunder at the Maturity Date or the Redemption Date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

The Co-Issuers and each Guarantor will irrevocably appoint the Corporation Service Company as their agent for service of process in any suit, action or proceeding with respect to the Indenture, the Notes or Guarantees brought in any Federal or state court located in New York City and that each of the parties submit to the jurisdiction thereof.

The Indenture, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

If the Trustee becomes a creditor of a Co-Issuer, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding Notes issued under the Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of assets (including by way of a sale and leaseback) of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries;

(2) the disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries in a manner permitted pursuant to the covenant contained under the caption “—Merger, Amalgamation, Consolidation or Sale of Assets;”

(3) the making of any Restricted Payment that is permitted to be made, and is made, pursuant to the covenant contained under the caption “—Certain Covenants—Restricted Payments” or the definition of Permitted Investment or the granting of a Lien permitted by the covenant contained under the caption “—Certain Covenants—Liens;”

(4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $6.0 million;

(5) any disposition of assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(6) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (9) of the definition of “Permitted Investments”);

(9) disposition of an account receivable in connection with the collection or compromise thereof; and

(10) the issuance or sale of director’s qualifying shares and shares required to be issued to foreign nationals under applicable law.

“Bain Entities” means, collectively, Bain Capital Integral Investors A, L.P., Bain Capital Integral Investors L, L.P., BCIP Trust Associates III, BCIP Trust Associates III-B, and in each case any Affiliates of one or more of the foregoing (including, as applicable, related funds and general partners thereof), but not including any portfolio companies of any of the foregoing.

(2) with respect to a partnership, the board of directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the City of New York or Montreal are required or authorized by law or other governmental action to be closed.

“Canadian Holdco” means Dollarama Capital Corporation (formerly known as 4258401 Canada Inc.), a corporation organized under the Canada Business Corporations Act.

“Canadian Holdco Debt” means the Canadian Holdco Junior Notes and any other Indebtedness of Canadian Holdco the proceeds of which are contributed, directly or indirectly, to the Company as common Equity Interests.

“Canadian Holdco Junior Notes” means (i) the junior subordinated notes issued by Canadian Holdco to Dollarama Investment II L.P., (ii) any additional junior subordinated notes issued by Canadian Holdco on substantially identical terms the proceeds of which are contributed, directly or indirectly, to the Company as common Equity Interests and (iii) any refinancing, refunding or replacement of the junior subordinated notes set forth in clauses (i) and (ii) above.

“Canadian Holdco Restricted Payment Debt” means the Canadian Holdco Debt to the extent that the aggregate principal amount of all such Indebtedness does not exceed the sum of (i) $199.3 million, which represents the principal amount of the Canadian Holdco Junior Notes outstanding on November 18, 2004, (ii) any Canadian Holdco Junior Notes to the extent the proceeds thereof are used for a Permitted Cure Issuance, (iii) any other Canadian Holdco Debt to the extent that the cash interest payable thereon does not exceed the limitation set forth in the definition of “Canadian Holdco Restricted Payment Interest” and (iv) the amount of the excess of (x) the cumulative Canadian Holdco Restricted Payment Interest with respect to all periods that began on or after November 18, 2004 over (y) the cumulative Canadian Holdco Restricted Payment Tax Gross Up with respect to all such periods.

“Canadian Holdco Restricted Payment Interest” means any interest payable in cash with respect to the Canadian Holdco Restricted Payment Debt; provided, however, that the aggregate amount of such interest which is attributable to (i) any increase in the interest rate applicable to any Canadian Holdco Restricted Payment Debt after November 18, 2004 or (ii) to any Canadian Holdco Restricted Payment Debt pursuant to clause (iii) of the definition thereof, shall be excluded from this definition to the extent that such amount exceeds $12,500,000 per fiscal quarter.

“Canadian Holdco Restricted Payment Tax Gross Up” means an amount which is required, pursuant to the terms of the applicable Canadian Holdco Restricted Payment Debt, to be paid to gross-up withholding taxes or other taxes with respect to (i) Canadian Holdco Restricted Payment Interest or (ii) any other interest on Indebtedness which, directly or indirectly, funded such Canadian Holdco Restricted Payment Debt; provided that the amount of such tax gross-up payment attributable to such interest shall be less than the product of 35% and the aggregate amount of such interest on Indebtedness set forth in clauses (i) and (ii) above.

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership membership interests (whether general or limited) or units representing an interest in the net assets of the partnership; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Cash Contribution Amount” means, the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

(1) U.S. dollars, Canadian dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or instrumentality of the United States or Canada having maturities of not more than 12 months from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to the Senior Credit Agreement or with any commercial bank having capital and surplus in excess of $500,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P;

(6) readily marketable direct obligations issued by (i) any state of the United States or any political subdivision thereof or (ii) any province of Canada or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(7) instruments equivalent to those referred to in clauses (1) to (6) above denominated in U.S. dollars, Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside Canada to the extent reasonably required in connection with any business conducted by the Company or any Restricted Subsidiary organized in such jurisdiction; and

(8) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

(2) the acquisition by (x) any Person (other than one or more Permitted Holders) or (y) any Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3), Section 14(d)(2) of the Exchange Act, or any successor provision) or (2) are acting, for

purposes of acquiring, holding or disposing of securities, as a group (within the meaning of Rule 13d-5(b)(1) of the Exchange Act, or any successor provision), in a single transaction or in a series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company or Holdco;

(3) (A) prior to the first public offering of Capital Stock having the right to vote, to participate in earnings or to receive dividends and to receive remaining assets upon liquidation of either Holdco or the Company, the first day on which the Board of Directors of Holdco or the Company shall cease to consist of a majority of directors who (i) were members of the Board of Directors of Holdco or the Company on the Issue Date or (ii) were either (x) nominated for election by the Board of Directors of Holdco or the Company, as applicable, a majority of whom were directors on the Issue Date or whose election or nomination for election was previously approved by a majority of such directors or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses (A)(i) and (A)(ii), “Continuing Directors”) and (B) after the first public offering of Capital Stock having the right to vote, to participate in earnings or to receive dividends and to receive remaining assets upon liquidation of either Holdco or the Company, (i) if such public offering is of Holdco Capital Stock having the right to vote, to participate in profits and to receive remaining assets upon liquidation, the first day on which a majority of the members of the Board of Directors of Holdco are not Continuing Directors or (ii) if such public offering is of the Company’s Capital Stock having the right to vote, to participate in profits and to receive remaining assets upon liquidation, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(4) the holders of Capital Stock of the Company shall have approved any plan of liquidation or dissolution of the Company.

“Co-Issuers” means the Company and DC, and any and all successors thereto.

“Company” has the meaning specified in the introductory paragraph of the Indenture.

“Comparable Treasury Issue” means the United States treasury security selected by an Independent Investment Banker as having a maturity most nearly equal to the period from the Redemption Date to August 15, 2009 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to the period from the Redemption Date to August 15, 2009. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

(a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” or

(b) if such release (or any successor release) is not published or does not contain such prices on such Business Day, the average of the Reference Treasury Dealer Quotations for such redemption date.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees

and fees of the Transactions, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount and non-cash interest payments (other than imputed interest as a result of purchase accounting), and the interest component of Capitalized Lease Obligations), but excluding amortization of deferred financing fees or expensing of any bridge or other financing fees relating to the Specified Financings, plus (b) amortization of any initial net investment in Indebtedness-related Hedging Obligations, to the extent that such initial net investment would otherwise be included in consolidated interest expense under GAAP and net settlement payments (if any) made pursuant to interest rate and Indebtedness-related foreign exchange Hedging Obligations (excluding any termination penalties or payments under Indebtedness-related Hedging Obligations), less (c) net settlement payments (if any) received pursuant to interest rate and Indebtedness-related foreign exchange Hedging Obligations, plus (d) the interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary, and commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (e) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less (f) interest income actually received or receivable in cash for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary or non-recurring gains, losses or expenses (including, without limitation, expenses related to the Transactions, severance, relocation, facilities consolidation, signing, retention or completion bonuses and other restructuring costs) shall be excluded;

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) as well as any current period impact of new accounting pronouncements including those related to purchase accounting;

(3) any net after-tax gains or losses attributable to asset or lease dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of such Person) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded;

(4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income shall be (A) increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof during such period (subject, in the case of distributions or payments made to a Restricted Subsidiary, to the limitations contained in clause (5) below) and (B) decreased by the amount of any equity of the Company in a net loss of any such Person for such period to the extent the Company has funded such net loss;

(5) the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof (subject to the provisions of this clause (5)) during such period, to the extent not already included therein;

(6) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs shall be excluded;

(7) any net after-tax gains or losses attributable to the early extinguishment of Indebtedness (including any termination payments in respect of associated Hedging Obligations) shall be excluded;

(8) non-cash income or charges resulting from mark-to-market accounting under CICA Handbook—Accounting Recommendations, Section 1650: Foreign Currency Translation relating to Indebtedness denominated in foreign currencies shall be excluded;

(9) any non-cash impairment charges resulting from the application of CICA Handbook—Accounting Recommendations, Section 3062: Goodwill and Other Intangible Assets, CICA Handbook—Accounting Recommendations, Section 3063: Impairment of Long-Lived Assets and CICA Handbook—Accounting Recommendations, Section 3475: Disposal of Long Lived Assets and the amortization of intangibles arising pursuant to CICA Handbook—Accounting Recommendations, Section 1581: Business Combinations shall be excluded;

(10) inventory purchase accounting adjustments and amortization, impairment and other non-cash charges (including asset revaluations) resulting from purchase accounting adjustments with respect to the Transactions or any other transaction shall be excluded; and

(11) the deferred revenue eliminated as a consequence of the application of purchase accounting adjustments due to the Transactions or any acquisition shall be included for the fiscal periods that such revenue would otherwise have been recognized.

Notwithstanding the foregoing, for the purpose of the covenant contained under the caption “—Certain Covenants—Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Company and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments.”

“Consolidated Total Assets” means, with respect to any Person, the total assets of such Person and its Restricted Subsidiaries determined in accordance with GAAP, as shown on its most recent internal balance sheet that is available.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Company, DC or any Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions and the Investment Amount) made to the capital of the Company, DC or such Guarantor after the Issue Date; provided that such Contribution Indebtedness:

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the capital of the Company, DC or such Guarantor, as applicable, the amount of such excess shall be (A) (x) Subordinated Indebtedness (other than Secured Debt) or (y) Senior Subordinated Debt (other than Secured Debt) and (B) Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes, and

(2) (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the date of the incurrence thereof.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock) that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments.”

(2) any other Senior Debt permitted under the Indenture the principal amount of which is U.S.$25.0 million or more and that has been designated by the Company in the instrument evidencing that Senior Debt as “Designated Senior Debt.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary) in each case prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that (x) if such Capital Stock is issued to any plan for the benefit of employees of Holdco or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdco or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations and (y) such Capital Stock shall not constitute Disqualified Stock if such Capital Stock matures or is mandatorily redeemable or is redeemable at the option of the holders thereof as a result of a change of control or asset sale if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide that the Company may not repurchase or redeem any such Capital Stock (and all securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of the indenture described under the caption

“—Repurchase at the Option of Holders Upon a Change of Control” or the repurchase provisions under “—Certain Covenants—Asset Sales” and such repurchase or redemption complies with “—Certain Covenants—Restricted Payments.”

“Domestic Restricted Subsidiary” means any direct or indirect Restricted Subsidiary that was formed under the laws of Canada or any province thereof, the United States, any state of the United States, the District of Columbia or any territory of the United States.

“Domestic Subsidiary” means any Subsidiary of the Company that was formed under the laws of Canada or any province thereof, the United States, any state of the United States, the District of Columbia or any territory of the United States.

“EBITDA” means with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication,

(1) provision for taxes based on income or profits, plus franchise or similar taxes and capital taxes and any distributions or dividends in respect of such taxes to the extent the same was deducted in computing Consolidated Net Income, plus

(2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted in computing Consolidated Net Income, plus

(4) any reasonable expenses or charges related to any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the Indenture (in each case whether or not consummated) or to the Transactions and, in each case, deducted in such period in computing Consolidated Net Income, plus

(5) the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, contract termination costs, future lease commitments, and costs to consolidate facilities and relocate employees) deducted in such period in computing Consolidated Net Income, plus

(6) all other non-cash charges of such Person and its Restricted Subsidiaries to the extent such non-cash charges were deducted in computing Consolidated Net Income (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period, other than for straight line rent accruals determined in accordance with GAAP to the extent such accruals exceed any rent payments for the applicable period; provided, however, that the EBITDA for any period shall be reduced to the extent rent payments exceed rent accruals for such period irrespective of the accounting treatment of such rent payments) less all non-cash items of income of such Person and its Restricted Subsidiaries (other than accruals of revenue or recognition of deferred revenue items or reversal of reserves with respect to reserves that are not included in EBITDA in the ordinary course of business) and (ii) recognition of deferred credits resulting from tenant allowances for leasehold improvement), plus

(7) the amount of management, monitoring, consulting and advisory fees (including Sponsor Termination Fees) and related expenses paid to the Sponsors and any of their Affiliates (other than portfolio companies) (or any accruals relating to such fees and related expenses) pursuant to the Management Agreement, plus

(9) any unrealized losses (or minus any unrealized gains) in respect of Hedging Obligations or “embedded” derivatives that require the same accounting treatment as Hedging Obligations, plus

(10) any unrealized losses (or minus any unrealized gains) in respect of trade accounts or firm commitments denominated in a currency other than Canadian dollars, plus

(11) non-recurring cash charges in connection with store closings, refurbishments, shutdowns and renovations, up to a maximum aggregate amount of $5.0 million per year, plus

(12) excess management compensation charges and other non-recurring and/or non-operating cash charges incurred prior to November 18, 2004, in an aggregate amount not to exceed U.S.$5.0 million.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary (other than a Guarantor) shall be added to Consolidated Net Income to compute EBITDA only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders (this determination to be made without giving effect to any restrictions permitted by clauses (1) to (7), (9) or (12) (with respect to agreements referred to in clauses (1) to (7) and (9)) of the covenant described under “—Certain Covenants—Dividend and Other Payment Restrictions Affecting Subsidiaries”).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of Capital Stock of the Company or any of its direct or indirect parents (excluding Disqualified Stock), other than (i) public offerings with respect to Capital Stock of the Company or of any direct or indirect parent of the Company registered on Form S-8 or distribution of Capital Stock of the Company or any direct or indirect parent of the Company under a prospectus exemption relating to trades to directors, officers, employees and/or consultants of issuers (and their affiliates) under applicable Canadian provincial securities laws, (ii) any such public or private sale that constitutes an Excluded Contribution or (iii) an issuance to any Subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock);

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments.”

“Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date.

“Fixed Charge Coverage Ratio” means, with respect to the Company for any period consisting of the Company’s most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA for such period to Fixed Charges for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or repays any Indebtedness or issues or redeems Disqualified Stock or

Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of such cash used to repay, repurchase, defease or otherwise discharge such Indebtedness.

For purposes of making the computation referred to above, without duplication, the opening of New Stores, Investments, acquisitions, dispositions, mergers, amalgamations or consolidations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such openings of New Stores, Investments, acquisitions, dispositions, mergers, amalgamations or consolidations (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.

If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have opened any New Stores, or made any Investment, acquisition, disposition, merger, amalgamation or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such opening of any New Stores, Investment, acquisition, disposition, merger, amalgamation or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation or consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from the transaction which is being given pro forma effect that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within six months following any such transaction, including, but not limited to, the execution or termination of any contracts, reduction of costs related to administrative functions, the termination of any personnel or the closing (or approval by the Board of Directors of the Company of any closing) of any store or facility, as applicable, provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if the related hedge has a remaining term in excess of twelve months).

Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person.

“Foreign Subsidiary” means any Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in Canada approved by the Canadian Institute of Chartered Accountants or any successor institute in effect on the Issue Date. For purposes of the Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

“Guarantee” means any guarantee of the obligations of any Co-Issuer under the Indenture and the Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantor” means all of the Company’s Domestic Restricted Subsidiaries on the Issue Date and any other Person that incurs a Guarantee of the Notes in accordance with the terms of the Indenture; provided that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor.

“Guarantor Senior Debt” means, with respect to any Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of such Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of such Guarantor under, or with respect to, the Senior Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof), in each case whether outstanding on the Issue Date or thereafter incurred.

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation), other than Indebtedness under the Senior Credit Agreement;

(5) any liability for federal, provincial, state, local or other taxes owed or owing by such Guarantor;

(6) that portion of any Indebtedness incurred in violation of the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holdco” means Dollarama Holdings L.P., a limited partnership formed under the laws of Québec, and any other direct or indirect parent holding company of the Company organized at the direction of a Permitted Holder (without giving effect to the inclusion of Affiliates in such definition of Permitted Holders), in each case so long as such Person is a direct or indirect parent of the Company, and in any case including Dollarama Holdings GP Inc. and Dollarama Group GP Inc.

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof),

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor in each case accrued in the ordinary course of business, or

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise on, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business), and

(4) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person);

provided, however, (A) that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money and (B) items that would appear as a liability upon a balance sheet prepared in accordance with GAAP as a result of concepts described in EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” under U.S. GAAP shall be deemed not to constitute Indebtedness.

“Indenture” means the Indenture, as amended, restated or supplemented from time to time in accordance with the terms hereof.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Interest” means, with respect to the Notes, interest and any Additional Interest on the Notes.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees or other obligations), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments” and such Investment in the Equity Interest of such former Subsidiary shall not be considered an Investment in existence on the Issue Date. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary” and the covenant described above under the caption “—Certain Covenants—Restricted Payments,” (i) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Issue Date” means the date on which the Notes are initially issued pursuant to the Indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,

any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Personal Property Security Act or the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means the Management Agreement, dated November 18, 2004, by and among Bain Capital Partners VIII, L.P., Dollarama Capital Corporation, a corporation organized under the laws of Canada, Holdco, the Company and Dollarama L.P., a limited partnership organized under the laws of Québec, as in effect on the Issue Date and any amendment thereto (so long as such amendment is not as a whole less favorable to the Holders of the Notes in any respect than the original agreement as in effect on the Issue Date, other than with respect to any amendment to permit Sponsor Termination Fees).

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale, in each case net of, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“New Store” means, for any period, with respect to any Person and its Restricted Subsidiaries, any newly opened or acquired retail store identified in an Officers’ Certificate of the Company delivered to the Trustee on the date of the applicable determination that has completed at least six months of operations under the ownership of such Person or one of its Restricted Subsidiaries.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person. All references in the Indenture to “Officers” in relation to a limited partnership shall be deemed to be a reference to the officers of the general partner of such limited partnership.

“Officers’ Certificate” means, with respect to any Person, a certificate signed on behalf of such Person by two Officers, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel (which may be subject to customary exceptions) who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to any of the Co-Issuers, a Guarantor or the Trustee.

“Permitted Asset Swap” means any transfer of property or assets by the Company or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash and Investments) that will be used in a Permitted Business; provided that the aggregate fair market value of the property or assets being transferred by the Company or such Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received by the Company or such Restricted Subsidiary in such exchange (provided, however, that in the event such aggregate fair market value of the property or assets being transferred or received by the Company is (x) less than $50.0 million, such determination shall be made in good faith by the Board of Directors of the Company and (y) greater than or equal to $50.0 million, such determination shall be made by an Independent Financial Advisor).

“Permitted Business” means any line of business and any services, activities or businesses incidental or directly related or similar to, any line of business engaged in by the Company and its Subsidiaries as of the Issue Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Cure Issuance” means an issuance by Canadian Holdco of Canadian Holdco Debt solely to the extent that the Net Cash Proceeds (A) are contributed to the Company in the form of common equity and (B) do not exceed the aggregate amount necessary to cure a default under the financial covenants contained in the Senior Credit Agreement.

“Permitted Holders” means, collectively, (a) the Bain Entities and (b) the Seller/Management Holders; provided, however, that the Seller/Management Holders shall not be deemed to be Permitted Holders if such Seller/Management Holders own, directly or indirectly, beneficially or of record, in the aggregate, an amount of outstanding Voting Stock of Holdco or the Company that exceeds the total amount of outstanding Voting Stock of Holdco or the Company owned, directly or indirectly, beneficially or of record, by the Bain Entities.

(1) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary;

(3) any Investment by the Company or any Restricted Subsidiary in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions described above under the caption “—Certain Covenants—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(6) loans and advances to employees made in the ordinary course of business not in excess of $2.0 million in the aggregate outstanding at any one time and loans and advances to officers, directors and employees in connection with the Transactions or for the purchase of Equity Interests and not in excess of $15.0 million in the aggregate outstanding at any one time; provided that loans that are forgiven shall continue to be deemed outstanding;

(7) any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable or notes receivable arising from the grant of trade credit in the

ordinary course of business held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (9) of the definition of “Permitted Debt” in the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(9) Investments by the Company or a Restricted Subsidiary in joint ventures or other entities engaged in a Permitted Business, to the extent such Investments, when taken together with all other Investments made pursuant to this clause (9) and outstanding on the date such Investment is made, do not exceed the greater of $50.0 million and 5.0% of Consolidated Total Assets of the Company;

(10) Investments the payment for which consists of Equity Interests of the Company or any of its direct or indirect parents (exclusive of Disqualified Stock);

(11) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and performance guarantees and Contingent Obligations incurred in the ordinary course of business;

(12) Investments made in the ordinary course of business consisting of (i) endorsements for collection of deposit and (ii) customary trade arrangements with customers consistent with past practices; and

(13) advances of payroll payments to employees or consultants in the ordinary course of business.

The fair market value of each Investment shall be measured at the time made and without giving effect to subsequent changes in value.

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person, which liens exist at the time such Person becomes a Subsidiary of the Company; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(4) Liens existing on property at the time the Company or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(5) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

(6) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(8) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that has been secured by a Lien existing on the Issue Date or referred to in clauses (3) and (4) of this definition; provided, however, that such Liens (x) are no less favorable to the Holders of the Notes, taken as a whole, and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(9) Liens for taxes, assessments or other governmental charges or levies which are not overdue for a period of more than 30 days, or which are being contested in good faith by appropriate actions promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(10) judgment liens in respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(11) pledges, deposits or security under workmen’s compensation, unemployment insurance, employers’ health tax and other social security or statutory laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in each case incurred in the ordinary course of business or consistent with past practice;

(12) Liens imposed by law, including landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction contractors’, craftsmen’s, workmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith by appropriate actions promptly instituted and diligently conducted;

(13) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business;

(14) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (y) secure any Indebtedness;

(15) Liens arising from financing statement or other personal property filings regarding operating leases or consignments or assignments of accounts or transfers of chattel paper entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(16) other Liens securing Indebtedness for borrowed money with respect to property or assets with an aggregate fair market value (valued at the time of creation thereof) of not more than $25.0 million at any time; provided, however, that (x) the Lien may not extend to any other property (except for accessions to such property) owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred, (y) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (z) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Lease Obligations; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(17) Liens (i) of a collection bank arising by operation of law on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(18) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(19) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

(20) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(21) rights of a supplier of unpaid goods to have access to and repossess such goods under the Bankruptcy and Insolvency Act (Canada) and under provisions in the legislation of other jurisdictions;

(22) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(23) restrictive covenants affecting the use to which real property may be put, provided that the covenants are complied with;

(24) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(25) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(26) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depositary institution;

(27) Liens with respect to the assets of a Non-Guarantor Subsidiary securing Indebtedness of such Non-Guarantor Subsidiary incurred in accordance with covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(28) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(29) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(30) Liens arising out of conditional sale, leasing, leases, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business permitted by the Indenture;

(31) Liens deemed to exist in connection with Investments in repurchase agreements permitted by the Indenture;

(32) the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown and any statutory exceptions to title;

(33) in the case of leased real property, (i) liens on the fee interest (or equivalent interest in the applicable jurisdiction) in the land and building held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; and

(34) title defects or irregularities which are of minor nature and in the aggregate will not substantially impair the use of the property affected by any such title defect or irregularity for the purposes for which it is held by Holdco, the Company or any of its Subsidiaries.

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

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or distribution of assets upon liquidation, dissolution or winding up.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith, except that in the event the value of any such assets or Capital Stock exceeds $20.0 million, the fair market value shall be determined by an Independent Financial Advisor.

“Qualifying IPO” means the issuance by Holdco or any direct or indirect parent of Holdco organized at the direction of the Permitted Holders of its common Equity Interests or trust units in (i) an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the Commission in accordance with the Securities Act of 1933 or (ii) an underwritten public offering pursuant to a final prospectus filed in any province or territory of Canada in accordance with the securities laws of such province or territory and in respect of which the securities regulators of such province or territory have issued a receipt.

“Record Date” means the applicable record date specified in the Notes; provided that if any such date is not a Business Day, the Record Date shall be the first day immediately preceding such specified day that is a Business Day.

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to the Indenture and the Notes.

“Reference Treasury Dealer” means Citigroup Global Markets Inc. and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date.

“Refinance” means to extend, refinance, renew, replace, defease or refund, including successively; and “refinancing” and “refinanced” shall have correlative meanings.

“Registered Exchange Offer” shall have the meaning set forth in the Registration Rights Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement entered into by and among the Company, the Guarantors and the initial purchasers of the Notes on the Issue Date.

“Representative” means the trustee, agent or representative (if any) for an issue of Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including DC and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating business.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Seller/Management Holders” means the Sellers and Alan Rossy, Leonard Assaly, Laurence Rossy, Edmund Rossy and Neil Rossy.

“Sellers” shall mean S. Rossy Inc. and 3339408 Canada Inc. (formerly known as Dollar A.M.A. Inc.).

“Senior Credit Agreement” means that certain credit agreement for a senior secured credit facility of the Company in an aggregate principal amount of up to $635,000,000, dated as of November 18, 2004, including any related notes, guarantees, security agreements, hypothecs, collateral documents, mortgages, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, increased, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing on or subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of the Company, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Notes. Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing on or subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of the Company under, or with respect to, the Senior Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Company or any Subsidiary of the Company (including, without limitation, amounts owed for compensation), other than guarantees under the Senior Credit Agreement;

(5) any liability for federal, provincial, state, local or other taxes owed or owing by the Company;

(6) that portion of any Indebtedness incurred in violation of the covenants described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company; and

(8) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company.

“Senior Subordinated Debt” of the Company means the Notes and any other subordinated Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Notes and is not subordinated by its terms to any other subordinated Indebtedness or other obligation of the Company which is not Senior Debt. “Senior Subordinated Debt” of DC or any Guarantor has the above meaning, mutatis mutandis.

“Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant Subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Sponsor” means, collectively, Bain Capital Partners VIII, L.P. and its Affiliates (including, as applicable, related funds and general partners thereof), but not including, however, any portfolio company of the foregoing.

“Sponsor Termination Fees” means the one-time payment under the Management Agreement (as amended) or in a side letter of a termination fee to the Sponsor in the event of either a Change of Control or the completion of a Qualifying IPO; provided, however, that for purposes of the Indenture, such payment shall not exceed $7.5 million.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Transactions” shall have the meaning ascribed to such term in the Senior Credit Agreement as in effect on the Issue Date and the offering of the Notes and related transactions as contemplated by this prospectus.

“Transition Reserve Amount” means a $5.0 million reserve for the first fiscal year after November 18, 2004 for expenses and capital expenditures of a one-time nature that are involved in the post-closing transition, including, but not limited to, information system upgrades, other capital upgrades, and third party services.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Trustee” means the party named as such in the Indenture until a successor replaces it in accordance with the provisions of the Indenture and thereafter means such successor.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary, but excluding DC) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (b) such designation complies with the covenant contained under the caption “—Certain Covenants—Restricted Payments and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and the Company could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under the first paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate of the Company certifying that such designation complied with the foregoing provisions.

“U.S. GAAP” means generally accepted accounting principles in the United States in effect on the Issue Date.

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.

“U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Initially, the Notes are issued in the form of one or more global notes registered in the name of The Depository Trust Company (“DTC”) or its nominee.

Upon the issuance of a global note, DTC or its nominee credits the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such global note purchased by such Persons in the Offering. Such accounts shall be designated by the initial purchasers. Ownership of beneficial interests in a global note will be limited to Persons that have accounts with DTC (“participants”) or Persons that may hold interests through participants. Any Person acquiring an interest in a global note through an offshore transaction in

reliance on Regulation S of the Securities Act may hold such interest through Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as operator of the Euroclear System. Ownership of beneficial interests in a global note is shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such global note other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global note.

Payment of principal of and interest on Notes represented by a global note will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the Notes represented thereby for all purposes under the Indenture. The Co-Issuers have been advised by DTC that upon receipt of any payment of principal of or interest on any global note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global note as shown on the records of DTC. Payments by participants to owners of beneficial interests in a global note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.

A global note may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A global note is exchangeable for certificated Notes only if:

(a) DTC notifies the Co-Issuers that it is unwilling or unable to continue as a depositary for such global note or if at any time DTC ceases to be a clearing agency registered under the Exchange Act, and

(b) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes represented by such global note.

Any global note that is exchangeable for certificated Notes pursuant to the preceding sentence will be exchanged for certificated Notes in authorized denominations and registered in such names as DTC or any successor depositary holding such global note may direct. Subject to the foregoing, a global note is not exchangeable, except for a global note of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a global note becomes exchangeable for certificated Notes,

(a) certificated Notes will be issued only in fully registered form in denominations of U.S.$1,000 or integral multiples thereof,

(b) payment of principal of, and premium, if any, and interest on, the certificated Notes will be payable, and the transfer of the certificated Notes will be registrable, at the office or agency of the Co-Issuers maintained for such purposes, and

(c) no service charge will be made for any registration of transfer or exchange of the certificated Notes, although the Co-Issuers may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

So long as DTC or any successor depositary for a global note, or any nominee, is the registered owner of such global note, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such global note for all purposes under the Indenture and the Notes. Except as set forth above, owners of beneficial interests in a global note will not be entitled to have the Notes represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of certificated Notes in definitive form and will not be considered to be the owners or holders of any Notes under such global note. Accordingly, each Person owning a beneficial interest in a global note must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a holder under the Indenture. The Co-Issuers understand that under existing industry practices, in the event that the Co-Issuers request any action of holders or that an owner of a beneficial interest in a global note desires to give or take any

action which a holder is entitled to give or take under the Indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

DTC has advised the Co-Issuers that DTC is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in global notes among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Co-Issuers, the Trustee or the initial purchasers will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The following discussion is a summary of the material U.S. federal income tax consequences relevant to the purchase, ownership and disposition (including an exchange) of the notes, but this summary does not purport to be a complete analysis of all potential tax effects to holders of the notes.

As used herein, “United States Holder” means a beneficial owner of the notes that is:

We have not sought and will not seek any rulings from the IRS, with respect to the matters discussed below. There can be no assurances that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition (including an exchange) of the notes or that any such position would not be sustained.

Please consult your own tax advisors with regard to the application of the tax consequences discussed below to your particular situation and the application of any other federal as well as state, local or foreign tax laws and tax treaties, including gift and estate tax laws.

To ensure compliance with Internal Revenue Service Circular 230, prospective investors are hereby notified that (a) any discussion of federal tax issues contained or referred to in this prospectus is not intended or written to be used, and cannot be used, by prospective investors for the purpose of avoiding penalties that may be imposed on them under the internal revenue code; (b) such discussion is written to support the promotion or marketing of the transactions or matters addressed herein; and (c) prospective investors should seek advice based on their particular circumstances from an independent tax advisor.

On the sale, exchange (other than for exchange notes pursuant to this exchange offer, as discussed below, or in a tax-free transaction), redemption, retirement or other taxable disposition of your note:

The exchange of the notes for the exchange notes does not constitute a taxable exchange and each exchange note will, in general, be treated for federal income tax purposes as the same instrument as the note it was exchanged for. Consequently:

Under the tax rules concerning information reporting and backup withholding to the IRS:

The following is a summary of the principal Canadian federal income tax considerations generally applicable to you if you are a holder of notes and, for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”), and at all relevant times, you are not and are not deemed to be resident in Canada, you hold the notes as capital property, you deal at arm’s length with us, and you do not use or hold, and are not deemed or considered to use or hold the notes in carrying on business in Canada. Special rules which are not discussed in this summary may apply to you if you are an insurer or an authorized foreign bank that carries on an insurance business or a bank business in Canada and elsewhere.

This summary is based on the current provisions of the Canadian Tax Act and the regulations thereunder (the “Regulations”), in force on the date hereof, all specific proposals to amend the Canadian Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and our understanding of the current published administrative practices of the Canada Revenue Agency. This summary does not take into account or anticipate any other changes in law or administrative practice, whether by legislative, governmental, administrative, or judicial decision or action and does not take into account provincial, territorial, or foreign income tax legislation or considerations which may vary from the Canadian federal income tax considerations described herein.

This summary is of a general nature only and is not intended to be, nor should it be interpreted as, legal or tax advice to you, and no representation is made with respect to the Canadian income tax consequences to any particular person holding notes, including if you are a holder of notes who, for purposes of the Canadian Tax Act, is, or is deemed to be, resident in Canada. You should therefore consult your own tax advisor with respect to the Canadian tax considerations relevant to you and your particular circumstances.

Under the Canadian Tax Act, payments by us to you of principal, interest, and premium, if any, on the notes will be exempt from Canadian withholding tax. No other taxes on income (including taxable capital gains) will be payable by you under the Canadian Tax Act solely as a consequence of your ownership, acquisition or disposition of notes.

The exchange of outstanding notes for exchange notes pursuant to this exchange offer will not constitute a taxable transaction under the Canadian Tax Act.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resales.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The initial purchasers of the outstanding notes have advised us that following completion of the exchange offer they intend to make a market in the exchange notes to be issued in the exchange offer; however, the initial purchasers are under no obligation to do so and any market activities with respect to the exchange notes may be discontinued at any time.

The validity of the issuance of the exchange notes and guarantees offered hereby and the enforceability of the obligations of Dollarama Group L.P. and Dollarama Corporation and the subsidiary guarantors under the exchange notes and the guarantees, will be passed upon for us by Ropes & Gray LLP, New York, New York. Stikeman Elliott LLP and Stewart Mckelvey Stirling Scales will pass upon matters relating to Canadian law.

The consolidated financial statements of Dollarama Group L.P. as of January 31, 2006 and 2005 and for the year ended January 31, 2006 and for the period from November 18, 2004 to January 31, 2005 included in this prospectus have been audited by RSM Richter LLP, independent registered public accounting firm, as indicated in their report with respect thereto, which is included in this prospectus in reliance upon the authority of said firm as experts in accounting and auditing.

The combined financial statements of S. Rossy Inc. and Dollar A.M.A, Inc. as of November 17, 2004 and January 31, 2004 and for the period from February 1, 2004 to November 17, 2004 and for the year ended January 31, 2004 included in this prospectus have also been audited by RSM Richter LLP, independent registered public accounting firm, as indicated in their report with respect thereto, which is included in this prospectus in reliance upon the authority of said firm as experts in accounting and auditing.

After effectiveness of the registration statement of which this prospectus is part, we will file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC will also available to the public from the SEC’s website at http://www.sec.gov. These reports do not constitute a part of this prospectus, and we are not incorporating by reference any of the reports we file with the SEC or send to our shareholders. The public may read and copy any reports or other information that we file with the SEC in the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the public reference room by calling the SEC at 1-800-SEC-0330.

In addition, pursuant to the indenture governing the notes, we have agreed that, subject to certain exceptions described therein, whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, we will furnish to the trustee and the holders of notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC of Forms 10-Q and 10-K, if we were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes our financial condition and results of operation and our consolidated subsidiaries and, with respect to the annual information only, a report thereon by our certified independent accountant and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability, unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

We have audited the consolidated balance sheets of Dollarama Group L.P—Groupe Dollarama S.E.C. as at January 31, 2006 and January 31, 2005 and the consolidated statements of earnings, partners’ capital and other comprehensive income and cash flows for the year ended January 31, 2006 and for the period from commencement of operations on November 18, 2004 to January 31, 2005. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as at January 31, 2006 and January 31, 2005 and the results of its operations and its cash flows for the year ended January 31, 2006 and for the period from commencement of operations on November 18, 2004 to January 31, 2005 in conformity with Canadian generally accepted accounting principles.

Dollarama Group L.P.—Groupe Dollarama S.E.C. was formed on November 11, 2004 under the laws of the province of Québec for the purpose of the acquisition of the DOLLARAMA retail stores. The general partner is Dollarama Group GP Inc.

The consolidated financial statements reflect the financial position, results of operations and cash flows of the businesses of Dollarama L.P.—Dollarama S.E.C., Dollarama Corporation, Aris Import Inc.—Les Importations Aris Inc., Dollarama Group L.P.—Groupe Dollarama S.E.C. and Dollarama GP Inc. (collectively the “Partnership”). On consolidation all significant inter-entity transactions and balances have been eliminated.

The Partnership operates discount variety retail stores in Canada under the name DOLLARAMA that sell substantially all items for $1.00 or less. As at January 31, 2006, the retail operations were carried out in the provinces of Québec, Ontario, Manitoba, Alberta and the Maritime provinces. The retail operation’s corporate headquarters, distribution centre and warehouses are located in Montreal, Canada.

In preparing the Partnership’s financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Actual results may differ from these estimates.

Cash and cash equivalents include highly liquid investments with original maturities of three months or less when purchased.

The valuation of merchandise inventories in the stores is determined by the retail inventory method which approximates the lower of cost (first-in, first-out) or market. Under the retail inventory method, merchandise inventories are converted to a cost basis by applying an average cost to selling ratio.

Merchandise inventories at the distribution centre, at warehouses and in-transit from suppliers are stated at the lower of cost and market, determined on a weighted average cost basis.

Merchandise inventories include items that have been marked down to management’s best estimate of their net realizable value.

Property and equipment are carried at cost and the equipment acquired under capital leases is recorded at the present value of the minimum lease payments.

Property and equipment are amortized over the estimated useful lives of the respective assets as follows:

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business acquisition. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. Impairment is identified by comparing the fair value of the reporting unit to which it relates to its carrying value. To the extent a reporting unit’s carrying amount exceeds its fair value, the Partnership measures the amount of impairment in a manner similar to that of a purchase price allocation and any excess of carrying amount over the implied fair value of goodwill is charged to income in the period in which the impairment is determined.

Trade name represents the fair value of the Dollarama trade name as established on the date of acquisition (note 3). The trade name is not subject to amortization and is tested for impairment annually or more frequently if events or circumstances indicated that the asset might be impaired.

Favorable and unfavorable lease rights represent the fair value of lease rights as established on the date of acquisition and are amortized on the straight-line basis over the term of the leases.

The covenants not-to compete are amortized on the straight-line basis over the term of the agreements.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is assessed by comparing the carrying

amount of an asset with the expected future net undiscounted cash flows from its use together with its residual value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value.

The Partnership recognizes rental expense incurred and inducements received from landlords on a straight-line basis over the base, non-cancelable lease terms. Any difference between the calculated expense and the amounts actually paid is reflected as deferred lease inducements in the Partnership’s balance sheet.

Contingent rental expense is recognized when the achievement of specified sales targets is considered probable.

Monetary assets and liabilities denominated in foreign currencies are translated at year-end exchange rates while non-monetary assets and liabilities are translated at historic rates. Revenues and expenses are translated at prevailing market rates in the recognition period. The resulting exchange gains or losses are recorded in the statement of earnings.

Foreign exchange gains of approximately $127,000 (2005—$2,122,000) have been included in cost of sales on the consolidated statement of earnings.

Derivatives are classified as held for trading and are initially measured at fair value. Any subsequent changes in fair value are recorded as noted below.

The Partnership uses foreign exchange forward contracts to manage risks from fluctuations in exchange rates. All forward contracts are used only for risk management purposes and are designated as hedges of specific anticipated purchases. Upon redesignation or amendment of a foreign exchange forward contract, the ineffective portion of such contracts is recognized immediately in income.

The derivative financial instruments, which have been entered into by the Partnership to hedge exposure to foreign exchange risk, are periodically examined by the Partnership to ensure that the contracts are highly effective at reducing or modifying foreign exchange risk associated with the hedged item.

Gains or losses on foreign exchange forward contracts used to hedge anticipated purchases in foreign currencies are accounted for as a separate component of partners’ capital in other comprehensive income. Such gains or losses are recorded in income when the inventories are sold.

The Partnership has engaged in swap agreements and an interest rate cap to mitigate certain interest rate and foreign exchange risks associated with its long-term debt. The instruments that qualify for hedge accounting are periodically examined by the Partnership to ensure that these instruments are highly effective at modifying the interest rate or foreign exchange risks associated with the hedged item.

Gains or losses on swap agreements and the interest rate cap that do not qualify for hedge accounting are recorded in income.

Gains or losses on swap agreements that qualify for hedge accounting are accounted for as a separate component of partners’ capital in other comprehensive income. Such gains or losses are recorded in income either upon maturity or when the hedging relationship is no longer effective.

The Partnership has significant cash flows denominated in U.S. dollars. To manage its exposures to changes in values of future foreign currency cash flows, so as to maintain relatively stable foreign exchange rates on settled transactions, the Partnership enters into derivative forward and swap foreign currency transactions. For accounting purposes, certain of these derivative contracts are designated as hedging instruments.

The Partnership’s interest rate risk is primarily in relation to its fixed rate borrowings (fair value risk) and floating rate borrowings (cash flow risk). Interest rate derivatives are used to manage the overall interest rate profile within the Partnership’s policy which is to maintain a higher proportion of net debt at fixed rates of interest having regard to the prevailing interest rate outlook. These are designated as fair value hedges.

The Partnership is exposed to credit risk to the extent of non-payment by counterparties of its financial instruments. The Partnership has credit policies covering both trading and financial exposures. The maximum exposure to credit risk at the balance sheet date is represented by the carrying value of each financial asset, including derivative financial instruments. The Partnership mitigates this credit risk by dealing with counterparties who are major financial institutions which the Partnership anticipates will satisfy their obligations under the contracts.

The Partnership recognizes a compensation expense for options granted based on the fair value of the options at the grant date. The options granted by the Partnership vest in tranches (graded vesting), and accordingly the expense is recognized using the accelerated expense attribution method over the vesting period. When the vesting of an award is contingent upon the attainment of performance conditions, the Partnership recognizes the expense based on management’s best estimate of the outcome of the conditions and consequently the number of options that are expected to vest. When awards are forfeited because service or performance conditions are not met, any expense previously recorded is reversed in the period of forfeiture.

The Partnership includes the cost of merchandise inventories, procurement, warehousing and distribution costs, and certain occupancy costs in cost of sales.

The Partnership records vendor rebates consisting of volume purchase rebates, when earned. The rebates are recorded as a reduction of inventory purchases, at cost which has the effect of reducing cost of sales.

The Partnership offers a group defined contribution plan to eligible employees whereby the Partnership matches employees’ contributions up to 3% of the employee’s salary. The pension expense for the period ended January 31, 2006 amounted to approximately $1,304,000 (2005—$123,000).

The net earnings, if any, for the year constitute income of the individual partners and are subject to income tax in their hands. Income taxes recorded represent large corporations tax and income taxes of subsidiary companies.

The Partnership follows the liability method with respect to accounting for income taxes. Future tax assets and liabilities are determined based on temporary differences between the carrying amount and the tax basis of assets and liabilities. Future income tax assets and liabilities are measured using the enacted or substantively enacted tax rates, as appropriate, that will be in effect when these differences are expected to reverse. Future income tax assets, if any, are recognized only to the extent that, in the opinion of management, it is more likely than not that the assets will be realized.

On November 18, 2004, the Partnership acquired substantially all of the operating assets and assumed substantially all of the liabilities of S. Rossy Inc. and Dollar A.M.A. Inc. The results of operations acquired have been included in the consolidated financial statements since that date. The aggregate purchase price was approximately $1,032,494,000 (including acquisition costs of $4,836,000) of which $939,140,000 was paid in cash, $80,972,000 in units of the Partnership (note 11) and $12,382,000 in loans from S. Rossy Inc.

The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed through January 31, 2006:

The asset purchase agreement provided for a purchase price adjustment based on the final determination of the working capital as at November 18, 2004. As a result of this adjustment, during the year ended January 31, 2006, the purchase price was increased from $1,020,112,000 to $1,032,494,000. Accordingly, goodwill on the consolidated balance sheet was increased by $12,382,000 with a corresponding increase in loans from a company controlled by a minority shareholder, which was repaid prior to January 31, 2006.

Amortization of intangibles for the next five years is approximately as follows:

The Partnership’s $75,000,000 revolving credit facility consists of revolving credit loans, swing line loans and letters of credit facility. Borrowings under swing line loans are limited to $10,000,000. The letter of credit facility is limited to $25,000,000. As security for the revolving credit facility, the Partnership has pledged substantially all of its assets.

The credit agreement requires the Partnership to comply with certain financial covenants. As at January 31, 2006, there were no borrowings on the revolving credit facility.

As security for the long-term debt, the Partnership has pledged substantially all of its assets.

The term loan agreement requires the Partnership to prepay the term bank loans in an amount equal to variable percentages of certain cash flows, if certain financial ratios are achieved.

The term bank loan of U.S.$244,070,421 has been converted to Canadian dollars at foreign exchange rates prevailing at January 31, 2006 and the foreign exchange gain of $22,523,000 (2005—loss of $9,864,000) has been included in the consolidated statement of earnings in “foreign exchange loss on derivative financial instruments and long-term debt”.

To mitigate the foreign currency risk on the U.S. dollar denominated term bank loan, the Partnership has entered into foreign currency swap agreements (note 10).

The credit agreements require the Partnership to comply with certain financial covenants. The term bank loan agreement contains acceleration clauses in the event of a material adverse effect on the condition of the Partnership.

The Notes are senior subordinated unsecured obligations of the Dollarama Group L.P. and Dollarama Corporation (the “Co-Issuers”) and will be subordinated in right of payment to all existing and future

indebtedness of the Co-Issuers. In addition, all the existing and future subsidiaries (other than Dollarama Corporation, co-issuer) guarantee the Notes on a senior subordinated unsecured basis.

Commencing on August 15, 2009 the Co-issuers may redeem some or all of the Notes at the following redemption prices plus accrued and paid interest:

At any time prior to August 15, 2009, the Co-Issuers may redeem some or all of the Notes at a redemption price equal to the greater of:

At any time prior to August 15, 2008, the Co-Issuers may redeem up to a maximum of 35% of the aggregate principal amount of the Notes with the proceeds of one or more equity offerings at a price equal to 108.875% of the principal amount thereof, plus accrued and unpaid interest, if any to the redemption date; provided at least 65% of the aggregate principal amount of the Notes remains outstanding.

The Notes have been converted to Canadian dollars at foreign exchange rates prevailing at January 31, 2006 and the foreign exchange gain of $13,000,000 has been included in the consolidated statement of earnings in “foreign exchange loss on derivative financial instruments and long-term debt.”

To mitigate the foreign exchange risk on the Notes, the partnership has entered into foreign currency swap agreements (note 10).

Principal repayments on long-term debt due in each of the next five years are approximately as follows:

At January 31, 2006, there were contractual obligations for leases amounting to approximately $279,563,000. The leases extend over various periods up to the year 2023 and it is expected that in the normal course of operations most will be renewed under option clauses or will be renegotiated.

The basic annual rent (including leases with related parties) exclusive of contingent rentals, for the next five years is as follows:

The rent and contingent rent expense for store, warehouse, distribution centre and corporate headquarters’ operating leases (including leases with related parties) included in the accompanying consolidated statements of earnings as at January 31, 2006 are as follows:

Letters of credit issued for purchase of inventories and outstanding as at January 31, 2006 amounted to $1,818,000 (U.S.$1,596,000).

Two legal proceedings have been instituted against the Partnership for alleged copyright infringement pertaining to the sale of certain products. The Partnership has denied these claims and, in the opinion of

Management, these claims are without merit. It is not possible at this time to determine the outcome of these matters and accordingly, no provision has been made in the accounts for these claims.

Legal proceedings have been instituted against the Partnership for alleged personal injuries sustained by a customer in one of the Partnership’s stores. The plaintiff is claiming an amount of $4,350,000. Management has brought third party claims against the manufacturer and distributor of the store fixture that allegedly resulted in the injury. Further, management believes that the potential amount to be paid for this claim would be covered by its insurance policies. It is not possible at this time to determine the outcome of this matter and accordingly, no provision has been made in the accounts for this claim.

In the opinion of the Partnership’s legal counsel, these suits are without substantial merit and should not result in judgments which in aggregate would have a material adverse effect on the Partnership’s financial statements.

The Partnership has limited involvement with derivative financial instruments which are utilized to manage risks from fluctuations in exchange rates and interest rates. The Partnership does not hold financial instruments for trading or speculative purposes.

The fair value of foreign currency swaps, foreign exchange forward contracts and the interest rate cap (the Cap) at January 31, 2006 totaled approximately ($34,531,000) (2005—$9,444,000) and has been included in “derivative financial instruments” on the consolidated balance sheet.

The Partnership has three outstanding swap agreements with its lenders which do not qualify for hedge accounting.

Two swap agreements are a combination derivative consisting of a foreign currency swap and an interest rate swap that expire on January 31, 2011 and were undertaken to address two risks with its U.S. dollar, LIBOR based term bank loans (note 7). The foreign currency swap enables the Partnership to effectively fix its exchange rate on its principal payments on the U.S. dollar debt to 1.1922. The agreements call for the Partnership to pay a fixed amount in Canadian dollars and receive a fixed amount in U.S. dollars, as indicated in the following table:

In addition, the swap agreements enable the Partnership to convert the interest rate on the debt from U.S. dollar LIBOR to Canadian Banker’s Acceptance rate and fix the exchange rate on these payments to 1.1922. The agreements provide for the Partnership to pay interest on the stated notional amount at a variable rate of Canadian Banker’s Acceptance rate plus 2.9% (in Canadian Dollars) and to receive interest at LIBOR plus 2.5% (in U.S. dollars) with a fixed U.S./Cdn dollar conversion rate of 1.1922.

On August 12, 2005, the Partnership entered into a swap agreement with its lenders which is a combination derivative consisting of a foreign currency swap and an interest rate swap that expires on January 31, 2011. The swap agreement was undertaken to address two risks associated with the additional U.S.$45,000,000 LIBOR based term bank loan obtained in August 2005. The foreign currency swap enables the Partnership to effectively fix its exchange rate on its interest and principal payments on this debt at 1.2015. In addition, the swap agreement enables the Partnership to convert the interest rate on the debt from U.S. dollar LIBOR to Canadian Banker’s Acceptance rate and fix the exchange rate on these payments at 1.2015. The agreement provides for the Partnership to pay interest on the stated notional amount at a variable rate of Canadian Banker’s Acceptance rate plus 2.519% (in Canadian Dollars) and to receive interest at LIBOR plus 2.25% (in U.S. dollars) with a fixed U.S./Cdn dollar conversion rate of 1.2015.

The fair value of the three above noted swap agreements as at January 31, 2006 was ($17,405,000) which has been recorded as a reduction of “foreign exchange loss on derivative financial instruments and long-term debt” in the consolidated statement of earnings and has been included in derivative financial instruments on the consolidated balance sheet.

On February 15, 2005 the Partnership entered into a contract maturing on January 31, 2007 that establishes an interest rate cap which does not qualify for hedge accounting. The Cap was undertaken to address certain interest rate risks associated with the long-term debt and swap arrangements. The Cap provides for quarterly payments to the Partnership for interest due on the notional amount of $120,000,000 in excess of the Canadian Banker’s Acceptance rate cap of 4.5% from the counterparty.

As at January 31, 2006, the fair value of the Cap is $39,000 which has been included in “derivative financial instruments” on the consolidated balance sheet. The change in fair value of the Cap has been included in “foreign exchange loss on derivative financial instruments and long-term debt” in the consolidated statement of earnings.

The Partnership has foreign exchange forward contracts that qualify for hedge accounting. The foreign exchange forward contracts are used to minimize the Partnership’s exposure to foreign currency fluctuations associated with anticipated U.S. dollar denominated purchases.

As at January 31, 2006, the Partnership had foreign exchange forward contracts to purchase U.S.$110,000,000 for $128,352,000 Canadian maturing between February 2006 and October 2006. The fair value of these contracts outstanding at January 31, 2006 was approximately ($3,454,000) which represents the effective portion of the hedge and is deferred in a separate component in the consolidated statement of partners’ capital and other comprehensive income until the underlying hedged transactions are reported in the consolidated statement of earnings, which the Partnership anticipates will take place in the next quarter.

Other comprehensive income also includes a loss of approximately $1,865,000 which represents losses on foreign exchange contracts settled before January 31, 2006 that will be included in income when the related inventory is sold.

On August 12, 2005, the Partnership entered into two foreign currency swap agreements with its lenders which were undertaken to mitigate foreign exchange risk associated with the capital and interest payments on the U.S.$200,000,000 redeemable senior subordinated notes (note 7). The swap agreements qualify for hedge accounting under CICA Section 3865 “Hedges”. The agreements call for the Partnership to exchange fixed amounts as follows:

The fair value of these swap agreements as at January 31, 2006 was ($13,710,000) of which ($710,000) was deferred in a separate component in the consolidated statement of partners’ capital and other comprehensive income until the underlying hedged transactions are reported in the consolidated statement of earnings. The Partnership anticipates that approximately ($1,019,000) deferred in other comprehensive income will be recorded in earnings in the next year.

The Partnership periodically examines the effectiveness of the instruments to ensure that they are highly effective at reducing or modifying foreign exchange risks, associated with anticipated purchases and with the redeemable senior subordinated notes.

As at January 31, 2006 the fair value of all swap agreements was ($31,115,000) (2005—$8,089,000) and has been included in “derivative financial instruments” on the consolidated balance sheet. The change in fair value of the swap agreements has been recorded as a reduction of “foreign exchange loss on derivative financial instruments and long-term debt” with the exception of ($710,000) which has been deferred in other comprehensive income (see hedging derivatives).

Dollarama Capital Corporation (“DCC”), the parent company of Dollarama Group L.P. adopted a Management Option Plan (“The Plan”) whereby managers, directors and employees of the Partnership may be granted stock options to acquire shares of DCC. The number and characteristics of stock options granted is determined by the Board of DCC and will have a life not exceeding 10 years. The aggregate number of common shares and class B preferred shares of DCC that may be issued pursuant to the plan is 13,500,000 and 27,000,000, respectively.

1,954,167 and 3,906,280 options were granted to purchase an equivalent number of common shares and class B preferred shares, respectively of DCC at $1.00 per share. The options vest at a rate of 20% annually on the anniversary of the grant date.

3,908,334 and 7,812,560 options were granted to purchase an equivalent number of common shares and class B preferred shares, respectively of DCC at $1.00 per share. The options become eligible to vest annually from the date of grant at a rate of 20% upon occurrence of (i) a change of control, or (ii) an initial public offering, where certain minimum rates of return are achieved.

An option on the common shares must be exercised in combination with two options on the Class B preferred shares (referred to as a “Combined Option”).

The weighted average fair value of a Combined Option at the grant date is as follows:

The fair values have been determined based on an independent appraisal using the following weighted average assumptions:

The expected life was estimated using the average of the vesting period and the contractual life of the options.

As for the expected dividend rate, it was estimated that no dividends will be paid on DCC’s common and Class B preferred shares. However, the fact that the redemption value of DCC’s Class B preferred shares accretes by 2.7% quarterly was considered in determining the fair values.

The Partnership has recognized a stock-based compensation expense of $598,000 for the year ended January 31, 2006 ($202,000 for the period from November 18, 2004 to January 31, 2005) relating to the options with Service Conditions and Nil for the same periods for options with Performance Conditions.

Had the performance requirements been met (change of control or an initial public offering, where the minimum rates of return were achieved), the Partnership would have recognized an additional expense of

approximately $780,000 (2005—$144,000) using the accelerated attribution method over the vesting period. If and when the performance conditions are met, the Partnership will record in that period the cumulative expense that would have otherwise been recognized had the outcome of the performance conditions been known as at the grant date.

Interest paid for the year ending January 31, 2006 was approximately $39,263,000 (2005—$8,826,000).

Included in expenses are management fees of $3,000,000 (2005—$298,000) charged by Bain Capital Partners VIII, LP, a company controlled by the controlling shareholder.

Expenses include rent of $1,081,000 (2005—$193,000) and $4,067,000 (2005—$520,000) charged by S. Rossy Investments Inc. and 9076-4028 Québec Inc., respectively. These Companies are controlled by a minority shareholder.

Included in receivables is Nil (2005—$2,237,000) receivable from S. Rossy Inc., a company controlled by a minority shareholder.

Included in accrued expenses and other is $1,798,000 (2005—$298,000) payable to Bain Capital Partners VIII, LP, a company controlled by the controlling shareholders.

Acquisition costs and deferred financing costs in 2005 (note 3) included approximately $88,000 and $8,654,000, respectively charged by Bain Capital Partners VIII, LP, a company controlled by the controlling shareholders.

These transactions were measured at the exchange amount which is the amount of the consideration established and agreed to by the related parties.

Cash and cash equivalents, receivables, accounts payable and accrued liabilities and other are all short-term in nature and as such, their carrying values approximate fair values.

The estimated fair value of the long-term debt is based upon discounted future cash flow, using the current market rate for a similar long-term debt. The fair values of these financial instruments approximate their carrying values.

The fair value of a financial instrument is the price at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined with reference to available market information at the balance sheet date and using quotations provided by the counterparties of the financial instruments.

The Partnership prepared the financial statements in accordance with Canadian generally accepted accounting principles, which conform in all material respects to those in the United States.

We have audited the accompanying combined balance sheets of S. Rossy Inc. and Dollar A.M.A. Inc. as at November 17, 2004 and January 31, 2004 and the combined statements of earnings, retained earnings and cash flows for the period from February 1, 2004 to November 17, 2004 and for the year ended January 31, 2004. These combined financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, these combined financial statements present fairly, in all material respects, the financial position of the Companies as at November 17, 2004 and January 31, 2004 and the results of their operations and their cash flows for the period from February 1, 2004 to November 17, 2004 and for the year ended January 31, 2004 in conformity with Canadian generally accepted accounting principles.

The Companies operate discount variety retail stores in Canada under the name DOLLARAMA that sell substantially all items for $1.00 or less. As at November 17, 2004, the Companies operated 346 stores (January 31—331) in the provinces of Québec, Ontario, Manitoba and the Maritime provinces. The Companies’ corporate headquarters, distribution centre and warehouses are located in Montreal, Canada.

The combined financial statements reflect the historical financial position, results of operations and cash flows of the businesses of S. Rossy Inc. and Dollar A.M.A Inc. (the “Companies”). On combination all significant inter-company transactions and balances have been eliminated.

Historically certain parties related to the Companies (see note 18) provided services such as short-term financing, rental of corporate headquarters, distribution centre, two warehouses and seven stores, and various management functions. The costs of these services are not necessarily indicative of the cost that would have been incurred if the Companies had internally performed or acquired the services from unrelated parties.

On February 1, 2004, the Companies adopted the Canadian Institute of Chartered Accountants (“CICA”) Accounting Guideline #13 (AcG-13), “Hedging Relationships” and the Emerging Issues Committee abstract (EIC) 128, “Accounting for Trading, Speculative or Non-hedging Derivative Financial Instruments”. AcG-13 provides detailed guidance on the identification, designation, documentation and effectiveness of hedging relationships, for the purposes of applying hedge accounting and the discontinuance of hedge accounting. EIC-128 requires that any derivative financial instrument not designated within an AcG-13 compliant hedging relationship be measured at fair value with changes in fair value recorded in earnings.

The impact of recognizing derivatives at fair value resulted in an increase in derivative financial instruments on the balance sheet of approximately $7,198,000 as at November 17, 2004 and the resulting changes in fair value were recognized as a reduction of earnings.

In preparing the Companies’ financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Actual results may differ from these estimates.

Cash and cash equivalents include highly liquid investments with original maturities of three months or less when purchased.

The valuation of merchandise inventories is determined by the retail inventory method valued at the lower of cost (first-in, first-out) or market. Under the retail inventory method, merchandise inventories are converted to a cost basis by applying an average cost to selling ratio. Merchandise inventories include items that have been marked down to management’s best estimate of their net realizable value.

Property and equipment are carried at cost and the equipment acquired under capital leases is recorded at the present value of the minimum lease payments.

Property and equipment are amortized over the estimated useful lives of the respective assets as follows:

During the period, the Companies adopted the CICA Handbook Section 3063 “Impairment of Long-Lived Assets”. The new standards require an impairment loss to be recognized when the carrying amount of a long-lived asset to be held and used, such as property and equipment and favorable leases rights, exceeds the sum of the undiscounted cash flows expected from its use and eventual disposition. The impairment recognized should be measured as the amount by which the carrying amount of the asset exceeds its fair value. The standard has been applied prospectively and has no impact on the current period’s results.

The favorable lease rights represent payments made to acquire leases from third parties and are amortized on the straight-line method over the remaining term of the operating leases.

The Companies recognize rental expense and inducements received from landlords on a straight-line basis over the base, non-cancelable lease terms. Any difference between the calculated expense and the amounts actually paid is reflected as a liability in the Companies’ balance sheet.

The Companies recognize contingent rental expense when the achievement of specified sales targets are considered probable.

Monetary assets and liabilities denominated in foreign currencies are translated at period-end exchange rates while non-monetary assets and liabilities are translated at historic rates. Revenues and expenses are translated at prevailing market rates in the recognition period. The resulting exchange gains or losses are recorded in the financial statements when realized.

Foreign exchange gains of approximately $3,410,000 (January 31—$5,302,000) have been included in cost of sales on the combined statement of earnings.

The Companies use derivative financial instruments to manage risks related to foreign exchange and not for trading or speculative purposes. Gains and losses on outstanding foreign exchange options used to mitigate foreign exchange risks on future purchases are recorded in the financial statements when realized.

The Companies follow the liability method with respect to accounting for income taxes. Future tax assets and liabilities are determined based on differences between the carrying amount and the tax basis of assets and liabilities (temporary differences). Future income tax assets and liabilities are measured using the enacted tax rates that will be in effect when these differences are expected to reverse. Future income tax assets, if any, are recognized only to the extent that, in the opinion of management, it is more likely than not that the assets will be realized.

The Companies include the cost of merchandise inventories, procurement, warehousing and distribution costs, and certain occupancy costs in cost of sales.

The Companies record vendor rebates consisting of volume purchase rebates, when earned. The rebates are recorded as a reduction of inventory purchases, at cost which has the effect of reducing cost of sales.

The Companies offer a group defined contribution plan to eligible employees whereby the Companies match employees’ contributions up to 3% of the employee’s salary. The pension expense for the period ended November 17, 2004 amounted to approximately $464,000 (January 31—$458,000).

The investment in and advances to S. Rossy Investments Inc., an investee of S. Rossy Inc. and under the same common control as Dollar A.M.A Inc., consists of the following:

Amortization of favorable lease rights for the next five years is approximately as follows:

The Companies have available a collateralized bank line of credit for a maximum of $20,000,000 ($30,000,000 between September 1 and December 31). Borrowings are limited to 50% of eligible merchandise inventories of the Companies. The line of credit is collateralized by the merchandise inventories and is reviewed annually. Interest accrues on outstanding advances at the bank’s prime rate and is payable monthly.

Long-term debt interest for the period ended November 17, 2004 amounted to approximately $135,000 (January 31—$115,000).

Interest on obligations under capital leases for November 17, 2004 amounted to $17,000 (January 31—$69,000).

9086-6666 Québec Inc. owns 100% of S. Rossy Inc. and has common shareholders with Dollar A.M.A. Inc. The loan is repayable in full on January 31, 2010. The loan bears interest at the prime rate of the Royal Bank of Canada plus 0.5% per annum, with interest payable quarterly on March 31, June 30, September 30 and December 31 of each year. The loan is secured by a movable hypothec on the universality of movable property ranking second (2nd) to the Companies’ lenders.

Interest charged by 9086-6666 Québec Inc. for November 17, 2004 amounted to $4,430,000 (January 31—$4,453,000) and approximates market rates.

At November 17, 2004, there were contractual obligations for leases amounting to approximately $242,368,000 (January 31—$193,456,000). The leases extend over various periods up to the year 2019 and it is expected that in the normal course of operations most leases will be renewed under option clauses or will be renegotiated.

The basic annual rent (including leases with related parties) exclusive of contingent rentals, for the next five years is as follows:

The basic annual rent and contingent rent for store, warehouse, distribution centre and corporate headquarters’ operating leases (including leases with related parties) included in the accompanying combined statements of earnings is $23,275,000 (January 31—$27,829,000) and $532,000 (January 31—$761,000), respectively.

S. Rossy Inc. has furnished an unlimited guarantee with respect to the indebtedness of S. Rossy Investment Inc. to the Business Development Bank of Canada. As at November 17, 2004, the total outstanding indebtedness of S. Rossy Investments Inc. amounted to approximately $2,327,000 (January 31—$2,481,000).

The Companies sometimes utilize financial instruments to reduce the risks associated with changes in foreign currency rates. The Companies do not hold financial instruments for trading or speculative purposes.

On September 8, 2004, the Companies sold an option to their banker. The option allows the Companies’ banker to purchase $25,400,000 Canadian (January 31—$19,463,000) from the Companies in exchange for $20,000,000 U.S. (January 31—$15,000,000 U.S.). The Companies’ banker may exercise this option on November 30, 2004. As at November 17, 2004, the fair value of this option is ($1,524,000) which has been recorded as a reduction of earnings in the combined statement of earnings and included in “derivative financial instruments” on the combined balance sheet.

As at November 17, 2004, the Companies had foreign exchange forward contracts to purchase $65,000,000 U.S. (January 31—$Nil) for $83,321,000 Canadian (January 31—$Nil), maturing between December 2004 and June 2005. The fair value of these contracts outstanding at November 17, 2004 was approximately ($5,673,000) which has been recorded as a reduction of earnings in the combined statement of earnings and included in “derivative financial instruments” on the combined balance sheet.

Legal proceedings have been instituted against the Companies for alleged copyright infringement pertaining to the sale of certain products. The Companies have denied this claim and, in the opinion of Management, this claim is without merit. It is not possible at this time to determine the outcome of this matter accordingly, no provision has been made in the accounts for this claim.

Significant components of future income tax assets and liabilities at November 17, 2004 are as follows:

Income taxes reported differ from the amount computed by applying statutory rates to earnings before income taxes. The reasons are as follows:

The following transactions occurred between the Companies and the afore-noted entities:

These transactions were measured at the exchange amount which is the amount of the consideration established and agreed to by the related parties.

Approximately $47,347,000 (17.9%) (January 31—$138,153,000 (39.4%)) of the Companies’ purchases are made from Aris Import Inc., the major distributor used by the Companies for imports from overseas. The Companies are the only customers of Aris Import Inc.

These transactions were measured at the exchange amount which is the amount of the consideration established and agreed to by the parties.

The Companies purchase internationally and are therefore exposed to market risks related to foreign currency fluctuations. To reduce these risks, the Companies use derivative financial instruments such as forward exchange contracts and foreign currency denominated options, principally in U.S. dollars. The Companies do not

hold or issue derivative financial instruments for trading or speculative purposes. Derivative financial instruments are subject to standard credit terms and conditions, financial controls, management and risk monitoring procedures. The Companies deal with a major financial institution and do not anticipate nonperformance by counterparties.

Cash and cash equivalents, receivables, sundry receivables, accounts payable, accrued expenses and other, and dividend payable are all short-term in nature and as such, their carrying values approximate fair values.

The estimated fair value of the long-term debt and obligations under capital leases is based upon discounted future cash flow, using the current market rate for a similar long-term debt and obligations under capital leases. The fair values of these financial instruments approximate their carrying values.

A reasonable estimate of the fair value could not be made for the loans receivable, advances to related parties and due to Company under common control as there is no comparable market data.

The Companies prepare the financial statements in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which conform in all material respects to those in the United States (U.S. GAAP), except as follows:

On February 1, 2001, the Companies prospectively adopted the Financial Accounting Standards Board Statement 133 “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”) and its amendments (FAS 138 and FAS 149), which require all derivatives to be carried on the balance sheet at fair value. The foreign exchange contracts used by the Companies did not qualify for hedge accounting treatment during the period ended November 17, 2004 and the year ended January 31, 2004 under U.S. GAAP; changes in the fair value of the derivatives were included in the earnings of the periods.

In June 2002, the Canadian Institute of Chartered Accountants issued Emerging Issues Committee Abstract of Issue Discussed 128 “Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments” (“EIC-128”) which requires all derivatives that are entered into for trading or speculative purposes, or that do not qualify for hedge accounting under Accounting Guideline 13 “Hedging Relationships” (“AcG-13”), to be recognized in the balance sheet and measured at fair value with changes in fair value of the derivatives to be charged to earnings. EIC-128 was applicable to the Companies’ first interim period ended April 30, 2004. Previously, under Canadian GAAP the fair value of derivative instruments were disclosed in the notes to the combined financial statements but were not recorded in the combined balance sheet.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). In December 2003, the FASB issued FIN 46R, which superseded FIN 46 and contains numerous exemptions. FIN 46R applies to financial statements of public entities that have or potentially have interests in entities considered special purpose entities for periods ended after December 15, 2003, and otherwise to interests

in variable interest entities (“VIE”) for periods ending after March 15, 2004. VIEs are entities that have insufficient equity and/or their equity investors lack one or more specified essential characteristics of a controlling financial interest. The guideline provides specific guidance for determining when an entity is a VIE, and who, if anyone, should consolidate the VIE. FIN 46R was applied to the Companies’ first interim period ended April 30, 2004.

The Companies have determined that Aris Import Inc., the major distributor used by the Companies for imports from overseas and S. Rossy Investments Inc., owner of the Companies’ head office, distribution centre and 4 stores meet the criteria for being VIE’s. Accordingly, the Companies are required to consolidate the results of Aris Import Inc. and S. Rossy Investments Inc. commencing in the first interim period ended April 30, 2004.

Under Canadian GAAP, Accounting Guideline # 15 “Consolidation of Variable Interest Entities” will require the Companies to consolidate the results of Aris Import Inc. and S. Rossy Investments Inc. beginning only in the interim period ended April 30, 2005.

The above adjustments have no material impact on the combined statement of earnings and the combined statement of cash flows.

The effect of the above adjustments on the combined balance sheet is as follows:

S. Rossy Inc. has furnished an unlimited guarantee (note 14) with respect to the indebtedness of S. Rossy Investments Inc.

Aris Import Inc. has letters of credit issued for purchase of inventories totaling $1,017,000 (U.S.$852,000).

On November 18, 2004, S. Rossy Inc. acquired certain property and equipment of Aris Import Inc. used in the operation of its import business for no consideration.

On November 18, 2004, the Companies sold substantially all of their operating assets and liabilities, pursuant to an asset purchase agreement. The consideration paid by the acquiree was approximately $1,020,112,000 of which $934,304,000 was paid in cash and the balance in equity of the acquiree. The net book value of the assets and liabilities sold is approximately as follows:

The following summary is qualified in its entirety by reference to the complete text of applicable statutes, and by-laws referred to below.

Dollarama Group GP Inc., the general partner of Dollarama Group L.P., is organized under the laws of Canada. The Canada Business Corporations Act, the governing act to which Dollarama Group GP Inc. is subject, provides that:

(1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

(2) A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in paragraph (1). However, the individual shall repay the moneys if he or she does not fulfill the conditions of paragraph (3).

(3) A corporation may not indemnify an individual under paragraph (1), unless the individual (a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

(4) A corporation may with the approval of a court indemnify a person referred to in paragraph (1), or advance moneys under paragraph (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in paragraph (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action if the individual fulfils the conditions set out in paragraph (3).

(5) Despite paragraph (1), an individual referred to in paragraph (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in paragraph (1), if the individual seeking indemnity (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (b) fulfils the conditions set out in paragraph (3).

(6) A corporation may purchase and maintain insurance for the benefit of a director or officer of the corporation, a former director or officer of the company or any individual who acts or acted at the request of the corporation as a director or officer or in a similar capacity, of another entity, against any liability incurred by the individual in the individual’s capacity as a director or officer of the corporation or in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the request of the corporation.

(7) The By-Laws of Dollarama Group GP Inc. provide that the corporation shall indemnify such persons to the extent permitted by the Canada Business Corporations Act.

Dollarama Corporation is organized under the laws of the province of New Brunswick. The Business Corporations Act of New Brunswick (or NBBCA), the governing act to which Dollarama Corporation is subject, provides that:

(1) Except in respect of an action by or on behalf of the corporation or a body corporate to procure a judgment in its favor, the corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another person who acts or acted at the corporation’s request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and that person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person in respect of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or officer of that corporation or body corporate, if

(a) that person acted honestly and in good faith with a view to the best interests of the corporation, and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that that person’s conduct was lawful.

(2) The corporation may with the approval of the Court of Queen’s Bench of New Brunswick (the “Court”) indemnify a person referred to in (1) above in respect of an action by or on behalf of the corporation or a body corporate to procure a judgment in its favor, to which he is made a party by reason of being or having been a director or an officer of the corporation or a body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action if he fulfills the conditions set out in (1) (a) and (b) above.

(3) Notwithstanding the foregoing, a person referred to in (1) above is entitled to indemnification from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with the corporation or a body corporate if he was substantially successful on the merits in his defense of the action or proceeding, he fulfills the conditions set out in (1) (a) and (b) above and is fairly and reasonably entitled to indemnification.

(4) The corporation or a person referred to above may apply to the Court for an order approving an indemnity and the Court may so order and make any further order it thinks fit. On such an application, the Court may order notice to be given to any interested person and such person is entitled to appear and be heard in person or by counsel.

(5) The By-laws of the Corporation provide that the Corporation shall indemnify such persons to the extent permitted by the NBBCA.

(6) The NBBCA further provides that the corporation may purchase and maintain insurance for the benefit of any person referred to in (1) above against any liability incurred by the person in his capacity as a director or officer of the corporation or in his capacity as a director or officer of another body corporate if the person acts or acted in that capacity at the request of the corporation, except where the liability relates to a failure to act honestly and in the best interests of the corporation or other body corporate.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 22 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally

prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective

(d) Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(f) Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the the Registrant has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 30th day of May, 2006.


Dollarama Group L.P.

By:		Dollarama Group GP Inc., its general partner

By:		/S/ LARRY ROSSY
		Name: Larry Rossy
		Title: Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the general partner of the Registrant hereby constitutes and appoints Larry Rossy and Robert Coallier (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.