Exhibit
4.02  EXECUTION COPY  CONSENT AND AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT  This Consent and Amendment No. 1 to Third
Amended and Restated Credit Agreement (the Agreement)
is made as of the 1st day of November, 2006between Agnico-Eagle Mines Limited (the Borrower), The Bank of Nova Scotia, as
co-arranger, administrative agent and technical agent, Société Générale
(Canada), as co-arranger and syndication agent, N M Rothschild & Sons
Limited, as co-arranger and co-documentation agent, The Toronto-Dominion Bank,
as co-documentation agent, and the banks and other financial institutions party
hereto, as lenders.  RECITALS:  A.Reference is made to the third amended and restated credit agreement
dated as of October 17, 2006 (the Credit
Agreement) between the Borrower, as borrower, The Bank of Nova
Scotia, as co-arranger, administrative agent and technical agent, Société
Générale (Canada), as co-arranger and syndication agent, N M Rothschild &
Sons Limited, as co-arranger and co-documentation agent, The Toronto-Dominion
Bank, as co-documentation agent, and each bank and financial institution party
thereto (the Lenders), as
lenders.  B.The Borrower proposes to enter into and complete the reorganization
described on Annex 1 hereto (the Reorganization).  C.The Borrower has requested that the Lenders consent to the
Reorganization.  D.The Lenders will consent to the Reorganization on the terms and
conditions set forth below.  E.The parties wish to amend the Credit Agreement in the manner set
forth below.  NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agree as follows:  1.DEFINITIONS.  All capitalized terms used herein which are
not defined herein shall have the respective meanings given to them in the
Credit Agreement.  2.CONSENT.  Subject to Section 4 below, the Lenders
consent, effective from and after the date hereof, to the Reorganization.  3.AMENDMENTS.  Subject to Section 4 below, the Credit
Agreement is amended, effective from and after the date hereof, by:


(a)adding the following definitions (in appropriate alphabetical order)
to Section 1.1:  Additional
Intercompany Scandinavian Creditor means each direct or indirect Subsidiary
of the Borrower (excluding 1715495 Ontario Inc., Agnico-Eagle (Delaware)
L.L.C.,Agnico-Eagle (Delaware) II L.L.C. and
Agnico-Eagle (Delaware) III L.L.C.) which is owed any
Additional Intercompany Scandinavian Debt.  Additional
Intercompany Scandinavian Debt means the sum (without regard to set-off)
of (a) the total indebtedness owing by Agnico-Eagle Sweden AB to each other
direct or indirect Subsidiary of the Borrower, (b) the total indebtedness owing
by Riddarhyttan Resources AB to each other direct or indirect Subsidiary of the
Borrower, (c) the total indebtedness owing by Agnico-Eagle AB to each other
direct or indirect Subsidiary of the Borrower and (d) the total indebtedness
owing by each other Scandinavian Subsidiary to each other direct or indirect
Subsidiary of the Borrower.  (b)deleting the definition of Riddarhyttan Resources AB in Section 1.1
in its entirety and replacing it with the following:  Riddarhyttan
Resources AB shall mean Riddarhyttan Resources AB (publ) or, as
applicable, Riddarhyttan Resources AB, a Swedish corporation, and its
successors.  (c)deleting Section 10.3(b)(iii) in its entirety and replacing it with
the following:  without
duplicating Section 10.3(b)(i), the Borrower may make loans or advances to, or
capital contributions in, any Subsidiary, and any Subsidiary may make loans or
advances to, or capital contributions in, any other Subsidiary, if, at the time
of such loan, advance or capital contribution, the Investment Conditions shall
have been satisfied and such loan or capital contribution to, or in, any such
Subsidiary is used by such Subsidiary (I) for the purposes set out in, and in
accordance with, Section 10.3(b)(vii) or (ix) or (II)for operating,
exploration, reclamation or capital expenditures of a Subsidiary or to repay
loans or advances or return such capital contributions previously made by the
Borrower or a Subsidiary for such purposes; provided
that, in the case of any loans or advances made by the Borrower or any
Subsidiary to any Scandinavian Subsidiary, the Borrower or such other
Subsidiary has assigned such indebtedness to the Administrative Agent;  (d)deleting the last paragraph of Section 10.3(c) in its entirety and
replacing it with the following:  Notwithstanding any other provision hereof,
neither the Borrower nor any Subsidiary (including, for greater certainty, any
Scandinavian Subsidiary) shall create, incur, assume or suffer to exist any
Indebtedness owed to any Person other than any Subsidiary or the Borrower which
has recourse to any Scandinavian Subsidiary or any assets held by any
Scandinavian Subsidiary if such outstanding Indebtedness, in the aggregate,
would exceed US $10,000,000. For greater certainty, for the purposes of the
immediately preceding sentence only, recourse shall not include any rights
conferred on a Person as a result of the ownership of shares of any
Scandinavian Subsidiary.  2


(e)deleting Section 11.1(v) in its entirety and replacing it with the
following:  (a) the Borrower
ceases to own, directly or indirectly, all of the issued and outstanding
Capital Stock of any Subsidiary which owns or controls an Included Property, or
(b) the Borrower ceases to own all of the issued and outstanding Capital Stock
of any Subsidiary which owns the Capital Stock of another Subsidiary which owns
or controls an Included Property, or (c) any Subsidiary which owns the issued
and outstanding Capital Stock of another Subsidiary which owns an Included
Property or which owns the issued and outstanding Capital Stock of another
Subsidiary which owns or controls an Included Property ceases to own all such
issued and outstanding Capital Stock; provided that, until such time as
Agnico-Eagle Sweden AB has completed the compulsory acquisition procedure under
Swedish law in respect of the 2.7% of the shares of Riddarhyttan Resources AB
that it does not own on the date hereof, the holding by Agnico-Eagle Sweden AB
of 97.3% of the shares of Riddarhyttan Resources AB shall not constitute an
Event of Default, but the holding by Agnico-Eagle Sweden AB of less than 97.3%
of the shares of Riddarhyttan Resources AB shall constitute an Event of
Default.  (f)adding the following after Section 9.1(n), as new Section 9.1(o):  forthwith and
in any event within 5 Business Days after each time that the Additional
Intercompany Scandinavian Debt exceeds US $10,000,000, the Borrower shall
notify the Administrative Agent of such event or occurrence; and  Old Section
9.1(o) shall become Section 9.1(p). The last word, and in Section 9.1(n),
shall be deleted.  (g)adding the following after Section 10.2(v) as Section 10.2(w):  Security for
Additional Intercompany Scandinavian Debt. At any time that the Additional Intercompany Scandinavian Debt
exceeds US $10,000,000, the Borrower shall cause to be delivered to the
Administrative Agent by each Additional Intercompany Scandinavian Creditor a
guarantee of the Senior Secured Indebtedness and an assignment to the
Administrative Agent of such indebtedness, each in form and substance
satisfactory to the Lenders, with the security interest granted thereby being a
first priority security interest subject only to Permitted Liens, together with
any other documents or opinions required by the Lenders in support thereof.  (h)deleting the definition of Obligors in the Provisions and
replacing it with the following:  Obligors
means, collectively, the Borrower and each of the guarantors of the Borrowers
obligations.  3


Subject
to Section 4 below, the Credit Agreement is amended, effective from and after
the date of the completion of the Reorganization, by deleting Schedule 8.1(t)
(Subsidiaries and Capital Stock) and replacing it with updated Schedule 8.1(t)
hereto.  4.CONDITIONS TO EFFECTIVENESS.  This Agreement shall not become effective
until the following conditions are satisfied:  (a)Due Diligence. The Lenders shall have
conducted due diligence satisfactory to them on the Reorganization.  (b)Closing Documents. The Borrower shall
have delivered, or caused to be delivered, the documents, and taken, or caused
to be taken, the actions, contemplated by the Closing Matters section of the
closing checklist attached hereto as Annex 2, all in form and substance
satisfactory to the Lenders, acting reasonably.  Execution and
delivery by a Lender of a counterpart of this Agreement shall be deemed
confirmation by such Lender that the conditions referred to in Sections 4(a)
and (b) above have been fulfilled to the satisfaction of such Lender. Upon
completion of the conditions referred to in Sections 4(a) and (b) above to the
satisfaction of the Lenders, the Administrative Agent will so notify the
Borrower in writing.  5.POST-CLOSING COVENANT.  The Borrower agrees to deliver, or cause to
be delivered, the documents, and take, or cause to be taken, the actions,
contemplated by the Post-Closing Matters section of the closing checklist
attached hereto as Annex 2 within the following time periods:  No.
  
  Document
  
  Time Period1.
  
  Search
  report of DWPV-NY
  
  Within
  45 days of the Administrative Agent notifying the Borrower of the completion
  of the conditions referred to in Sections 4(a) and (b) above to the
  satisfaction of the Lenders.2.
  
  Pledge
  Amendment to Securities Pledge Agreement by Newco Ontario pledging the shares
  of AE Sweden
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.3.
  
  Interim
  Share Certificate evidencing the shares of AE Sweden held by Newco Ontario
  duly endorsed in blank
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.4.
  
  Notice
  of Pledge Agreement and Acknowledgement by AE Sweden
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.5.
  
  Shareholders
  Register of AE Sweden
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.  4


No.
  
  Document
  
  Time Period6.
  
  Officers
  Certificate for Newco Ontario confirming no change to articles and by-laws of
  Newco Ontario, and attaching:
  (a)Authorizing
  resolutions
  (b)Incumbency
  particulars
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.7.
  
  Certificate
  of Status for Newco Ontario
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.8.
  
  Opinion
  of DWPV
  
  Upon
  Newco Ontario acquiring any shares of AE Sweden.9.
  
  Share
  Certificate evidencing the shares of AE Sweden held by Newco Ontario duly
  endorsed in blank
  
  Within
  60 days of Newco Ontario acquiring any shares of AE Sweden.  6.REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders to enter into
this Agreement, the Borrower represents and warrants as follows:  (a)each representation and warranty of each Restricted Party contained
in the Financing Documents is true and correct on the date hereof (where such
representation or warranty is qualified by Material Adverse Effect or any
other materiality concept), and in all other cases true and correct in all
material respects on the date hereof, as though such representation and
warranty had been made on and as of the date hereof (unless such representation
and warranty is expressly limited to an earlier date or is no longer true and
correct solely as a result of transactions not prohibited by the Financing
Documents);  (b)no Material Adverse Change has occurred since the effective date of
the last financial statements of the Borrower delivered to the Administrative
Agent pursuant to Section 9.1(b) or (c) of the Credit Agreement; and  (c)no Default has occurred and is continuing.  Each
representation and warranty made in this Agreement shall survive the execution
and delivery of this Agreement.  7.CONFIRMATION.  Except to the extent specifically provided
herein, nothing herein waives, amends or otherwise alters the Credit Agreement,
the Documents or the rights and remedies of the Administrative Agent and the
Lenders thereunder or under applicable law, all of which rights and remedies
remain in full force and effect. The amendments referred to herein apply only
to the specific subject matter hereof, and nothing herein shall constitute an
amendment or waiver  5


of,
consent to, or shall in any manner affect any of the rights and remedies of the
Administrative Agent and the Lenders with respect to, any other matter.  8.MISCELLANEOUS.  (a)The Credit Agreement and the Documents shall be read and construed
throughout so as to incorporate the provisions of this Agreement.  (b)This Agreement may be signed in counterparts and transmitted by
facsimile, each of which shall be considered an original and all of such
counterparts taken together shall constitute one and the same agreement.  (c)This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable in the
Province of Ontario.  (d)The parties hereto shall from time to time do all such further acts
and things and execute and deliver all such documents as are required in order
to effect the full intent of and fully perform and carry out the terms of this
Agreement.  (e)This Agreement shall be binding upon the parties hereto and their
respective successors and permitted assigns, and shall enure to the benefit of
the parties hereto and their respective successors and permitted assign.  [execution pages follow]  6


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.  AGNICO-EAGLE MINES LIMITEDBy:
  (signed)R. Gregory LaingName: R.
  Gregory LaingTitle:
  General
  Counsel, Senior Vice President, Legal and Corporate Secretary


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   THE BANK OF NOVA SCOTIA, as Co-
  Arranger, Administrative Agent and
  Technical AgentBy:
  
  (signed)
  Alistair BorthwickName:
  Alistair
  BorthwickTitle:
  DirectorBy:
  
  (signed)
  Alicia OseguedaName:
  Alicia
  OseguedaTitle:
  Associate
  Director


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   SOCIÉTÉ GÉNÉRALE (CANADA), as
  Co-Arranger and Syndication AgentBy:
  
  (signed)
  David BaldoniName:
  David
  BaldoniTitle:
  Managing
  DirectorBy:
  
  (signed)
  Paul PrimavesiName:
  Paul
  PrimavesiTitle:
  Vice President


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   N M ROTHSCHILD & SONS LIMITED,
  as Co-Arranger and Co-Documentation
  AgentBy:
  
  (signed)
  Nicholas WoodName:
  Nicholas
  WoodTitle:
  DirectorBy:
  
  (signed)
  Alan ParkName:
  Alan
  ParkTitle:
  Director


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   THE TORONTO-DOMINION BANKas Co-Documentation agentBy:
  
  (signed)
  Rohan AppaduraiName:
  Rohan
  AppaduraiTitle:
  Managing
  Director


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   THE BANK OF NOVA SCOTIABy:
  
  (signed)
  Ray ClarkeName:
  Ray
  ClarkeTitle:
  DirectorBy:
  
  (signed)
  Derek TaylorName:
  Derek
  TaylorTitle:
  Associate
  Director


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   SOCIÉTÉ GÉNÉRALE (CANADA)By:
  
  (signed)
  David BaldoniName:
  David
  BaldoniTitle:
  Managing
  DirectorBy:
  
  (signed)
  Paul PrimavesiName:
  Paul
  PrimavesiTitle:
  Vice
  President


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   N M ROTHSCHILD & SONS LIMITEDBy:
  
  (signed)
  Alan ParkName:
  Alan
  ParkTitle:
  DirectorBy:
  
  (signed)
  Nicholas WoodName:
  Nicholas
  WoodTitle:
  Director


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   NATIONAL BANK OF CANADABy:
  
  (signed)
  Andre MarengerName:
  Andre
  MarengerTitle:
  DirectorBy:
  
  (signed)
  Rejean GuevremontName:
  Rejean
  GuevremontTitle:
  Managing
  Director


IN WITNESS WHEREOF each of the undersigned has caused this Consent and Amendment No. 1
to Third Amended and Restated Credit Agreement to be executed by its duly
authorized officer(s) as of the date first written above.   THE
  TORONTO-DOMINION BANKBy:
  
  (signed) Rohan
  AppaduraiName:
  Rohan AppaduraiTitle:
  Managing Director