Exhibit 4



EXECUTION COPY

December 23, 2004

AGNICO-EAGLE MINES LIMITED

 and 

EACH BANK AND FINANCIAL
INSTITUTION NOW OR HEREAFTER
PARTY HERETO

 and 

THE BANK OF NOVA SCOTIA, AS
CO-ARRANGER, ADMINISTRATIVE
AGENT AND TECHNICAL AGENT

 and 

SOCIÉTÉ GÉNÉRALE (CANADA), AS
CO-ARRANGER AND SYNDICATION
AGENT

 and 

N M ROTHSCHILD & SONS LIMITED,
AS CO-ARRANGER AND
DOCUMENTATION AGENT

|                                            
|--------------------------------------------
|SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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TABLE OF CONTENTS

|                            |  |                                                               |  | Page
|--------------------------- |  | ------------------------------------------------------------- |  | ----
|ARTICLE 1  INTERPRETATION  |  | 1                                                            
|1.1                         |  | Certain Defined Terms.                                        |  | 1   
|1.2                         |  | Accounting Terms.                                             |  | 19  
|1.3                         |  | Headings, etc.                                                |  | 20  
|1.4                         |  | Provisions Reference.                                         |  | 20  
|1.5                         |  | Amendment and Restatement.                                    |  | 20  
|1.6                         |  | Schedules, etc.                                               |  | 20  
|ARTICLE 2  CREDIT FACILITY |  | 21                                                           
|2.1                         |  | Creation of the Credit Facility.                              |  | 21  
|2.2                         |  | Amount, Availability and Purpose.                             |  | 21  
|2.3                         |  | Termination of Credit Facility.                               |  | 21  
|ARTICLE 3  ADVANCES        |  | 21                                                           
|3.1                         |  | Drawdown Procedures.                                          |  | 21  
|3.2                         |  | Prime Rate, Base Rate and LIBOR Advances.                     |  | 23  
|3.3                         |  | LIBOR Tranches.                                               |  | 23  
|3.4                         |  | Overdraft Facility.                                           |  | 23  
|3.5                         |  | Conversions.                                                  |  | 23  
|3.6                         |  | Execution of Bankers' Acceptances.                            |  | 23  
|3.7                         |  | Sale of Bankers' Acceptances.                                 |  | 24  
|3.8                         |  | Size and Maturity of Bankers' Acceptances and Rollovers.      |  | 24  
|3.9                         |  | Co-ordination of BA Advances.                                 |  | 24  
|3.10                        |  | Payment of Bankers' Acceptances.                              |  | 25  
|3.11                        |  | Deemed Advance  Bankers' Acceptances.                        |  | 25  
|3.12                        |  | Waiver.                                                       |  | 25  
|3.13                        |  | Degree of Care.                                               |  | 25  
|3.14                        |  | Indemnity.                                                    |  | 26  
|3.15                        |  | Obligations Absolute.                                         |  | 26  
|3.16                        |  | Shortfall on Drawdowns, Rollovers and Conversions.            |  | 26  
|3.17                        |  | Prohibited Use of L/Cs and Bankers' Acceptances.              |  | 26  
|3.18                        |  | Issuance and Maturity of L/Cs.                                |  | 26  
|3.19                        |  | Payment of L/Cs.                                              |  | 26  
|3.20                        |  | Cash Collateral.                                              |  | 27  
|3.21                        |  | Deemed Advance  L/Cs.                                        |  | 27  
|3.22                        |  | Lenders' Obligations Relating to Overdraft Facility and L/Cs. |  | 27  
|3.23                        |  | Adjustment of Applicable Percentages.                         |  | 28  
|3.24                        |  | Evidence of Indebtedness.                                     |  | 28  
|                            |  |                                                               |  |     

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|ARTICLE 4  INTEREST RATES AND FEES         |  | 28                                                 
|------------------------------------------- |  | ---------------------------------------------------
|4.1                                         |  | Interest Rate and Payment Dates.                   
|4.2                                         |  | Computation and Determination of Interest and Fees.
|4.3                                         |  | Provisions Reference.                              
|4.4                                         |  | Interest Act.                                      
|4.5                                         |  | Prohibited Rates of Interest.                      
|4.6                                         |  | Commitment Fee.                                    
|4.7                                         |  | L/C Fees.                                          
|4.8                                         |  | Interest under Overdraft Facility.                 
|4.9                                         |  | Amendment Fee.                                     
|ARTICLE 5  REDUCTIONS AND PAYMENTS         |  | 30                                                 
|5.1                                         |  | General Rule Regarding Repayments.                 
|5.2                                         |  | Term and Repayments.                               
|5.3                                         |  | Termination and Reduction of Commitments.          
|5.4                                         |  | Mandatory Prepayments.                             
|5.5                                         |  | Indemnity.                                         
|5.6                                         |  | Exchange Rate Fluctuations.                        
|5.7                                         |  | Payments.                                          
|5.8                                         |  | Authorized Transfer.                               
|5.9                                         |  | Provisions Reference.                              
|ARTICLE 6  CLOSING AND DRAWDOWN CONDITIONS |  | 33                                                 
|6.1                                         |  | Conditions Precedent to First Additional Advance.  
|6.2                                         |  | Conditions Precedent to All Advances.              
|6.3                                         |  | Place of Closings and Waiver of Conditions.        
|ARTICLE 7  SECURITY                        |  | 36                                                 
|7.1                                         |  | Security.                                          
|7.2                                         |  | Release.                                           
|7.3                                         |  | Registration.                                      
|7.4                                         |  | Bank Act Security.                                 
|7.5                                         |  | Change of Law and Further Assurances.              
|7.6                                         |  | Security for Hedge Indebtedness.                   
|7.7                                         |  | Reaffirmation of Existing Security.                
|ARTICLE 8  REPRESENTATIONS AND WARRANTIES  |  | 39                                                 
|8.1                                         |  | Representations and Warranties.                    
|8.2                                         |  | Disclosure Schedules.                              
|                                            |  |                                                    

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|ARTICLE 9  REPORTING COVENANTS AND PROCEDURES                |  | 45                                                                  
|------------------------------------------------------------- |  | --------------------------------------------------------------------
|9.1                                                           |  | General Reporting Requirements.                                     
|9.2                                                           |  | Mine Plan.                                                          
|9.3                                                           |  | Operating Budgets.                                                  
|9.4                                                           |  | Additional Procedures for Updating Mine Plan and Operating Budgets. 
|9.5                                                           |  | Review of Monthly Operating Report, Mine Plan and Operating Budgets.
|ARTICLE 10  COVENANTS OF THE BORROWER                        |  | 48                                                                  
|10.1                                                          |  | Financial Covenants.                                                
|10.2                                                          |  | Positive Covenants.                                                 
|10.3                                                          |  | Negative Covenants.                                                 
|ARTICLE 11  EVENTS OF DEFAULT                                |  | 60                                                                  
|11.1                                                          |  | Events of Default.                                                  
|11.2                                                          |  | Remedies.                                                           
|11.3                                                          |  | Cash Collateral.                                                    
|11.4                                                          |  | Rights Cumulative.                                                  
|11.5                                                          |  | Proofs of Claim, Etc.                                               
|11.6                                                          |  | Priority of Payments.                                               
|ARTICLE 12  THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES |  | 64                                                                  
|12.1                                                          |  | Provisions Reference.                                               
|12.2                                                          |  | Specific Provisions Relating to Hedge Counterparties.               
|ARTICLE 13  MISCELLANEOUS                                    |  | 65                                                                  
|13.1                                                          |  | Amendments, Waivers, Etc.                                           
|13.2                                                          |  | Amendments (Subsidiaries), Etc.                                     
|13.3                                                          |  | Lenders' Obligations Several.                                       
|13.4                                                          |  | Reproduction of Documents, etc.                                     
|13.5                                                          |  | No Merger on Judgment.                                              
|13.6                                                          |  | Independent Engineer and Other Advisers.                            
|13.7                                                          |  | Survival of Representations, Warranties and Covenants.              
|13.8                                                          |  | Further Assurances.                                                 
|13.9                                                          |  | Severability.                                                       
|13.10                                                         |  | Conflicts.                                                          
|13.11                                                         |  | Time of Essence.                                                    
|13.12                                                         |  | English Language.                                                   
|13.13                                                         |  | Judgment Currency.                                                  
|13.14                                                         |  | Exculpation Provisions.                                             
|13.15                                                         |  | Permitted Liens.                                                    
|13.16                                                         |  | Provisions Reference.                                               
|13.17                                                         |  | Indemnification.                                                    
|13.18                                                         |  | Environmental Indemnity.                                            

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT made as of the 23rd day of December, 2004.

B
E T W E E N:



WHEREAS
the parties to this Agreement are also parties to an amended and restated credit agreement dated as of March 20, 2003, as further amended by Amendment No. 1
to Amended and Restated Credit Agreement dated October 30, 2003, Amendment No. 2 to Amended and Restated Credit Agreement dated December 31, 2003 and Amendment
No. 3 to Amended and Restated Credit Agreement dated January 31, 2004 (as so amended, the "Existing Credit Agreement");

AND
WHEREAS the Borrower has requested certain amendments to the Existing Credit Agreement, and the parties are entering into this Agreement to amend and restate the Existing Credit
Agreement to provide for amended terms on which credits under the Existing Credit Agreement will be continued;

AND
WHEREAS the Arrangers (as defined below) have made arrangements with the Borrower relating to certain of the amendments set out herein;

AND
WHEREAS the Lenders desire to have the Administrative Agent continue to act on their behalf with regard to certain matters associated with the Credit Facility and certain of their
rights and obligations set forth herein;

AND
WHEREAS the Lenders also desire to have The Bank of Nova Scotia act as "Technical Agent", Société Générale (Canada) as
"Syndication Agent" and N M Rothschild & Sons Limited act as "Documentation Agent", with regard to this Credit Facility.

NOW
THEREFORE in consideration of the mutual covenants and premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated so that, as amended and restated, it reads as follows:

ARTICLE 1    INTERPRETATION

1.1Certain Defined Terms.In this Agreement, where the context does not otherwise require, capitalized terms
have the following meanings (such meanings to be equally applicable to both the singular and plural forms

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of
the terms defined unless otherwise specified and words importing gender shall include the masculine, feminine and neuter genders):

"Administrative
Agent" means BNS, in its capacity as administrative agent hereunder (including pursuant to Section 12.2(e)), and its successors
in such capacity.

"Administrative
Questionnaire" has the meaning ascribed to that term in the Provisions.

"Advances"
means a Loan, as defined in the Provisions.

"Affiliate"
has the meaning ascribed to that term in theBusiness Corporations Act(Ontario) on the date
hereof.

"Agency
Fee Letter" means the letter agreement dated December 23, 2004 between the Administrative Agent and the Borrower providing for the payment by
the Borrower of certain fees in connection with this Credit Facility, as such letter agreement is amended, supplemented, restated or replaced from time to time.

"Aggregate
Net Hedge Indebtedness" at any date means (a) in respect of the amounts owing by the Borrower to any Hedge Counterparty, the amount, if
any, by which the aggregate amount of all Hedge Indebtedness owing by the Borrower to such Hedge Counterparty under Permitted Hedge Agreements with such Hedge Counterparty as at such date exceeds the
aggregate amount, if any, of all Hedge Indebtedness owing by such Hedge Counterparty to the Borrower under such Permitted Hedge Agreements; and (b) in
respect of amounts owing by the Borrower to all Hedge Counterparties, the amount, if any, by which the aggregate amount of all Hedge Indebtedness owing by the Borrower to each Hedge Counterparty under
Permitted Hedge Agreements exceeds the aggregate amount of all Hedge Indebtedness owing by each Hedge Counterparty to the Borrower under Permitted Hedge Agreements with each Hedge Counterparty.

"Agreement"
has the meaning ascribed to that term in the Provisions.

"Applicable
Margin" means, for each type of Advance or Commitment Fee Rate listed below, the corresponding annual percentage rate for each listed level of
Credit Facility Indebtedness to Free Cash Flow from Included Property Ratio set forth below:

|Level |  | Credit Facility Indebtedness to Free Cash Flow from Included Property Ratio |  | U.S. $ LIBOR or C$ BA |  | L/C commission |  | US$ Base Rate or C$ Prime |  | Commitment Fee Rate
|----- |  | --------------------------------------------------------------------------- |  | --------------------- |  | -------------- |  | ------------------------- |  | -------------------
|I     |  | <3.25X                                                                      |  | 2.25%                 |  | 2.25%          |  | 1.25%                     |  | 0.875%             
|II    |  | <2.5X                                                                       |  | 2.00%                 |  | 2.00%          |  | 1.00%                     |  | 0.75%              
|III   |  | <2.0X                                                                       |  | 1.75%                 |  | 1.75%          |  | 0.75%                     |  | 0.60%              
|IV    |  | <1.5X                                                                       |  | 1.50%                 |  | 1.50%          |  | 0.50%                     |  | 0.50%              

Increases
or decreases in the Applicable Margin resulting from a change in the Credit Facility Indebtedness to Free Cash Flow from Included Property Ratio shall be based on the
applicable Compliance Certificate delivered by the Borrower pursuant to Section 9.1(a); provided that, from the Restatement Date to the Effective Date (as defined below) in respect of the two
full fiscal quarters of the Borrower immediately following the Restatement Date, the Applicable Margin shall be set at no less than "Level II" of the foregoing matrix. After completion
of such two fiscal quarters of the Borrower following the Restatement Date, the Credit Facility Indebtedness to Free Cash Flow from Included Property Ratio shall be determined on a rolling
four-quarter basis, except that until the Borrower has completed four fiscal quarters after the Restatement Date, such ratio shall be determined on the basis of the fiscal quarters of the
Borrower which have been completed since the Restatement Date on an annualized basis. Notwithstanding the foregoing, if the average daily sum of the Lenders' Available Commitment during each month is
greater than 50% of the total Commitments, the Commitment Fee Rate shall be based on "Level I" of the foregoing matrix. Changes in the Applicable Margin shall be effective as of the earlier of two
Business Days following the day upon which such Compliance Certificate is delivered to the Administrative Agent and the day upon which such Compliance Certificate could be delivered on time (the
"Effective Date"). For greater certainty, changes in L/C fees and Bankers' Acceptance Fees shall be effective for that portion of the term of any L/Cs
or Bankers' Acceptances on or after the Effective

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Date,
and any amount owing by the Borrower to the Lenders with respect to L/Cs or Bankers' Acceptances shall be paid on the next Drawdown Date. Without waiving the requirement of the Borrower to
deliver the Compliance Certificate by no later than the last date which it could be delivered on time (the "Due Date"), if any Compliance Certificate
required to be delivered by the Borrower is delivered after the Due Date, the then prevailing Applicable Margin shall continue until such Compliance Certificate is, in fact, delivered. Upon receipt of
any Compliance Certificate which is delivered after the relevant Due Date, the Administrative Agent shall determine the amount of any overpayment or underpayment of interest, L/C fees and Bankers'
Acceptance Fees during the period from the Due Date to and including the date of actual delivery thereof by the Borrower and notify the Borrower and the Lenders of such amounts. Such determination by
the Administrative Agent shall constitute, in the absence of manifest error,prima facieevidence of the amount of such overpayment or underpayment, as
the case may be. In the event of an underpayment, the Borrower shall, upon receipt of such notice, pay to the Administrative Agent, for the benefit of the Lenders, the amount of such underpayment. In
the event of an overpayment, the amount of such overpayment shall be credited and applied to succeeding payments by the Borrower of interest, L/C fees and Bankers' Acceptance Fees as they become due
until such amount has been fully applied. Should the Administrative Agent, acting reasonably, determine that the calculation of the Credit Facility Indebtedness to Free Cash Flow from Included
Property Ratio in any Compliance Certificate is incorrect, the Administrative Agent shall advise the Borrower of such error and the Borrower and the Administrative Agent agree that, absent manifest
error, the Applicable Margin shall be adjusted in accordance with the determination by the Administrative Agent, acting reasonably, and the Borrower shall pay the amount owing commencing as of the
date when the adjustment would otherwise be effective in accordance with this provision.

"Applicable
Percentage" has the meaning ascribed to that term in the Provisions.

"Arranger
Fee Letter" means the letter agreement dated December 23, 2004 between the Arrangers and the Borrower providing for the payment by the
Borrower of certain fees in connection with this Credit Facility, as such letter agreement is amended, supplemented, restated or replaced from time to time.

"Arrangers"
means, collectively, BNS, Société Générale (Canada) and N M Rothschild & Sons
Limited, in their respective capacities as co-arrangers of the credit facilities set forth in this Agreement.

"Assignment
and Assumption" has the meaning ascribed to that term in the Provisions.

"Assignment
of Metal Hedge Agreements" has the meaning ascribed to that term in Section 7.1(l).

"Available
Commitment" means at any time, in respect of all Lenders, the amount, if any, by which the aggregate of the Lenders' Commitments exceeds the
amount of the Outstanding Advances at that time and means at any time, in respect of any particular Lender, the amount, if any, by which the Commitment of such Lender exceeds the amount of the
Outstanding Advances made by such Lender. For greater certainty, the Available Commitment shall not at any time exceed the Maximum Facility Amount.

"Bank
Act Security" means the Notice of Intention to Give Security Under Section 427 of the Bank Act granted to each Lender on November 9,
2001, the Application for Credit and Promise to Give Security Under Section 427 of the Bank Act granted to each Lender on November 16, 2001, the Agreement as to Loans and Advances and
Security Therefor. Section 426 and 427 of the Bank Act granted to each Lender on November 16, 2001, the Security Under Section 427 on All Property of Specified Kinds
granted to each Lender on November 16, 2001 and the security under Section 426 of the Bank Act granted to each Lender on November 13, 2001, and such additional security documents
pursuant to theBank Act(Canada) required by Section 6.1(d)(vi) and as is contemplated by Section 7.4, as each may be amended,
restated or otherwise modified from time to time.

"BA
Discount Proceeds" means, in respect of any Bankers' Acceptance, an amount calculated on the applicable Drawdown Date which is (rounded to the nearest
full cent, with one-half of one cent being rounded up) equal to the face amount of such Bankers' Acceptance multiplied by the price, where the price is calculated by dividing one by the
sum of one plus the product of (i) the BA Discount Rate applicable thereto expressed as a decimal fraction multiplied by (ii) a fraction, the numerator of which is the term of such
Bankers' Acceptance and the denominator of which is 365, which calculated price will be rounded to the nearest multiple of 0.001%.

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"BA
Discount Rate" means, (a) with respect to any Bankers' Acceptance accepted by a Lender named on Schedule I to the Bank Act(Canada),the
rate determined by the Administrative Agent as being the arithmetic average
(rounded upward to the nearest multiple of 0.01%) of the discount rates, calculated on the basis of a year of 365 days and determined in accordance with normal market practice at or about
10:00 a.m. (Toronto time) on the applicable Drawdown Date, for bankers' acceptances of those Lenders having a comparable face amount and identical maturity date to the face amount and maturity
date of such Bankers' Acceptance,
and (b) with respect to any Bankers' Acceptance accepted by any other Lender, the rate determined by the Administrative Agent in accordance with (a) above plus 0.15% per annum.

"BA
Equivalent Advance" has the meaning ascribed to it in Section 3.9(e).

"Bankers'
Acceptance" means a depository bill as defined in theDepository Bills and Notes Act(Canada) in
Canadian Dollars that is in the form of an order signed by the Borrower and accepted by a Lender pursuant to this Agreement or, for Lenders not participating in clearing services contemplated in that
Act, a draft or bill of exchange in Canadian Dollars that is drawn by the Borrower and accepted by a Lender pursuant to this Agreement. Orders that become depository bills, drafts and bills of
exchange are sometimes collectively referred to in this Agreement as "orders."

"Bankers'
Acceptance Fee" means the amount calculated by multiplying the face amount of each Bankers' Acceptance by the Applicable Margin and then
multiplying the result by a fraction, the numerator of which is the duration of its term on the basis of the actual number of days to elapse from and including the date of acceptance of a Bankers'
Acceptance by the Lender up to but excluding the maturity date of the Bankers' Acceptance and the denominator of which is the number of days in the calendar year in question.

"Banking
Day" means any Business Day on which dealings in foreign currencies and exchange between lenders may be carried on in London, England and
New York, New York.

"Base
Rate" means, on any date, a fluctuating rate of interest per annum (expressed on the basis of a year of 360 days rounded upward, if necessary,
to the next highest 1/16 of 1%) equal to the higher of:



Changes
in the rate of interest on that portion of any Advances maintained as Base Rate Advances will take effect simultaneously with each change in the Base Rate. The Administrative
Agent will give notice promptly to the Borrower and the Lenders of changes in the Base Rate; provided that the failure to give such notice shall not affect the Base Rate in effect after such change.

"Base
Rate Advance" means an Advance in US Dollars bearing interest at a fluctuating rate determined by reference to the Base Rate plus the Applicable
Margin.

"Base
Rate Loan" (as used in the Provisions) means a Base Rate Advance.

"BNS"
means The Bank of Nova Scotia, a bank to which theBank Act(Canada) applies. BNS shall be the "Issuing
Bank" referred to in the Provisions.

"Bond"
has the meaning ascribed to it in Section 7.1(e).

"Borrower"
means Agnico-Eagle Mines Limited, a corporation existing under the laws of the Province of Ontario and its successors.

"Branch
of Account" means the Wholesale Banking Operations  Loan Operations department of BNS at 720 King Street West,
Third Floor, Toronto, Ontario, M5V 2T3 or such other branch as is designated by the Administrative Agent from time to time.

"Business
Day" means each day that is not a Saturday, Sunday or a day on which commercial banks are not open for normal banking business in Toronto, Ontario.

"Canadian
Dollars", "Cdn. Dollars" and "Cdn $" mean lawful money of Canada.

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"Canadian
Lender" has the meaning ascribed to it in Section 7.4(a).

"Capital
Expenditures" shall mean, with respect to any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and
including expenditures for capitalized lease obligations) by the Borrower during such period that are required by GAAP to be included in or reflected by the property, plant or equipment or similar
fixed asset accounts (or in intangible asset accounts subject to amortization) in the balance sheet of the Borrower.

"Capital
Stock" means any and all shares, interests, participations, warrants, options or other equivalents (however designated) of capital stock of a
corporation, any securities convertible into such capital stock or any and all equivalent ownership interests in a Person.

"Cash
Collateral" means Collateral consisting of cash (in Canadian Dollars or US Dollars) or Cash Equivalents on which the Administrative Agent has a first
priority Lien.

"Cash
Equivalents" means:



"Change
of Control" means:



5

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"Closing
Date" means November 23, 2001.

"Collateral"
means the property and interests in property subject to or to be subject to the Liens of the Security Documents.

"Commitment"
means, in respect of each Lender, at any time, the commitment of such Lender to provide the amount of Advances set opposite its name on Annex 2,
as modified from time to time in accordance with the terms hereof. If a Lender has more than one Commitment hereunder, each Commitment shall be deemed to be a separate Commitment for purposes of this
Agreement.

"Commitment
Fee Rate" means the applicable percentage per annum set forth in the pricing matrix under the "Commitment Fee Rate" column in the definition of
Applicable Margin.

"Compliance
Certificate" means a compliance certificate of the Borrower, in the form of Exhibit E, delivered by the Borrower to the Administrative
Agent pursuant to Section 9.1(a) and certified (without personal liability) by the chief financial officer or chief executive officer of the Borrower.

"Constating
Documents" means a Person's articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association,
by-laws, declaration of trust, partnership agreement, limited liability company agreement or other similar document, as applicable, and all unanimous shareholder agreements, other
shareholder agreements, voting trust agreements and similar arrangements applicable to such Person's Capital Stock.

"Contractual
Obligation" means as to any Person, any provision of any security issued by such Person or any agreement, instrument or undertaking to which
such Person is a party or by which it or any of its property is bound and, for greater certainty, shall include in the case of the Borrower, the Material Contracts and contracts and agreements
relating to Indebtedness of the Restricted Parties.

"Control"
has the meaning ascribed to that term in the Provisions.

"Convertible
Notes" means the convertible notes of the Borrower which have been issued under the Trust Indenture.

"Copper"
means metal which contains 0.999 cathode copper, which is registered or registrable, and is in conformity in all respects with the requirements for
good delivery, on the London Metals Exchange.

"Credit
Facility" means the credit facility which the Lenders have agreed to establish in favour of the Borrower pursuant to, and on the terms and conditions
set out in, this Agreement in the amount of the Maximum Facility Amount.

"Credit
Facility Indebtedness" means all present and future indebtedness, liabilities and obligations owing by the Borrower to the Administrative Agent and
the Lenders for Advances and other credit made available and outstanding by any Lender to the Borrower under this Agreement and interest on such Advances and credit, together with all fees, costs,
charges and expenses, of or incurred by, the Administrative Agent or any of the Lenders under this Agreement.

"Credit
Facility Indebtedness to Free Cash Flow from Included Property Ratio" means the ratio of the Credit Facility Indebtedness to Free Cash Flow from
Included Property.

"Current
Ratio" means, in respect of the Borrower, at the date of determination, the ratio calculated by dividing the Borrower's then current assets by its
then current liabilities (excluding the then current portion of

6

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the
principal amount owing on the Convertible Notes, if any) as the same would be shown on a balance sheet of the Borrower prepared on a consolidated basis in accordance with GAAP consistently
applied.

"Default"
has the meaning ascribed to that term in the Provisions.

"Demand"
has the meaning ascribed to it in Section 3.19(b).

"Designated
Account" means, in respect of any Advance, the account or accounts (including in Cdn. Dollars and US Dollars) maintained by the Borrower at a
branch of the Administrative Agent in Toronto, Ontario that the Borrower designates in writing from time to time.

"Development
Plan" means, collectively, the Mine Plan and the Operating Budget, as updated from time to time in accordance with Sections 9.2
and 9.3; and, to the extent of any inconsistency between such documents, the document having the later date shall govern.

"Documents"
means the Financing Documents and the other documents delivered under Articles 6 and 7 hereof and all instruments, agreements,
certificates and other documents delivered to the Administrative Agent and/or Lenders pursuant to or in connection with any of the foregoing.

"Drawdown
Date" means the date on which an Advance is made to the Borrower pursuant to the terms hereof and which shall be a Banking Day.

"Drawdown
Notice" means a notice delivered by the Borrower pursuant to Section 3.1 and substantially in the form of Exhibit A.

"Due
Date" has the meaning specified in the definition for Applicable Margin.

"EBITDA"
means, for any period, on a consolidated basis, an amount equal to the Borrower's revenue from the sale of Product from Mines, less:



each
component of which is to be calculated in accordance with GAAP consistently applied.

"Effective
Date" has the meaning specified in the definition for Applicable Margin.

"El
Coco Documents" means (a) the Net Smelter Royalty Agreement dated as of June 21, 1999 among Barrick Gold Corporation, Lac
Exploration Inc. and the Borrower and (b) the Net Profits Royalty Agreement dated as of June 21, 1999 among Barrick Gold Corporation, Lac Exploration Inc. and the Borrower,
true and complete copies of which (together with all amendments, supplements and restatements thereof or thereto) have been delivered to the Administrative Agent.

"Eligible
Assignee" has the meaning ascribed to that term in the Provisions.

"Environmental
Liability" means any claim (including sums paid in settlement of claims), action, administrative proceeding, judgment, lien, damages, penalty,
fine, cost, liability, interest or loss, including reasonable legal fees and expenses and all other costs and expenses of any kind or nature that are incurred or arise directly or indirectly from or
in connection with any Requirement of Environmental Law, or any failure or breach in respect thereof, or any Release of Hazardous Materials, that, in either case, is or allegedly is applicable to the
Borrower or any other Subsidiary, or its respective properties or operations.

"Equivalent
Amount" means, on any day, for the purpose of calculations under this Agreement, the amount of Canadian Dollars into which US Dollars may be
converted or the amount of US Dollars into which Canadian Dollars may be converted, using the Administrative Agent's mid-rate (i.e. the average of the Administrative Agent's spot
buying and selling rates) for converting the first currency to the other currency at the relevant time on that day.

"Event
of Default" means any event specified in Section 11.1.

7

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"Exchange
Rate Hedge Agreement" shall mean any contract for the sale, purchase or exchange or for future delivery of foreign currency (whether or not the
subject currency is to be delivered or exchanged), or any currency swap agreements, option contracts, futures contracts, options on futures contracts, spot or forward contracts or other agreements to
purchase or sell currency or any other arrangements entered into by a Person related to movements in the rates of exchange of currencies or other similar derivatives transactions
entered into by such Person or any other contract or arrangement having the same economic effect as the foregoing, whether at, above or below current market prices.

"Existing
Credit Agreement" has the meaning defined in the first recital to this Agreement.

"Exploration
Expenditures" shall mean, with respect to any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and
including expenditures for capitalized lease obligations) made by the Borrower during such period in respect of prospecting, sampling, drilling and other work involved in searching for gold
doré, copper concentrate and zinc concentrate and any other base or precious metal (whether in concentrate, doré or other form).

"Facility
Indebtedness" means all (a) Credit Facility Indebtedness and (b) without duplication, all other present and future indebtedness,
liabilities and obligations of the Borrower to the Administrative Agent and the Lenders under or in connection with the Financing Documents, including but not limited to all debts and liabilities,
present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Borrower to the Administrative Agent or the Lenders in any currency or remaining unpaid by the
Borrower to the Administrative Agent or the Lenders under or in connection with the Financing Documents, and whether incurred by the Borrower alone or with another or others and whether as principal
or surety, and all interest, fees, legal and other costs, charges and expenses of or incurred by the Administrative Agent or the Lenders under or in connection with the Financing Documents, but in any
event excluding Hedge Indebtedness.

"Federal
Funds Rate" means for any day, an annual interest rate equal to the weighted average of the rates on overnight United States federal funds
transactions with members of the Federal Reserve System arranged by United States federal funds brokers, as published for such day (or if such day is not a Banking Day, for the next preceding
Banking Day) by the Federal Reserve Bank of New York or for any Banking Day on which such rate is not so published, the arithmetic average of the quotations for such day on such transactions
received by the Administrative Agent from three United States federal funds brokers of recognized standing selected by it.

"Final
Permitted Hedge Counterparties" means each Permitted Hedge Counterparty which has outstanding Hedge Agreements with the Borrower at the time that the
Facility Indebtedness is indefeasibly paid in full and all Commitments are terminated.

"Financial
Parameters" means the "Financial Parameters" set forth on Annex 3.

"Financing
Documents" means this Agreement, the Security Documents, all other agreements, undertakings or commitments entered into by any Restricted Party
pursuant to or in connection with this Agreement and the transactions contemplated hereby including agreements with the Administrative Agent in connection with consolidation and electronic fund
transfer arrangements and credit cards and the Hedge Agreements entered into with each Permitted Hedge Counterparty.

"Financing
Lease" means (a) any lease, including by way of sale and leaseback, of property, including real (including immoveable) or personal
(including moveable), if the then present value of the minimum rental commitment thereunder should, in accordance with GAAP, be capitalized on a balance sheet of the lessee and (b) any other
such lease the obligations under which are capitalized on the balance sheet of the lessee.

"First
Additional Advance" means the first Advance made by the Lenders pursuant to this Agreement following the Restatement Date.

"Free
Cash Flow" means, for any period, EBITDA less Maintenance Capital Expenditures.

"Free
Cash Flow from Included Property" means, for any period, EBITDA (relating only to Included Property) less Maintenance Capital Expenditures (relating
only to Included Property); provided that, for purposes of the financial covenant ratio set out in Section 10.1(h), administrative and other costs not directly related to Mines held directly or
indirectly by the Borrower which consist of Included Property (as determined in

8

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accordance
with GAAP consistently applied) shall be added to EBITDA as otherwise determined in accordance with this Agreement.

"Free
Cash Flow from Recourse Assets" means, for any period, EBITDA (relating only to Recourse Assets) less Maintenance Capital Expenditures (relating only
to Recourse Assets); provided that, for purposes of the financial covenant ratio set out in Section 10.1(g), administrative and other costs not directly related to Mines held directly or
indirectly by the Borrower which are Recourse Assets (as determined in accordance with GAAP consistently applied) shall be added to EBITDA as otherwise determined in accordance with this Agreement.

"GAAP"
means generally accepted accounting principles in effect from time to time in the United States of America.

"Gold"
means gold having a minimum fineness of 0.995 and which is registered or registrable, and is in conformity in all respects with the requirements for
good delivery, on the London Bullion Market.

"Gold
Equivalent" means a quantity of a Metal having an economic value expressed in ounces of Gold and calculated by multiplying the quantity of the Metal by
an assumed price for that Metal and dividing the product by an assumed price for Gold, where such prices are determined using the Financial Parameters.

"Gold
Equivalent Proven and Probable Reserves" means the sum of (a) Proven Reserves and Probable Reserves of Gold at the Mines which are Included
Property and (b) Proven Reserves and Probable Reserves of Silver, Zinc and Copper at such Mines multiplied by the applicable price for the relevant metal as determined using the Financial
Parameters, divided by the relevant Gold price as determined using the Financial Parameters.

"Governmental
Authority" has the meaning ascribed to that term in the Provisions.

"Gross
Senior Debt" means Total Debt, excluding Indebtedness under the Convertible Notes and Subordinated Indebtedness and any other part of Total Debt which
is unsecured and not ranking, or capable of ranking, senior to or pari passu with Total Debt.

"Guarantee
Obligation" means, as to any Person, (a) any obligation of such Person guaranteeing any obligations, contingent or otherwise, or
indebtedness of third Persons, and (b) any other contingent obligations of such Person in respect of, or obligations to purchase or otherwise acquire or to assure payment or satisfaction of,
any indebtedness or obligations of any other Person, directly or indirectly.

"Hedge
Agreements" means all Metal Hedge Agreements, Exchange Rate Hedge Agreements, Interest Rate Hedge Agreements, and all other derivative transactions,
at any time entered into by the Borrower including without limitation the Hedge Agreements identified in Section 8.1(cc).

"Hedge
Counterparty" means a Permitted Hedge Counterparty or an Unsecured Hedge Counterparty.

"Hedge
Indebtedness" means with respect to the indebtedness or obligations of any Person under or pursuant to any Permitted Hedge Agreement on any date, the
aggregate amount, if any, determined on such date which would have to be paid on such date by such Person to the counterparty under any such Hedge Agreement so as to preserve the economic equivalent
of all payments or deliveries (whether the underlying obligation was absolute or contingent) to be made by both parties in respect of the hedging transactions under such Permitted Hedge Agreements.

"Hypothec"
has the meaning ascribed to it in Section 7.1(f).

"Included
Property" means (a) the LaRonde Mine and (b) (i) any other Mine located in a Permitted Jurisdiction, (ii) which Mine is
operating to the satisfaction of the Majority Lenders in consultation with their independent consultants, (iii) which Mine is wholly owned, controlled and operated by a Restricted Party,
(iv) on which Mine the Administrative Agent, for and on behalf of the Secured Parties, has been granted an exclusive Lien to secure the Senior Secured Indebtedness pursuant to
Section 10.2(n), and (v) for which the Administrative Agent has provided the Borrower written notice that such Mine is Included Property pursuant to Section 10.2(n).
For purposes of calculating any financial covenant in Section 10.1, Included Property shall be included in the relevant calculations commencing the first full fiscal quarter of the
Borrower following such property being determined to be Included Property. Thereafter, the completed fiscal quarters shall be

9

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annualized
for the relevant property that was determined to be Included Property until four full fiscal quarters have been completed since such property was determined to be Included Property, and
then calculations shall be made as otherwise required hereunder.

"Indebtedness"
of a Person means, at a particular date, the sum (without duplication) of:



provided
that trade payables and accrued liabilities that are current liabilities incurred in the ordinary course of business do not constitute Indebtedness.

"Indemnified
Party" has the meaning ascribed to it in Section 13.17.

"Independent
Engineer" means the current Independent Engineer, Roscoe Postle Associates Inc. together with Hatch Associates Inc., or
such other independent engineer as may be selected by the Majority Lenders pursuant to Section 13.6.

"Indicated
Resource" means that portion of a mineral resource expressed as tons and grade which has been designated as such by the Borrower, audited and
approved by the Independent Engineer, after consultation with the Administrative Agent, on the basis of drill holes, underground openings or other sampling procedures spaced closely enough to give a
reasonable indication of continuity and where geological data is reasonably well known.

"Initial
Model and Budget" means the mine plan for the Life of Mine and the annual operating budget for the LaRonde Mine, delivered by the Borrower to the
Lenders in connection with "Project Completion" (as defined in the Existing Credit Agreement), reviewed and approved by the Independent Engineer and accepted by the Lenders, attached as Annex 7.

"Instrument
of Adhesion" means an instrument of adhesion on the terms and in the form of Exhibit B.

"Intellectual
Property" shall have the meaning ascribed to it in Section 8.1(o).

"Interest
Coverage Ratio" means, for any period, the ratio of Free Cash Flow for such period to Total Interest Expense for such period.

"Interest
Period" means, with respect to any LIBOR Advance:



10

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provided
that, all of the foregoing provisions relating to Interest Periods are subject to the following:



"Interest
Rate Hedge Agreements" shall mean any interest rate swap, option contract, futures contract, option on futures contract, cap, floor, collar, or any
other similar arrangement entered into by a Person related to movements in interest rates or any other similar derivatives transaction entered into by such Person or any other contract or arrangement
having the same economic effect, whether at, above or below current market prices.

"Investment"
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee Obligation or assumption of Indebtedness of, or purchase or
other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase
or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line
of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

"Investment
Conditions" means, with respect to any Investment that: (a) no Default has occurred and is continuing or would result therefrom (without
duplicating subsection (e) below); (b) any Person in which such Investment is made is in the business of mining or mining related activities or the asset acquired is a mining or mining
related asset; (c) immediately after giving effect to any such Investment no Material Adverse Change would be reasonably expected to occur (without duplicating subsection (e) below);
(d) such Investment does not breach, conflict with or violate any Requirements of Law; and (e) immediately after giving effect to such Investment, the Borrower shall be in compliance
with all covenants set forth in Section 10.1 on a pro forma basis.

"Issuing
Bank" has the meaning ascribed to that term in the Provisions.

"LaRonde
Mine" means the Borrower's LaRonde mining operations and property located in or around Cadillac and Bousquet, Quebec, as presently constituted and
as the same may be developed or expanded from time to time in accordance with the Development Plan or otherwise (which property and operations currently include (a) the Mining Assets relating
to the LaRonde mine, (b) the property covered by the LaRonde Mining Leases as described in surveys dated January 23, 1998 and November 11, 1999 prepared by Jean-Luc
Corriveau, which surveys have been made available by the Borrower to the Administrative Agent and to Lenders' Counsel, (c) the 22 mining claims constituting the "El Coco Property" which claims
are described in the El Coco Documents and (d) the 34 mining claims located adjacent to the LaRonde mine comprising the LaRonde mine tailings dam), and any replacements, substitutions and
modifications thereof, together with all applications, surveys, easements, rights of way, rights, titles or interests of every kind and description which the Borrower or

11

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its
Affiliates have rights to, otherwise own or control, relating to or acquired in connection with one or more of said operations, properties and claims.

"LaRonde
Mining Leases" means those certain mining leases number BM796 entered into between Les Mines Dumagami Ltée on March 12, 1991
and the Government of Quebec on April 19, 1991, as the same was transferred to the Borrower on December 29, 1992, and number BM854 entered into between the Borrower on April 26,
2001 and the Government of Quebec on June 5, 2001, and as the same may be renewed, amended, supplemented or restated in accordance with the terms of this Agreement from time to time.

"Lenders"
means the Lenders listed on Annex 2 hereof and their respective successors and assigns, and any other Eligible Assignee which becomes party to this
Agreement pursuant to Sections 3.3(b) or 10 of the Provisions, and "Lender" means any one of them.

"Lenders'
Counsel" means Borden Ladner Gervais LLP.

"Lending
Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other
office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

"L/C"
means a standby letter of credit, letter of guarantee or commercial letter of credit, in US Dollars or Canadian Dollars, and in a form satisfactory to
BNS issued by BNS at the request of the Borrower in favour of a third party to secure the payment or performance of an obligation of the Borrower or a Subsidiary to the third party. For purposes of
the Provisions, "Letter of Credit" shall mean "L/C".

"LIBO
Rate" means, with respect to any Advance for any Interest Period, the product of (a) (i) the interest rate per annum shown on Telerate
Page 3750 or any successor page as the composite offered rate for London interbank deposits with a period comparable to the Interest Period for such Advance as shown under the heading
"USD" at 11:00 a.m. (London time) on the LIBO Rate Determination Date for such Interest Period, or (ii) if the rate in clause (i) of this definition is not shown for any
particular day, the average (rounded upwards to the nearest whole multiple of one sixteenth of one percent) of the respective rates notified to the Administrative Agent by the Reference Banks at which
deposits in US Dollars are offered by such Reference Banks to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on the LIBO Rate Determination Date for such
Interest Period for delivery on the first day of such Interest Period for a period identical to such Interest Period and in an amount comparable to the amount of such Advance, times
(b) Statutory Reserves (if greater than one).

"LIBO
Rate Determination Date" means a day which is two Banking Days prior to the first day of an Interest Period.

"LIBO
Rate Loan" (as used in the Provisions) means a LIBOR Advance.

"LIBOR
Advance" means an Advance in US Dollars bearing interest at a fluctuating rate determined by reference to the LIBO Rate plus the Applicable Margin.

"LIBOR
Tranche" means a LIBOR Advance or LIBOR Advances having the same Interest Period (whether or not originally made on the same day).

"Lien"
shall mean any interest in property securing or intended to secure payment or performance of an obligation owed to a Person other than the owner of
the property, whether such interest is based on contract, common law or statutory law, and including but not limited to the lien or security interest arising from a mortgage, hypothec, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term "Lien" shall include reservations, exceptions, encroachments,
easements, rights of way, liens, prior claims and other statutory or common law rights of landlords, leases and other title exceptions affecting property, and the filing or registering of any
financing statement or other registration document under theCivil Code of Quebec, the OntarioPersonal Property Security
Actor any other comparable law of any jurisdiction for the purpose of protecting or perfecting such Lien to the extent that the mere filing of the same has the effect in and
of itself of giving the beneficiary thereof an interest in property.

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"Life of Mine" means the period during which all Reserves at the Mines constituting Included Property are projected to be extracted through planned mining
activities (for the LaRonde Mine, currently through to the year 2016).

"Loan
Documents" (as used in the Provisions) means Financing Documents.

"London
Bullion Market" means the London Bullion Market Association, London, England.

"London
Metals Exchange" means the London Metals Exchange, London, England.

"Maintenance
Capital Expenditures" means, for any period, the sum of all Capital Expenditures made during such period on commercially operating mines held
directly or indirectly by the Borrower, which Capital Expenditures are required or anticipated to be required in accordance with customary and prudent mining industry practice to maintain the
operations of such mines at the unit operating cost, design capacity and utilization levels contemplated in the Operating Budget provided by the Borrower to the Lenders from time to time. For greater
certainty, as of the Restatement Date, there are no Maintenance Capital Expenditures allocated to the contemplated development of a new mine shaft from surface or internal winze to below the existing
Penna Shaft infrastructure at the LaRonde Mine.

"Majority
Lenders" means, at any time, Lenders, the Commitments of which are in the aggregate not less than 51% of the aggregate Commitments of all Lenders.

"Material
Adverse Change" means any material adverse change in the business, assets, liabilities, condition (financial or otherwise), properties or prospects
of the Restricted Parties on a consolidated basis, or of their Mines that constitute Included Property.

"Material
Adverse Effect" means (a) any Material Adverse Change or (b) any material and adverse effect on (i) the ability or prospects
of the Borrower on an individual basis to carry out its business, including the operation of the Mines that constitute Included Property, (ii) the ability of the Restricted Parties, on a
consolidated basis, to perform their obligations under the Financing Documents in accordance with their respective terms or (iii) the rights and remedies of the Administrative Agent or the
Lenders under the Financing Documents, provided that for the purposes of Section 6.1(e) and Articles 9, 10 and 11, a "Material
Adverse Effect" shall be any of the foregoing events as determined by the Administrative Agent and the Majority Lenders, acting reasonably.

"Material
Contracts" means the contracts listed on Schedule 8.1(p) relating to Included Property to which each Restricted Party is a party, the Mining
Leases and the Hedge Agreements, true and complete copies of which (together with all amendments, supplements and restatements thereof or thereto) have been delivered to the Administrative Agent.

"Material
Subsidiary" means a Subsidiary of the Borrower the consolidated total assets of which, at any time, have a book value of US $5,000,000 or more or
the consolidated total revenues of which, at any time, are US $2,500,000 or more (on an annual basis); provided that, once a Subsidiary of the Borrower has become a Material Subsidiary, it shall not
cease to be a Material Subsidiary until either the Administrative Agent, with the consent of the Majority Lenders, or the Majority Lenders, have consented in writing; and provided further that,
notwithstanding any of the foregoing, if any Restricted Party (excluding the Borrower) is not a "Material Subsidiary" pursuant to the foregoing part of this definition, such Restricted Party shall be
deemed for all purposes of this Agreement to be a "Material Subsidiary" and, for greater certainty, such Person shall not cease to be a "Material Subsidiary" as long as such Person is a Restricted
Party.

"Maturity
Date" means December 23, 2007, or if such date has been extended in accordance with the terms of Section 5.2, such extended date.

"Maximum
Facility Amount" means US $100,000,000, as the same is reduced in accordance with the terms of this Agreement.

"Measured
Resource" means that portion of a mineral resource expressed as tons and grade which has been designated as such by the Borrower, audited and
approved by the Independent Engineer, after consultation with the Administrative Agent, on the basis of drill holes, underground openings or other sampling procedures

13

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spaced
closely enough to confirm continuity to a high degree of confidence, and where geological data is reliably known.

"Metal"
means Gold, Silver, Copper or Zinc derived from Product, together with any other base or precious metal produced by the Mines which are registered or
registrable, and is in conformity in all respects with the requirements for good delivery, on the London Metals Exchange or London Bullion Market.

"Metal
Hedge Agreement" shall mean any contract or commitment for or representing the sale or purchase for future delivery of a Metal (whether or not the
subject Metal is to be delivered) and any option, put option, synthetic put option, call option, collar, spot, spot deferred, fixed forward and floating lease rate
forward or other similar contract or arrangement entered into by a Person in respect of Metal prices or other similar derivatives transactions entered into by such Person or other contract or
arrangement having the same economic effect as any of the foregoing, whether at, below or above the current market price of such Metal.

"Mine"
means the LaRonde Mine or any other Mining Assets directly or indirectly owned, controlled or operated by the Borrower or its Subsidiaries; and
"Mines" means all such mines.

"Mine
Plan" means the Initial Model and Budget and each subsequent "Mine Plan", as updated and modified from time to time in accordance with the procedures
set out in Section 9.2 and as updated in accordance with Section 9.4 to include reference to any additional Mines constituting Included Property acquired by the Borrower or
its Subsidiaries in accordance with this Agreement.

"Mining
Assets" means the Mining Properties and all other present and after-acquired property and assets used in connection with or relating to an operating
mine or facility for the extraction or processing of ore (including all corresponding underground and surface facilities and infrastructure and all related plant, buildings, fixtures, equipment,
chattels and machinery), together with all inventory and accounts receivable thereof, whether situate on or off such mine or facility, and all replacements, substitutions and additions thereto made in
accordance with the terms of this Agreement.

"Mining
Leases" means the LaRonde Mining Leases and any other mining leases as the same may be renewed, amended, supplemented or restated in accordance with
the terms of this Agreement from time to time.

"Mining
Properties" means the lands, premises, Mining Leases, surface leases and rights, mining rights and claims, mining concessions and other interests in
real or immoveable property rights to extract surface minerals, now owned or hereafter acquired, which relate to a mine.

"Monthly
Operating Report" means a report as to the operations of the LaRonde Mine and any additional Mines constituting Included Property acquired by the
Borrower or its Subsidiaries in accordance with this Agreement, and certain other required information, in the form or substantially in the form last delivered to the "Administrative Agent" under the
Existing Credit Agreement.

"Net
Cash Proceeds" means with respect to any sale or other disposition of any asset (other than Product) by any Person (a) the gross amount of cash
or cash equivalent received by such Person in connection with such transaction minus (b) the amount, if any, of all taxes (including the amount, if any, estimated by such Person in good faith
at the time of such sale or other disposition for taxes payable by such Person on or measured by net income or gain resulting from such transaction), fees, commissions, costs and other expenses which
are incurred by such Person in connection with such transaction, but only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

"Non
BA Lender" has the meaning ascribed to it in Section 3.9(e).

"Non-Bank
Act Security" has the meaning ascribed to it in Section 7.4(c).

"Operating
Budget" means the Initial Model and Budget and each of the Borrower's subsequent annual operating budgets, in the form or substantially in the
form of the Operating Budget last delivered to the Administrative Agent under the Existing Credit Agreement and as updated in accordance with Section 9.5 to include reference to any
additional Mines constituting Included Property, acquired by the Borrower or its Subsidiaries in accordance with this Agreement.

"Original
Currency" shall have the meaning ascribed to it in Section 13.13.

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"Other
Senior Indebtedness" shall have the meaning ascribed thereto in Section 10.3(c)(vi).

"Outstanding
Advances" means, at any time, the aggregate of the outstanding balance of all Advances which remain outstanding and have not been repaid to zero
at such time together with the undrawn face amount of outstanding L/Cs and the face amount of outstanding Bankers' Acceptances.

"Overdraft
Facility" shall have the meaning ascribed thereto in Section 2.2(c).

"Permits"
shall mean all permits, consents, waivers, licences, certificates, approvals, authorizations, registrations, franchises, rights, privileges and
exemptions or any item with similar effect as the foregoing issued or granted by any applicable Governmental Authority or by any other third party, including, without limitation, environmental
permits.

"Permitted
Acquisition" shall mean any Investment which is permitted under Sections 10.3(b)(vi), (vii), (viii) and (ix).

"Permitted
Hedge Agreements" shall mean any Hedge Agreements, in the case of a Permitted Hedge Counterparty, and any Metal Hedge Agreements, in the case of
an Unsecured Hedge Counterparty.

"Permitted
Hedge Counterparty" means, at any time, (a) any Lender or Affiliate of a Lender which was a "Permitted Hedge Counterparty" under the
Existing Credit Agreement, provided that if such Person is an Affiliate of a Lender, such Person provides written notice to the Administrative Agent in the form of Exhibit J on the Restatement
Date confirming that all Hedge Agreements it has entered into with the Borrower include the provisions set out in Annex 6 of the Existing Credit Agreement, that such Affiliate agrees to be bound by
the restrictions pertaining to "Permitted Hedge Counterparties" in this Agreement and that such Affiliate acknowledges and agrees to the terms of Annex 5 hereof and (b) any Lender or Affiliate
of a Lender which was not a "Permitted Hedge Counterparty" under the Existing Credit Agreement, if such Person has executed and delivered an Instrument of Adhesion to the Administrative Agent and has
provided to the Administrative Agent copies of all Hedge Agreements such Person has entered into with the Borrower, which Hedge Agreements must include the provisions set out in Annex 6 hereof. If, at
any time, a "Permitted Hedge Counterparty" is not in compliance with the applicable terms and conditions set out in this definition or the relevant "Instrument of Adhesion" (as defined in the Existing
Credit Agreement) or Instrument of Adhesion, as applicable, it shall cease to be a "Permitted Hedge Counterparty". For purposes of this definition, after the indefeasible payment in full of the
Facility Indebtedness and termination of all Commitments, "Lender", "Person" and "Affiliate" shall have the meanings given to them immediately prior to the indefeasible payment of the Facility
Indebtedness and termination of all Commitments.

"Permitted
Jurisdiction" means Canada, the United States of America, Mexico, Chile, Panama, Costa Rica, Australia, New Zealand or the European
Union.

"Permitted
Liens" in respect of any Person means the following Liens from time to time:



15

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"Person"
has the meaning ascribed to that term in the Provisions.

"Plan"
shall mean any pension plan within the meaning of thePension Benefits Act(Ontario), the Supplemental Pension Plans Act(Quebec) or any other similar
legislation pursuant to which the Borrower or any of its Subsidiaries makes contributions
in respect of its employees.

"Prime
Rate" means, on any day, a fluctuating rate of interest (rounded upwards if necessary to the next highest 1/16th of 1%) equal to the
greater of:



16

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"Prime
Rate Advance" means an Advance in Canadian Dollars bearing interest at a fluctuating rate determined by reference to the Prime Rate plus the
Applicable Margin.

"Probable
Reserve" means that portion of an Indicated Resource which has been adjusted for mining dilution and mining recovery which has been designated as
such by the Borrower, audited and approved by the Independent Engineer, after consultation with the Administrative Agent, to be technically and economically mineable under current economic and
operating conditions, all in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum standard therefor.

"Proceeding"
shall have the meaning ascribed thereto in Section 9.1(j).

"Product"
means gold doré, copper concentrate and zinc concentrate and any other base or precious metal (whether in concentrate,
doré or other form) derived from or produced at a Mine.

"Proven
Reserve" means that portion of a Measured Resource which has been adjusted for mining dilution and mining recovery and which has been designated as
such by the Borrower, audited and approved by the Independent Engineer, after consultation with the Administrative Agent, to be technically and economically mineable under current economic and
operating conditions, all in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum standard therefor.

"Provisions"
means the model credit agreement provisions attached as Annex 1.

"Recourse
Assets" means entities or properties (i) which are located in Permitted Jurisdictions, and (ii) to which any part of Gross Senior
Debt has direct recourse, whether as primary or secondary obligor, contingent or otherwise, secured or unsecured.

"Reference
Banks" means BNS and any Lender or Lenders designated by the Administrative Agent, together with any replacement Lender or Lenders determined in
accordance with Section 4.2(d), so that there are at least two Reference Banks.

"Release
of Hazardous Materials" means any release, discharge, spill, emission, leakage, disposal, leaching or removal, in the indoor or outdoor environment,
including through or in the air, soil, surface water, ground water or property, of any substance, product, waste, residue, pollutant, material, chemical, contaminant, dangerous good, constituent or
other material which is or becomes listed, regulated, defined or addressed under or subject to any Requirements of Environmental Law or any applicable Permit.

"Required
Lenders" (as used in the Provisions) means Majority Lenders.

"Requirements
of Environmental Law" means duties under any Requirements of Law to the extent that such are intended in any way to prevent, limit, control or
otherwise regulate any effects or risks or perceived effects or risks on human health, the environment or property, including such Requirements of Law relating to: (a) the use, storage,
presence, generation, discharge, emission, release, disposal, arrangement for disposal, remediation, or removal of any substance (including heat or radiation), or (b) the placement,
construction, modification, maintenance, use, or removal of any structure, or (c) the modification, maintenance, use, or removal of any land, wetland or waterway (including anything beneath the
surfaces thereof); and any amendments to or regulations promulgated thereunder.

"Requirements
of Law" means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation,
restriction or by-law (zoning or otherwise); (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or
directive; in each case, applicable to and binding upon such Person or any of its property or to which such Person is subject as a legally enforceable requirement; or (d), as to any Person, its
Constating Documents.

"Reserves"
means Proven Reserves and Probable Reserves.

"Restatement
Date" means December 23, 2004.

"Restricted
Party" means (a) the Borrower, (b) each wholly-owned Subsidiary which directly or indirectly wholly owns, controls and operates an
Included Property and (c) each wholly-owned Subsidiary which directly or indirectly owns a wholly-owned Subsidiary which directly or indirectly wholly owns, controls and operates an

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Included
Property; where the Mine directly or indirectly owned by each such Person has been determined to be Included Property pursuant to Section 10.2(n).

"Restricted
Payment" shall have the meaning ascribed to it in Section 10.3(d).

"Second
Currency" shall have the meaning ascribed to it in Section 13.13.

"Secured
Parties" means, collectively, the Administrative Agent, the Lenders and each Permitted Hedge Counterparty, and in each case, each of their permitted
successors and assigns.

"Security"
means all security now held or to be held pursuant to this Agreement (including, without limitation the security described in Article 7
hereof) or hereafter received by the Administrative Agent (or by the Trustee for and on behalf of the Administrative Agent) for and on behalf of the Secured Parties for any Indebtedness of the
Borrower (whether Indebtedness of the Borrower itself or Indebtedness of any other Person directly or indirectly liable for the Indebtedness of the Borrower) to the Secured Parties or any of them
hereunder or under Hedge Agreements to which they are a party in accordance with the terms hereof and thereof (as the same may be amended, restated or otherwise modified from time to time). For
greater certainty, prior to the indefeasible payment of all Facility Indebtedness and the termination of all Commitments, to the maximum extent permitted by law, each Permitted Hedge Counterparty
shall be permitted to share the benefit of the Bank Act Security, as part of the Security; and after the indefeasible payment of all Facility Indebtedness and the termination of the Commitments, the
Final Permitted Hedge Counterparties shall not be entitled to the benefit of the Bank Act Security and the Security shall not include the Bank Act Security.

"Security
Documents" means all mortgages, security agreements, hypothecs, pledge agreements, guarantees and other documents, instruments and agreements
constituting or evidencing the Security, as the same may be amended, restated or otherwise modified from time to time.

"Senior
Secured Indebtedness" means the Facility Indebtedness and, without duplication, the Hedge Indebtedness owed to each Permitted Hedge Counterparty.

"Silver"
means silver having a minimum fineness of 0.999 and which is registered or registrable, and is in conformity in all respects with the requirements
for good delivery, on the London Bullion Market.

"Statutory
Reserves" shall mean a number (expressed as a decimal), determined by dividing the number one by the number one minus the aggregate of the maximum
applicable reserve percentages, including any marginal, special, emergency or supplemental reserves, (expressed as a decimal) to the extent established by any banking authority to which any Lender is
subject for LIBOR Advances or any other category of deposits or liabilities by reference to which the LIBO Rate is determined. LIBOR Advances shall be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender. Statutory Reserves shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

"Subordinated
Indebtedness" shall have the meaning ascribed thereto in Section 10.3(c)(vii).

"Subsidiary"
with respect to a corporation, has the meaning ascribed to such term in theBusiness Corporations
Act(Ontario) on the date hereof, and with respect to a partnership, joint venture or other entity, a partnership, joint venture or other entity of which more than fifty
percent (50%) of the outstanding equity interests having voting power to elect a majority of the board of directors or equivalent thereof of such partnership, joint venture or other entity are,
directly or indirectly, owned by the relevant Person. Unless otherwise specified, references to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"Super
Majority Lenders" means, at any time, Lenders, the Commitments of which are in the aggregate not less than 662/3% of the aggregate
Commitments of all Lenders; provided that, if a Lender does not consent to an extension of the Maturity Date which is requested by the Borrower pursuant to Section 5.2, such Lender (if still a
Lender at the relevant time) shall not be entitled to vote on any subsequent extension request made by the Borrower pursuant to Section 5.2, and for the purpose of any such subsequent
vote such Lender's Commitment shall not be included in the denominator of "Super Majority Lenders".

"Tangible
Net Worth" means, at the date of determination, the aggregate value of the Borrower's then stated share capital, other paid-in capital
and contributed surplus (but excluding any deficit or shares of the

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Borrower
held by any of its Subsidiaries) less the aggregate value of all intangibles (including, without limitation, goodwill) all as determined on a consolidated basis in accordance with GAAP
consistently applied.

"Total
Debt" means all Indebtedness of the Borrower on a consolidated basis, but excluding Indebtedness of the Borrower on a consolidated basis that does not
have direct recourse (as primary or secondary obligor, whether contingent or otherwise) to any Restricted Party or any property of any Restricted Party.

"Total
Interest Expense" means, for any period, without duplication, the aggregate expense incurred by the Borrower on a consolidated basis during such
period for interest, other financing charges and equivalent costs under or in connection with Indebtedness, including but not limited to (i) interest, (ii) cash expenditures for interest
whether expensed or capitalized, (iii) commissions, (iv) discounts, (v) the interest or time value of money component of costs related to factoring or securitizing receivables or
monetizing inventory, (vi) bankers' acceptance fees, if any, (vii) discounts on bankers' acceptances, if any, (viii) fees and charges payable with respect to letters of credit and
letters of guarantee, (ix) the interest portion of any capital lease, (x) net payments, if any, pursuant to Hedge Agreements and (xi) all fees and other compensation paid to any
Person that has extended credit to the Borrower, all calculated in accordance with GAAP consistently applied.

"Total
Net Debt" means Total Debt less Unencumbered Cash.

"Total
Net Debt to Free Cash Flow Ratio" means, for any period, the ratio of Total Net Debt to Free Cash Flow.

"Trust
Indenture" means the trust indenture dated as of February 15, 2002 between the Borrower and Computershare Trust Company of Canada, as trustee.

"Trustee"
means Computershare Trust Company of Canada in its capacity as thefondé de pouvoirunder the Hypothec.

"Unanimous
Lenders" means, at any time, all Lenders.

"Unencumbered
Cash" means all cash and Cash Equivalents held by the Borrower in OECD countries that are not subject to any Lien by any Person other than the
Administrative Agent. For the avoidance of doubt, any cash or Cash Equivalents held by any joint ventures that is proportionately consolidated into the Borrower's balance sheet shall not constitute
Unencumbered Cash.

"Unencumbered
Liquidity" means the sum of (a) Unencumbered Cash and (b) the maximum amount of the Available Commitment (of all Lenders) which,
if drawn by the Borrower, would not breach any of the financial covenants set out in Section 10.1 (other than Section 10.1(f)).

"United States
Dollars", "US Dollars" and "US $" mean lawful money of the
United States of America.

"Unsecured
Hedge Counterparty" means, in respect of any Metal Hedge Agreements entered into by the Borrower, the Persons listed on Annex 4, as such Annex is
amended from time to time at the request of the Borrower and with the consent of the Majority Lenders, acting reasonably; provided that, there shall be no more than two Persons listed on Annex 4 at
any time; provided further, that each such Person listed on Annex 4 has executed the "Consent" to the Assignment of Metal Hedge Agreement (in substantially the form of such Consent) and the Borrower
has delivered such executed consent to the Administrative Agent.

"Voting
Stock" of any Person shall mean capital stock of such Person which ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

"Zinc"
means zinc metal of a minimum 0.99995 purity which is registered or registrable, and is in conformity in all respects with the requirements for good
delivery, on the London Metals Exchange.

1.2Accounting Terms.All accounting terms used herein but not specifically defined herein, shall be construed
in accordance with GAAP consistently applied and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

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1.3Headings, etc.The headings in this Agreement are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement. All text included in sections or subsections entitled, "Provisions Reference", in this Agreement are also inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement.

1.4Provisions Reference.Reference is made to Section 2 of the Provisions for other definitional and
interpretative principles applicable to this Agreement.

1.5Amendment and Restatement.This Agreement is and shall for all purposes be a further amendment and a
restatement of the provisions of the Existing Credit Agreement. This Agreement shall supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties
concerning the subject matter of this Agreement, but does not constitute a novation of the Existing Credit Agreement, the Security held under the Existing Credit Agreement or any of the indebtedness,
liabilities or obligations of the Borrower thereunder. All Advances (as defined in the Existing Credit Agreement) shall be Advances under this Agreement, and all of the Facility Indebtedness (as
defined in the Existing Credit Agreement) shall be Facility Indebtedness under this Agreement. Without in any way limiting the terms of the Existing Credit Agreement, the Borrower confirms that the
existing Security shall continue to secure all of the Facility Indebtedness and Hedge Indebtedness, including but not limited to that arising under this Agreement and the other Financing Documents and
the Hedge Agreements to which each Permitted Hedge Counterparty is a party.

1.6Schedules, etc.The following Schedules, Annexes and Exhibits are deemed to be part of this Agreement:

|Annex 1          |  |  |  | Model Credit Agreement Provisions                                 
|---------------- |  | - |  | ------------------------------------------------------------------
|Annex 2          |  |  |  | Commitments                                                       
|Annex 3          |  |  |  | Financial Parameters                                              
|Annex 4          |  |   |  | Unsecured Hedge Counterparties                                    
|Annex 5          |  |  |  | Table of Concordance                                              
|Annex 6          |  |  |  | Hedge Agreement Terms                                             
|Annex 7          |  |  |  | Initial Model and Budget                                          
|Schedule 8.1(h)  |  |  |  | Litigation                                                        
|Schedule 8.1(l)  |  |  |  | Mining Properties                                                 
|Schedule 8.1(m)  |  |  |  | Certain Permitted Liens                                           
|Schedule 8.1(p)  |  |  |  | Certain Contracts                                                 
|Schedule 8.1(q)  |  |  |  | Permits                                                           
|Schedule 8.1(t)  |  |  |  | Subsidiaries and Capital Stock                                    
|Schedule 8.1(u)  |  |  |  | Environmental                                                     
|Schedule 8.1(v)  |  |  |  | Labour                                                            
|Schedule 8.1(w)  |  |  |  | Employee Matters                                                  
|Schedule 8.1(y)  |  |   |  | Partnerships and Other Associations                               
|Schedule 8.1(z)  |  |  |  | Investments and Indebtedness                                      
|Schedule 8.1(cc) |  |  |  | Hedge Information                                                 
|Schedule 8.1(dd) |  |  |  | Royalties                                                         
|Exhibit A        |  |  |  | Drawdown Notice                                                   
|Exhibit B        |  |  |  | Instrument of Adhesion                                            
|Exhibit C        |  |  |  | Assignment of Metal Hedge Agreement                               
|Exhibit D        |  |  |  | Assignment of Contracts                                           
|Exhibit E        |  |  |  | Compliance Certificate                                            
|Exhibit F        |  |  |  | Investment Certificate (Majority Holding)                         
|Exhibit G        |  |  |  | Investment Certificate (Asset Acquisition (US $20,000,000 or more)
|Exhibit H        |  |  |  | Indebtedness Certificate (Other Senior Indebtedness)              
|Exhibit I        |  |   |  | Indebtedness Certificate (Subordinated Indebtedness)              
|Exhibit J        |  |   |  | Permitted Hedge Counterparty Confirmation Letter                  

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ARTICLE 2    CREDIT FACILITY

2.1Creation of the Credit Facility.Each Lender hereby severally, but not jointly, agrees to make available to
the Borrower, upon and subject to the terms and conditions hereof, such Lender's Applicable Percentage of the Credit Facility.

2.2   Amount, Availability and Purpose.



2.3Termination of Credit Facility.    Unless otherwise accelerated and terminated in accordance with
Section 11.2, or unless terminated in accordance with Section 5.3, all outstanding Facility Indebtedness shall be repaid in full, and the Commitments and Credit Facility
terminated, on the Maturity Date.

ARTICLE 3    ADVANCES

3.1   Drawdown Procedure.



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3.2Prime Rate, Base Rate and LIBOR Advances.Each Prime Rate Advance shall be in an aggregate minimum amount of
Cdn. $1,000,000 and in a whole multiple of Cdn. $1,000,000. Each LIBOR Advance or Base Rate Advance shall be in minimum amount of US $1,000,000 and a whole multiple of US $1,000,000. The Borrower
shall pay interest to the Administrative Agent for the account of the Lenders at the Branch of Account on any such Advances outstanding to it from time to time hereunder at the applicable rate of
interest specified in Article 4.

3.3LIBOR Tranches.There shall not at any time be more than six different LIBOR Tranches.

3.4Overdraft Facility.All Advances under the Overdraft Facility shall be made solely by BNS and records
concerning Advances under the Overdraft Facility shall be maintained solely by BNS. All payments of principal, interest, fees and other amounts relating to the Overdraft Facility shall be made solely
to BNS at the Branch of Account. Any notices by the Borrower in connection with the Overdraft Facility shall be made to BNS. Neither the notice periods set out in Section 3.1(a)
nor minimum amount requirements for Advances shall apply to Advances by way of overdraft under the Overdraft Facility. In addition, in respect of Advances by way of overdraft under the
Overdraft Facility, the Borrower shall not be required to deliver a Drawdown Notice pursuant to Section 6.2(c). In connection with Advances under the Overdraft Facility, BNS shall ascertain the
position or net position of the Borrower's Designated Account at the close of business daily. If the Canadian Dollar position or net position is a debit in favour of BNS, the debit will (if the
Borrower is entitled to an Advance) be deemed to be a Prime Rate Advance under the Overdraft Facility in the amount of the debit. If the US Dollar position or net position is a debit in favour of BNS,
the debit will (if the Borrower is entitled to an Advance) be deemed to be a Base Rate Advance under the Overdraft Facility in the amount of the debit. If a position or net position is a credit in
favour of the Borrower, the credit will be deemed to be a repayment of a Prime Rate Advance or Base Rate Advance, as the case may be, under the Overdraft Facility in the amount of the credit to the
extent of any principal amounts owing in respect thereof.

3.5Conversions.Subject to the other terms of this Agreement, the Borrower may from time to time convert all or
any part of the outstanding amount of any Advance into another form of Advance permitted by this Agreement.

3.6   Execution of Bankers' Acceptances.



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3.7   Sale of Bankers' Acceptances.



3.8Size and Maturity of Bankers' Acceptances and Rollovers.Each Advance of Bankers' Acceptances shall be in a
minimum amount of Cdn. $1,000,000. Each Bankers' Acceptance shall have a term of 30 to 180 days after the date of acceptance of the order by a Lender, but no Bankers' Acceptance may mature on a
date which is not a Business Day or on a date after the Maturity Date. The face amount at maturity of a Bankers' Acceptance may be renewed as a Bankers' Acceptance or converted into another form of
Advance permitted by this Agreement.

3.9Co-ordination of BA Advances.Each Lender shall advance its Applicable Percentage of each
Advance by way of Bankers' Acceptances in accordance with the provisions set forth below.



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3.10Payment of Bankers' Acceptances.The Borrower shall provide for the payment to the Administrative Agent at
the Branch of Account for the account of the applicable Lenders of the full face amount of each Bankers' Acceptance accepted for its account on the earlier of (a) the date of maturity of a
Bankers' Acceptance and (b) the date on which any Facility Indebtedness becomes due and payable hereunder. Any
amount payment of which has not been provided for by the Borrower in accordance with this Section shall be automatically converted to Prime Rate Advances in accordance with Section 3.1(a).

3.11Deemed Advance  Bankers' Acceptances.Except for amounts which are
paid from the proceeds of a rollover of a Bankers' Acceptance or for which payment has otherwise been funded by the Borrower (including by way of automatic conversion in accordance with
Section 3.1(a)), any amount which a Lender pays to any third party on or after the date of maturity of a Bankers' Acceptance in satisfaction of the face amount thereof or which is owing to the
Lender in respect of such a Bankers' Acceptance on or after the date of maturity of such a Bankers' Acceptance resulting from such Lender paying an amount in satisfaction of the face amount of such
Bankers' Acceptance to the holder thereof, shall be deemed to be a Prime Rate Advance to the Borrower. Each Lender shall forthwith give notice to the Administrative Agent of the making of such a
payment and the Administrative Agent shall promptly give similar notice to the other Lenders and to the Borrower. Interest shall be payable on such Prime Rate Advance in accordance with the terms
applicable to Prime Rate Advances.

3.12Waiver.The Borrower shall not claim from a Lender any days of grace for the payment at maturity of any
Bankers' Acceptances presented and accepted by the Lender pursuant to this Agreement. The Borrower waives any defence to payment which might otherwise exist if for any reason a Bankers' Acceptance
shall be held by a Lender in its own right at the maturity thereof, and the doctrine of merger shall not apply to any Bankers' Acceptance that is at any time held by a Lender in its own right.

3.13Degree of Care.Any executed orders to be used as Bankers' Acceptances shall be held in safekeeping with
the same degree of care as if they were the Lender's own property, and shall be kept at the place at which such orders are ordinarily held by such Lender.

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3.14Indemnity.The Borrower shall indemnify and hold the Lenders, and each of them, harmless from any loss,
cost, damage or expense with respect to any Bankers' Acceptance dealt with by the Lenders for the Borrower's account, but shall not be obliged to indemnify a Lender for any loss, cost, damage or
expense caused by the gross negligence or wilful misconduct of that Lender.

3.15Obligations Absolute.The obligations of the Borrower with respect to Bankers' Acceptances under this
Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following
circumstances:



3.16Shortfall on Drawdowns, Rollovers and Conversions.The Borrower agrees that:



3.17Prohibited Use of L/Cs and Bankers' Acceptances.The Borrower shall not enter into any agreement or
arrangement of any kind with any Person to whom Bankers' Acceptances have been delivered whereby the Borrower undertakes to replace such Bankers' Acceptances on a continuing basis with other Bankers'
Acceptances, nor shall the Borrower directly or indirectly take, use or provide Bankers' Acceptances or L/Cs as security for funds loaned or advanced from any other Person. For greater certainty, L/Cs
may be used as security for deferred amounts and purchase price adjustments owing in connection with acquisitions permitted by this Agreement.

3.18    Issuance and Maturity of L/Cs.



3.19    Payment of L/Cs.



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3.20Cash Collateral.    Except where any amounts under this Agreement have become immediately due and payable, if
any L/C is outstanding on the Maturity Date or on any other date that all Commitments are terminated, then on the Maturity Date or such other date, the Borrower shall, promptly on demand by the
Administrative Agent, deposit with the Administrative Agent for the benefit of the Secured Parties Cash Collateral in an amount equal to the full undrawn principal amount at maturity of all L/Cs then
outstanding. Such Cash Collateral shall be held by the Administrative Agent, as security for, and to provide for the payment of, the Borrower's obligations in respect of such outstanding L/Cs. The
Administrative Agent may at any time after the Maturity Date apply any or all of such Cash Collateral to the payment of any or all of the Borrower's obligations in respect of such L/Cs which become
due and payable. At the Borrower's request, but subject to the Administrative Agent's reasonable approval, the Administrative Agent shall invest any Cash Collateral consisting of cash and any proceeds
of Cash Collateral consisting of cash in Cash Equivalents, and any commissions, expenses and penalties incurred by the Administrative Agent in connection with any investment and redemption of such
Cash Collateral shall be payable by the Borrower on demand, shall bear interest at the rates provided herein for in Section 4.1(c) on the basis of the Prime Rate in effect from time to time,
and shall be charged to any accounts of the Borrower, or, at the Administrative Agent's option, shall be paid out of the proceeds of any earnings received by the Administrative Agent from the
investment of such Cash Collateral provided herein or out of such cash itself. Neither the Administrative Agent nor the Secured Parties make any representation or warranty as to, and shall not be
responsible for,
the rate of return, if any, earned on any Cash Collateral. Any earnings on Cash Collateral shall be held as additional Cash Collateral on the terms set forth in this Section 3.20.

3.21Deemed Advance  L/Cs.Except for amounts which have been funded by
the Borrower, any amount which BNS pays to any third party in respect of an L/C in satisfaction or partial satisfaction thereof shall also be deemed to be a Prime Rate Advance in the case of Canadian
Dollar L/Cs or a Base Rate Advance in the case of US Dollar L/Cs. BNS shall forthwith give notice of the making of such an Advance to the Borrower and to the Lenders. Interest shall be payable on such
Advances in accordance with the terms applicable to such Advances.

3.22Lenders' Obligations Relating to Overdraft Facility and L/Cs.Notwithstanding that Advances under the
Overdraft Facility and Advances made by way of L/Cs are for the time being made by BNS, it is the intention of the parties that the ultimate credit risk and exposure of any Lender in respect of all
Advances be in accordance with its Applicable Percentage. Accordingly, immediately upon the issuance of an L/C or the making of Advance under the Overdraft Facility in accordance with this Agreement,
each Lender shall be deemed to

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have
irrevocably and unconditionally purchased and received from BNS, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Applicable
Percentage. Each Lender shall, on the date a draft or demand under any L/C is honoured, from time to time as requested by the Administrative Agent or otherwise upon the occurrence of a Default,
without regard to any other provision of this Agreement or any of the other Financing Documents, or any defence any Lender may have in connection with such payment or any defence any Lender may have
in connection with such participation, pay its Applicable Percentage of the amount paid by BNS with respect to an L/C and not reimbursed by the Borrower, and pay its Applicable Percentage by way of
Overdraft Facility, by payment to the Administrative Agent for reimbursement of BNS on such day in immediately available funds. If and to the extent such Lender shall not make such payment available
to the Administrative Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent for reimbursement of BNS forthwith on demand such amount together with interest thereon,
for each day from the date such amount was paid or credited by BNS until such amount is made available to the Administrative Agent at a per annum rate equal to the Prime Rate plus the Applicable
Margin or the Base Rate plus the Applicable Margin, as the case may be. The failure of any Lender to pay its Applicable Percentage of any such amount shall not relieve any other Lender of its
obligation to make available any amount required to be paid by it under this Section, but no Lender shall be responsible for the failure of any other Lender to make such payment. Any such action on
the part of the Lenders shall be binding on the Borrower. If any Lender fails to take the actions required under this Section, the Administrative Agent may, without prejudice to the Borrower's
obligation to pay the Administrative Agent for reimbursement of BNS as contemplated in Section 3.19 and this Section 3.22, and until the required action has been taken by
such Lender, make appropriate adjustments to the payments to the defaulting Lender of amounts otherwise required to be made to such Lender under this Agreement.

3.23Adjustment of Applicable Percentages.While BNS is the sole Lender making Advances under the Overdraft
Facility and issuing L/Cs, its participation in Advances and payments (including standby fees) under the other Advances hereunder shall be reduced and shall be adjusted by the Administrative Agent
from time to time, so that the aggregate of the Advances it has made or committed to make under those other Advances reflects as closely as reasonably possible its overall Applicable Percentage of
those other Advances.

3.24Evidence of Indebtedness.The Advances made by the Lenders shall be evidenced by records maintained by the
Administrative Agent and by each Lender concerning those Advances it has made. The Administrative Agent shall also maintain records of Advances by way of Bankers' Acceptances and L/Cs, and each Lender
shall also maintain records relating to Bankers' Acceptances that it has accepted. BNS shall also maintain records relating to L/Cs that it has issued. The records maintained by the Administrative
Agent, and by BNS relating to L/Cs, shall constitute, in the absence of manifest error,prima facieevidence of the Facility Indebtedness and all
details relating thereto. The failure of the Administrative Agent or any Lender to correctly record any such amount or date shall not, however, adversely affect the obligation of the Borrower to pay
the Facility Indebtedness in accordance with this Agreement.

ARTICLE 4    INTEREST RATES AND FEES

4.1   Interest Rate and Payment Dates.



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4.2   Computation and Determination of Interest and Fees.



4.3Provisions Reference.Reference is made to Section 3.5 of the Provisions regarding "Inability to
Determine Rates".

4.4Interest Act.Each rate of interest which is calculated with reference to a period (the "deemed interest
period") that is less than the actual number of days in the calendar year of calculation is, for the purposes of theInterest Act(Canada), equivalent
to a rate based on a calendar year calculated by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing by the number of days in the deemed
interest period.

4.5Prohibited Rates of Interest.Notwithstanding any other provision of this Agreement or any other Financing
Documents, the Borrower shall not be obliged to make any payment of interest or other amounts payable to the Administrative Agent or Lenders in an amount or at a rate that would be prohibited by law
or would result in the receipt of interest at a criminal rate, as the terms "interest" and "criminal rate" are defined under theCriminal Code(Canada),
or that would contravene any usury laws which may be applicable to any obligations of the Borrower in connection with this Agreement or the other Financing Documents. In any such case, any payment,
collection or demand for interest in excess of the maximum permitted rate shall, notwithstanding such provision, be deemed to have been adjusted with retroactive effect to the maximum amount or rate
of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Administrative Agent or Lender of "interest" at a "criminal rate".

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4.6Commitment Fee.The Borrower shall pay to the Administrative Agent on the last Business Day of each month,
commencing on the last Business Day of the month in which the Restatement Date occurs, for the account of each Lender, a commitment fee calculated on the average daily sum of each Lender's Available
Commitment during each month (or such shorter period with respect to the first such payment date) at the Commitment Fee Rate, payable in arrears and calculated on the basis of a 365 or 366 day
year, as applicable. Such commitment fee shall be distributed by the Administrative Agent to the Lenders based on their Applicable Percentage.

4.7L/C Fees.Payment of L/C fees shall be made by the Borrower to BNS at the Branch of Account. The L/C fees
which accrue during each calendar quarter shall be paid in arrears one Business Day after such calendar quarter. L/C fees shall be calculated at the annual rate of the then Applicable Margin on the
face amount of each L/C for the duration of its term on the basis of the actual number of days to elapse from and including the date of issuance or renewal by BNS to but not including the expiry date
of the L/C. Such L/C fees shall be distributed by the Administrative Agent to the Lenders based on their Applicable Percentage. An additional L/C fronting fee shall be payable by the Borrower to BNS,
for BNS's sole benefit, at the Branch of Account. The L/C fronting fee which accrues during each calendar quarter shall be paid in arrears one Business Day after such calendar quarter. The L/C
fronting fee shall be calculated at the annual rate of 0.15% per annum on the face amount of each L/C for the duration of its term on the basis of the actual number of days to elapse from and
including the date of issuance or renewal by BNS to but not including the expiry date of the L/C. L/C fees shall be calculated on the basis of a 365 or 366 day year, as applicable.

4.8Interest under Overdraft Facility.    All payments of interest and any other amount with respect to the
Overdraft Facility shall be payable by the Borrower to the Administrative Agent at the Branch of Account for the account of the Lenders. Such interest and other amounts shall be distributed by the
Administrative Agent to the Lenders based on their Applicable Percentage, upon the Administrative Agent making adjustments to its participation in Advances under Section 3.23.

4.9Amendment Fee.On the Restatement Date, the Borrower shall pay to the Administrative Agent an amendment fee
of US $350,000, which is fully earned, non-refundable and payable in full on the Restatement Date. Such fee shall be distributed by the Administrative Agent to the Lenders based on their
Applicable Percentage of the Commitments.

ARTICLE 5    REDUCTIONS AND PAYMENTS

5.1General Rule Regarding Repayments.Subject to Section 11.6 hereof and Section 5 of the
Provisions, repayment of an outstanding Advance made by the Borrower shall be applied by the Administrative Agent among all Lenders on the basis of their Applicable Percentage.

5.2   Term and Repayments.



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5.3Termination and Reduction of Commitments.The Borrower may at any time, upon at least five
(5) Business Days' irrevocable written notice provided to the Administrative Agent, without penalty, terminate entirely at any time, or partially reduce on a permanent basis from time to time,
by an aggregate amount of US $1,000,000 or the Equivalent Amount in Canadian Dollars or multiples thereof, the Commitments of all Lenders; and any such termination or reduction shall reduce each
Lender's Commitment on the basis of its Applicable Percentage; provided that, prepayments of LIBOR Advances may not occur during an Interest Period unless the Borrower pays the required amount under
Section 5.5. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Any such reduction shall also reduce the Maximum Facility Amount by that amount. If
the Maximum Facility Amount and the Commitments of all Lenders are reduced to zero and the Credit Facility is terminated in its entirety, all Facility Indebtedness, together with all other amounts
owing by the Borrower under Section 5.5, shall be due and payable by the Borrower on the effective date of such termination. If the Maximum Facility Amount and the Commitments of all Lenders
are partially reduced, the outstanding Advances (including, for greater certainty, the face amount of all Bankers' Acceptances) which, if not repaid, would be in excess of the Maximum Facility Amount
and the Commitments of all Lenders, together with all other amounts owing by the Borrower under Section 5.5, shall be due and payable by the Borrower on the effective date of such reduction.

5.4   Mandatory Prepayments.



5.5Indemnity.The Borrower agrees to indemnify each Lender and the Administrative Agent and to hold each Lender
and the Administrative Agent harmless from any loss or expense which such Lender or the Administrative Agent may sustain or incur as a consequence of (a) default by the Borrower in payment when
due of the principal amount of or interest on any Advances, (b) default by the Borrower in making any

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prepayment
after the Borrower has given a notice in accordance with Section 5.3 resulting in the making of a prepayment of a LIBOR Advance on a day which is not the last day of an Interest
Period with respect thereto, including without limitation, in each case any such loss or expense arising from the re-employment of funds obtained by it to maintain its Advances hereunder
or from fees payable to terminate the deposits from which such funds were obtained to the extent not recovered in connection with such re-employment of funds if applicable (but in any
event excluding any loss of profits or other consequential damages and the Applicable Margin applicable to such Advances). This covenant shall survive termination of all Commitments and payment of the
outstanding Facility Indebtedness.

5.6Exchange Rate Fluctuations.If fluctuations in rates of exchange in effect between US Dollars and Cdn.
Dollars cause the amount of outstanding Advances (expressed in US Dollars based on the Equivalent Amount from time to time) to exceed the Maximum Facility Amount then in effect by five percent or more
at any time, the Borrower shall pay the Administrative Agent for the benefit of the Lenders immediately on demand such amount as is necessary to repay the excess. If the Borrower is unable to
immediately pay that
amount because Interest Periods have not ended, Bankers' Acceptances have not matured or L/Cs (or any portion thereof) have not been drawn, the Borrower shall, immediately on demand, post Cash
Collateral with the Administrative Agent in the amount of the excess, which shall form part of the Security and be held until the amount of the excess is paid in full or is less than five percent. If,
on the date of any Advance (whether by rollover, conversion or otherwise), the amount of Advances (expressed as described above) exceeds the maximum amount permitted herein because of fluctuations in
rates of exchange, the Borrower shall immediately pay the Lenders the excess and shall not be entitled to any Advance that would result in the amount permitted hereunder being exceeded.

5.7Payments.All payments (including prepayments) made by the Borrower on account of principal, interest and
fees hereunder shall be made without set-off or counterclaim including, without limitation, any set-off or counterclaim based on any law, rule or policy or, any governmental
authorization or order which is now or hereafter promulgated by any Governmental Authority and which may adversely affect the Borrower's obligation to make, or the right of any Lender to receive, such
payments. All such payments shall be made to the Administrative Agent, for the account of the Lenders, at the Branch of Account, in the same currency as the relevant Advance, and, in each case, in
immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other
than payments on the Advances) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of
principal and interest thereon, shall be payable at the then applicable interest rate(s) hereunder during such extension. If any payment on an Advance becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event
such payment shall be made on the immediately preceding Business Day (and such reduction or extension of time shall in such case be included in computing interest in connection with such payment).

5.8Authorized Transfer.The Borrower hereby irrevocably authorizes the Administrative Agent to effect the
making of all payments whether of principal, interest, fees or any other charges whatsoever hereunder which the Borrower is required to pay the Lenders, the Administrative Agent or any other Person by
charging any designated bank account maintained by the Borrower with the Administrative Agent. Nothing herein limits or restricts the right of the Lenders and/or the Administrative Agent under
Section 4 of the Provisions. Payment by the Borrower to the Administrative Agent of any amount owed by the Borrower to the Lenders hereunder shall discharge the Borrower's obligation to pay
such amount to the Lenders.

5.9Provisions Reference.Reference is made to Sections 3.1, 3.2, 3.3 and 3.4 of the Provisions regarding
"Increased Costs", "Taxes", "Mitigation Obligations; Replacement of Lenders" and "Illegality", respectively.

ARTICLE 6    CLOSING AND DRAWDOWN CONDITIONS

6.1Conditions Precedent to First Additional Advance.The conditions to making the Initial Advance (as defined
in the Existing Credit Agreement) and the conditions to the amendment and restatement resulting in

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the
Existing Credit Agreement have been satisfied (on the required dates as specified in the Existing Credit Agreement), and the obligations of the Lenders hereunder, including the several obligations
of the Lenders to make the First Additional Advance, shall be subject (in addition to the conditions set out in Sections 6.2) to the satisfaction, on or prior to the Restatement Date, of
the following conditions:



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Unless
otherwise required by the Administrative Agent, as determined by the Administrative Agent acting reasonably, Documents delivered in connection with the Existing Credit Agreement
need not be delivered again in connection with this Agreement.

6.2Conditions Precedent to All Advances.The obligations of the Lenders to make any Advances under this
Agreement shall be subject to the fulfilment of the conditions precedent set out in Sections 6.1 (when required as specified therein) and the following conditions precedent on or prior to each
Drawdown Date:





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6.3   Place of Closings and Waiver of Conditions.



ARTICLE 7    SECURITY

7.1Security.The Borrower shall execute and deliver (or, with respect to Security Documents executed and
delivered prior to or at the time of the Restatement Date, shall have executed and delivered) to the Administrative Agent or as otherwise specified in this Section 7.1, for and on behalf
of the Secured Parties, or as otherwise directed by the Administrative Agent, as continuing collateral security for the payment and performance by the Borrower of its indebtedness, liabilities and
obligations hereunder or under any of the Financing Documents to which it is a party and for any of its indebtedness, liabilities and obligations to the Secured Parties or any of them under the Hedge
Agreements to which they are a party, the following security, all in form and substance satisfactory to the Administrative Agent, providing the Administrative Agent (or the Trustee for and on behalf
of the Administrative Agent) for and on behalf of the Secured Parties with a first priority Lien, subject only to Permitted Liens, in the Collateral charged thereunder, as applicable:



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7.2Release.    On the Restatement Date, the Administrative Agent shall, and the Lenders hereby authorize the
Administrative Agent to, provide the Borrower with a release of the securities pledge agreement dated March 20, 2003 granted by the Borrower in favour of the Administrative Agent and the
securities pledge agreement (ULC) dated March 20, 2003 granted by the Borrower in favour of the Administrative Agent.

7.3Registration.All Security Documents shall, at the Borrower's expense, be registered, filed or recorded in
all offices in such jurisdictions as the Administrative Agent, after consultation with Lenders' Counsel, may from time to time reasonably require, where such registration, filing or recording is, in
the opinion of the Administrative Agent, necessary or desirable to the creation, perfection and preservation of the Security including, without limitation, at any land registry or land title offices.

7.4   Bank Act Security.



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7.5Change of Law and Further Assurances.The Borrower acknowledges that the laws and regulations relating to
the Security and its registration may change. The Borrower agrees that the Administrative Agent shall have the right to require that such documentation and/or registrations be amended or supplemented
from time to time to reflect any changes in such laws, whether arising as a result of statutory amendments, court decisions or otherwise, in order to grant to the Administrative Agent on behalf of the
Secured Parties the Liens on all Included Property or as otherwise intended to be created and perfected thereby. In addition, the Borrower shall, from time to time, upon request of the Administrative
Agent, execute and deliver, or cause to be executed and delivered by any other applicable Restricted Party, all such further instruments of hypothecation, assignment, transfer, mortgage, pledge or
charge as the Administrative Agent may reasonably request to grant the Administrative Agent on behalf of the Secured Parties valid Liens intended to be created and perfected thereby, including,
without limitation, assignments of all Material Contracts and Metal Hedge Agreements, now or hereafter entered into by any Restricted Party, substantially in the form of Exhibit D
and the Assignment of Metal Hedge Agreements, or in such other form reasonably requested by the Administrative Agent, acknowledged and consented to on terms satisfactory to the Administrative
Agent by each counterparty thereto, as well as pledges by the Restricted Parties of all securities and other equity interests now or hereafter held by a Restricted Party in any other Restricted Party,
pledges of all indebtedness now or hereafter owing by any Restricted Party to any other Restricted Party and a first priority Lien, subject to Permitted Liens, on any Included Property now owned or
hereafter acquired by the Borrower or any other Restricted Party.

7.6Security for Hedge Indebtedness.The Borrower acknowledges and agrees that the Security shall, without
limitation, secure all obligations and liabilities of the Borrower to each Permitted Hedge Counterparty under Hedge Agreements entered into with them and, so long as any such Hedge Agreements are
outstanding with any Permitted Hedge Counterparty, unless otherwise agreed by the applicable Permitted Hedge

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Counterparty,
the Security shall not be discharged, released or terminated as a result of the termination of the Commitments and/or the repayment or satisfaction of all Facility Indebtedness, but
shall, upon such termination and/or repayment or satisfaction continue, to the maximum extent permitted by all applicable Requirements of Law, in full force and effect for the benefit of the Final
Permitted Hedge Counterparties in accordance with Section 12.2(e).

7.7Reaffirmation of Existing Security.Without in any way limiting any other provision of Article 7,
and notwithstanding any other provision which may be to the contrary in any Financing Document, the Borrower hereby irrevocably (a) reaffirms and ratifies the continuing effectiveness of
all Security granted by the Borrower prior to the Restatement Date (except the securities pledge agreement dated March 20, 2003 granted by the Borrower in favour of the Administrative Agent and
the securities pledge agreement (ULC) dated March 20, 2003 granted by the Borrower in favour of the Administrative Agent), (b) confirms that all such Security remains in full force and
effect, unamended and (c) confirms that all such Security secures all Facility Indebtedness and Hedge Indebtedness.

ARTICLE 8    REPRESENTATIONS AND WARRANTIES

8.1Representations and Warranties.To induce the Lenders and the Administrative Agent to enter into this
Agreement and to induce the Lenders to make Advances, the Borrower represents, warrants and, where applicable, covenants to the Administrative Agent and the Lenders as follows:



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8.2Disclosure Schedules.The Borrower may from time to time supplement each Schedule hereto with respect to any
matter arising after the date hereof which, if existing or occurring at the date hereof, would have been required to be set forth or described in such Schedule or which is necessary to correct any
information in such Schedule which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made
therein). No such supplement to any such Schedule shall be or be deemed a waiver of any Default arising as a result of the information disclosed in such supplement, except as consented to by the
Majority Lenders or, with the written consent of the Majority Lenders, the Administrative Agent. No supplement shall be permitted as to representations and warranties that relate solely to the date
hereof. For the purpose of any requirement under the Financing Documents that the Borrower or one of its officers confirms, repeats or is deemed to have repeated, the accuracy of a representation and
warranty which relies upon a Schedule for disclosure of information as at any time after the date hereof, the Schedule referred to in that representation and warranty shall, if so consented to by the
Majority Lenders or if applicable the Administrative Agent (but only to the extent such consent is required to waive any Default), be deemed to be a reference to the most recent amended or
supplemented Schedule.

ARTICLE 9    REPORTING COVENANTS AND PROCEDURES

9.1General Reporting Requirements.The Borrower covenants and agrees that during the term of this Agreement, it
shall deliver to the Administrative Agent, for the use of the Administrative Agent and the
Lenders (excepting therefrom those terms which are stated to survive the termination of this Agreement), in such number as the Administrative Agent may reasonably require:



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9.2Mine Plan.The Borrower shall deliver each year to the Administrative Agent, with sufficient copies for the
Lenders, no later than May 31 each year a Mine Plan, which has been approved by the board of directors of the Borrower. Each such Mine Plan shall:



If
the Mine Plan is in compliance with the foregoing requirements and the Independent Engineer (and, as applicable, other independent consultant) is not required to review the Mine Plan
pursuant to Section 9.5, the Mine Plan shall be deemed to be accepted by the Administrative Agent and the Lenders upon such delivery to the Administrative Agent. In all other cases, the Mine
Plan shall not be considered accepted. If the Mine Plan does not comply with the requirements in subparagraphs (a), (b) and (c) above, the Borrower shall within 5 Business Days after
consultation with the Administrative Agent, submit an appropriately revised Mine Plan which is otherwise in accordance with this Section 9.2. If the Independent Engineer (and, as applicable,
other independent consultant) is required to review the Mine Plan pursuant to Section 9.5, the Borrower shall,
following completion of the Independent Engineer's (and, as applicable, other independent consultant's) review, within 5 Business Days after consultation with the Administrative Agent, submit an
appropriately revised Mine Plan which is otherwise in accordance with this Section 9.2.

9.3Operating Budgets.The Borrower shall deliver each year to the Administrative Agent, with sufficient copies
for the Lenders, no later than January 31 of each year, a monthly Operating Budget for that fiscal year, which has been approved by the board of directors of the Borrower. Each such Operating
Budget shall:



If
the Operating Budget is in compliance with the foregoing requirements and the Independent Engineer (and, as applicable, other independent consultant) is not required to review the
Operating Budget pursuant to Section 9.5, the Operating Budget shall be deemed to be accepted by the Administrative Agent and the Lenders upon such delivery to the Administrative Agent. In all
other cases, the Operating Budget shall not be considered accepted. If the Operating Budget does not comply with the requirements in subparagraphs (a), (b) and (c) above, the Borrower
shall within 5 Business Days after consultation with the Administrative Agent, submit an appropriately revised Operating Budget which is otherwise in accordance with this Section 9.3. If the
Independent Engineer (and, as applicable, other independent consultant) is required to review the Operating Budget pursuant to Section 9.5, the Borrower shall, following completion of the
Independent Engineer's (and, as

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applicable,
other independent consultant's) review, within 5 Business Days after consultation with the Administrative Agent, submit an appropriately revised Operating Budget which is otherwise in
accordance with this Section 9.3.

9.4Additional Procedures for Updating Mine Plan and Operating Budgets.If any Person which is a Restricted
Party acquires any Mines constituting Included Property or other Mining Properties or other Persons as permitted by this Agreement, within 60 Business Days of such acquisition, the Borrower shall, in
accordance with the requirements set out in Sections 9.2 and 9.3 (except for the date of delivery thereof,
which shall be governed by this Section 9.4), submit an updated Mine Plan and Operating Budget to the Administrative Agent together with the supporting documents required by those Sections.

9.5Review of Monthly Operating Report, Mine Plan and Operating Budgets.If there has been any adverse variation
in actual ore processed, Gold Equivalent produced or operating costs per ton of ore at the Mines constituting Included Property as reported in the December Monthly Operating Report or in any publicly-
filed documents referred to in Section 9.1(f) in respect of the previous year by 15% or more as compared to the projections for such items set out in the previous year's Mine Plan, the
Administrative Agent shall arrange for the Monthly Operating Report in respect of the months of March, June, September and December for the current year, the Mine Plan for the current year and the
Operating Budgets for the current year, to be reviewed by the Independent Engineer on behalf of the Lenders. In such case, the Administrative Agent may also, if reasonably considered appropriate,
consult with (and arrange for reviews by) any other independent consultant who is competent to advise on the relevant matter, in reviewing the Mine Plan and the Operating Budgets.

ARTICLE 10    COVENANTS OF THE BORROWER

10.1Financial Covenants.    During the term of this Agreement (excepting therefrom those terms which are stated to
survive the termination of this Agreement):



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10.2Positive Covenants.    During the term of this Agreement (excepting therefrom those terms which are stated to
survive the termination of this Agreement):



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10.3Negative Covenants.    During the term of this Agreement (excepting therefrom those terms which are stated to
survive the termination of this Agreement):



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ARTICLE 11    EVENTS OF DEFAULT

11.1Events of Default.Each of the following events shall constitute an event of default
("Event of Default"):



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11.2Remedies.If an Event of Default occurs and is continuing, the Administrative Agent may, and at the request
of the Majority Lenders, the Administrative Agent shall, for and on behalf of the Secured Parties, take any one or more of the following actions:



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Notwithstanding
the foregoing, upon the occurrence of an Event of Default specified in Section 11.1(g), (h) or (i), the Commitments shall automatically and immediately
terminate and the outstanding Advances, all accrued interest thereon and all other amounts payable hereunder, shall immediately become due and payable.

11.3Cash Collateral.Immediately upon any amounts becoming due and payable under Section 11.2, the
Borrower shall, without necessity of further act or evidence, be and become thereby unconditionally obligated to deposit forthwith with the Administrative Agent for the Secured Parties' benefit Cash
Collateral equal to the full undrawn principal amount at maturity of all L/Cs and Bankers' Acceptances then outstanding for its account and the Borrower hereby unconditionally promises and agrees to
deposit with the Administrative Agent immediately upon such demand Cash Collateral in the amount so demanded. The Borrower authorizes the Lenders, or any of them, to debit its accounts with the amount
required to pay such L/Cs and to pay such Bankers' Acceptances, notwithstanding that such Bankers' Acceptances may be held by the Lenders, or any of them, in their own right at maturity. Amounts paid
to the Administrative Agent pursuant to such a demand in respect of Bankers' Acceptances and L/Cs shall, subject to Section 11.6, be applied against, and shall reduce, pro rata among the
Lenders, to the extent of the amounts paid to the Administrative Agent in respect of Bankers' Acceptances and L/Cs, respectively, the obligations of the Borrower to pay amounts then or thereafter
payable under Bankers' Acceptances and L/Cs, respectively, at the times amounts become payable thereunder.

11.4Rights Cumulative.The rights and remedies of the Administrative Agent and the Secured Parties hereunder
shall be in addition to, and not in substitution for, any other rights or remedies available to them, at law, in equity or otherwise. No remedy for the enforcement of the rights of the Administrative
Agent and the Secured Parties shall be exclusive of any other rights or remedies provided hereunder, under any other Document, by law, in equity or otherwise or dependent upon any other such right or
remedy and any one or more of such rights or remedies may from time to time be exercised independently or in combination. No failure to exercise, and no delay in exercising, on the part of the
Administrative Agent or Secured Party, any
right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or
remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law or otherwise.

11.5Proofs of Claim, Etc.In addition to their rights under Section 11.2, the Administrative Agent or
the Secured Parties may file such proofs of claim and other papers and documents as may be necessary or desirable to have the claims of the Administrative Agent or the Secured Parties lodged in any
bankruptcy, winding-up or other judicial proceeding relating to the Borrower.

11.6Priority of Payments.Upon any acceleration pursuant to Section 11.2 of the Facility Indebtedness,
all payments made by the Borrower and all amounts, if any, obtained by the Administrative Agent or Secured Parties on the enforcement of any Security shall be applied as follows:



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and
the Borrower shall have no right to require any inconsistent appropriation.

ARTICLE 12
THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES

12.1Provisions Reference.Reference is made to Section 4 of the Provisions regarding "Right of Setoff",
Section 5 of the Provisions regarding "Sharing of Payments by Lenders" and Section 7 of the Provisions regarding "Agency" matters.

12.2Specific Provisions Relating to Hedge Counterparties.



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ARTICLE 13
MISCELLANEOUS

13.1Amendments, Waivers, Etc.Neither this Agreement nor any other Document, nor any terms hereof or thereof,
may be amended, supplemented or modified except in accordance with the provisions of this Section. Unless otherwise specified in this Agreement, the Majority Lenders may, or, with the written consent
of the Majority Lenders, the Administrative Agent shall, from time to time, (X) enter into with the Borrower, written amendments, supplements or modifications hereto and to the other Financing
Documents for the purpose of amending, adding, remaining or replacing any provisions to this Agreement or to the other Financing Documents or changing in any manner the rights or obligations of the
Lenders or the Borrower hereunder or thereunder or (Y) waive, at the Borrower's request, on such terms and conditions as the Majority Lenders or the Administrative Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or the other Documents or any Default and its consequences; provided, however, that, subject to Section 5.2, no such
waiver and no such amendment, supplement or modification shall:



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Any
waiver and any amendment, supplement or modification pursuant to this Section 13.1 shall apply to each Lender and shall be binding upon the Borrower, the Lenders, the Secured
Parties and the Administrative Agent and all future holders of the Advances. In the case of any waiver, the Borrower, the Lenders, the Secured Parties, the Administrative Agent shall be restored to
their former position and rights hereunder and under the other Financing Documents, and any Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default, or impair any right consequent thereon. Notwithstanding anything contained in this Section 13.1 to the contrary, the foregoing provisions do not apply to
Hedge Agreements, nor to any amendment, supplement, modification or waiver of any of the terms thereof.

13.2Amendments (Subsidiaries), Etc.Notwithstanding Section 13.1, no Document to which a Subsidiary is a
party, nor any terms thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section. Unless otherwise specified in this Agreement, the Majority Lenders may,
or, with the written consent of the Majority Lenders, the Administrative Agent shall, from time to time, enter into with any Subsidiary, written amendments, supplements or modifications of the
Documents to which any such Subsidiary is a party for the purpose of adding any provisions to the Documents or changing in any manner the rights or obligations of the Lenders or any Subsidiary
thereunder; provided, however, that, subject to Section 5.2, no such amendment, supplement or modification shall reduce the amount or extend the scheduled date of maturity of any obligation; or
extend the scheduled date of any payment thereof or modify any provision that provides for the sharing by the Lenders of any payment or prepayment of indebtedness to provide for a
non-ratable sharing thereof, in each case, without the prior written consent of the Unanimous Lenders. Any amendment, supplement or modification pursuant to this Section 13.2 shall
apply to each Lender and shall be binding upon the Borrower, the applicable Subsidiary, the Lenders, the Secured Parties and the Administrative Agent and all future holders of the Advances.
Notwithstanding anything contained in this Section 13.2 to the contrary, the foregoing provisions do not apply to Hedge Agreements, nor to any amendment, supplement, modification or
waiver of any of the terms thereof.

13.3Lenders' Obligations Several.The obligations of the Lenders hereunder, including those relating to the
making of any Advances, are several and not joint with respect to the other Lenders.

13.4Reproduction of Documents, etc.This Agreement, all other Documents and all documents relating hereto and
thereto may be reproduced by the Lenders or by the Administrative Agent by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process and the
Lenders or the Administrative Agent may destroy any original documents so reproduced. The Borrower agrees that any such reproduction shall be as admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Administrative Agent or the Lenders in the regular course of
business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

13.5No Merger on Judgment.The taking of any judgment shall not operate as a merger of any Facility
Indebtedness or other liability of the Borrower to the Administrative Agent or the Secured Parties or any part

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thereof
or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Administrative Agent or the Secured Parties may have in connection with such
Indebtedness or other liability.

13.6Independent Engineer and Other Advisers.



13.7Survival of Representations, Warranties and Covenants.All agreements, representations, warranties,
covenants and indemnities made by or on behalf of the Borrower herein or in any other Document or any certificate or document delivered pursuant hereto, shall be considered to have been relied on by
the Administrative Agent and the Lenders and shall survive the execution and delivery of this Agreement, the execution and delivery of each other Document, and the making of each Advance,
notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or Lender.

13.8Further Assurances.The Borrower shall execute and deliver or cause to be done, executed and delivered, all
such further acts, documents and things as the Administrative Agent and the Lenders may reasonably request for the purpose of giving effect to this Agreement and the other Documents or for the purpose
of establishing compliance with the representations, warranties, covenants and conditions of same.

13.9Severability.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of
such provision in any other jurisdiction.

13.10Conflicts.In the event of any conflict or inconsistency between the provisions of this Agreement and any
other Financing Documents, the provisions of this Agreement shall prevail.

13.11Time of Essence.Time shall, in all respects, be of the essence hereof.

13.12English Language.The Financing Documents have been negotiated in English and will be or have been
executed in the English language. Les soussignés ont expressément demandé que ce document soit rédigé en langue anglaise. All
paper writings given or delivered pursuant to this Agreement and the other Financing Documents shall, if requested by the Administrative Agent, be in the English language or, if not, shall be
accompanied by a certified English translation thereof. The English language version of any document shall, absent manifest error, control the meaning and interpretation of the matters set forth
therein.

13.13Judgment Currency.If for the purpose of obtaining judgment in any court it is necessary to convert an
amount due under any Document from the currency in which it is due (the "Original Currency") into another currency (the
"Second Currency"), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the
Administrative Agent could purchase, in the Toronto foreign exchange

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market,
the Original Currency with the Second Currency two Business Days preceding that on which judgment is given. The Borrower agrees that its obligation in respect of any Original Currency due
hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment
of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the Toronto foreign exchange market the
Original Currency with the amount of the Second Currency so paid. If the amount of the Original Currency so purchased or that could have been so purchased is less than the amount originally due in the
Original Currency, the Borrower agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent and Lenders against such loss. The term "rate of
exchange " means the spot rate at which the Administrative Agent in accordance with normal practices is able on the relevant date to purchase the Original Currency with the Second Currency and
includes any premium and costs of exchange payable in connection with such purchase.

13.14Exculpation Provisions.Each of the parties hereto specifically agrees that it has read this Agreement and
the other Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Documents; that it is fully informed and has full notice and knowledge of the
terms, conditions and effects of this Agreement; that it has been represented by legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other
Documents; and has received the advice of its legal counsel in entering into this Agreement and the other Documents; and that it recognizes that certain of the terms of this Agreement and the other
Documents result in one party assuming liability inherent in some aspects of the transaction and relieving other parties of responsibility for such liability. Each party hereto agrees and covenants
that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the other Documents on the basis that the party had no notice or knowledge of such provision
or that the provision is not "conspicuous."

13.15Permitted Liens.The designation of a Lien as a Permitted Lien is not, and shall not be deemed to be, an
acknowledgment by the Administrative Agent or the Lenders to any Person that the Lien shall have priority over the Security.

13.16Provisions Reference.Reference is made to Section 8 of the Provisions regarding "Notices;
Effectiveness; Electronic Communications", Section 9 of the Provisions regarding "Expenses; Indemnity; Damage Waivers", Section 10 of the Provisions regarding "Successors and Assigns",
Section 11 of the Provisions regarding "Governing Law; Jurisdictions; etc.", Section 12 of the Provisions regarding "Waiver of Jury Trials ", Section 13 of the Provisions
regarding "Counterparts; Integration; Effectiveness; Electronic Execution" and Section 14 of the Provisions regarding "Confidentiality".

13.17Indemnification.The Borrower shall indemnify and hold harmless the Administrative Agent and each Secured
Party and each of their Affiliates and their officers, directors, employees, agents and advisers (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, the preparation for the defence of, any
investigation, litigation or proceeding arising out of, related to or in connection with:



whether
or not such investigation, litigation or proceeding is brought by any Restricted Party, its directors, shareholders or creditors or by an Indemnified Party or by any other Person, or any
Indemnified Party is otherwise a party thereto, and whether or not the transactions contemplated hereby are consummated; except to the extent such claim, damage, loss, liability or expense results
from such Indemnified Party's gross negligence or willful misconduct. The Borrower agrees not to assert any claim against any Indemnified Party, and, without in any way limiting any of their other
rights or remedies hereunder or at law, each Lender and the Administrative Agent, also agrees not to assert any claim against any Restricted Party, its officers, directors, employees, agents or
advisors, on any theory of liability for special, indirect, consequential or punitive damages arising out of or

68

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otherwise
relating to this Agreement and the other Financing Documents and any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances. The
agreements in this Section 13.17 shall survive the termination of the Commitments and the repayment of all other amounts outstanding hereunder and under the other Financing Documents.

13.18Environmental Indemnity.The Borrower shall exonerate, indemnify, pay and protect, defend and hold each
Indemnified Party harmless from and against, and reimburse said Persons for, any claims (including, without limitation, third party claims, whether for personal injury or real (or immoveable) or
personal property damage or otherwise), actions, administrative proceedings (including informal proceedings),
judgments, liens, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), interest or losses, including reasonable legal fees and expenses
(including any such fees and expenses incurred in enforcing the Documents or collecting any sums due under same), consultant fees, and expert fees, together with all other costs and expenses of any
kind or nature that arise directly or indirectly from or in connection with any Requirements of Environmental Law, or any failure or breach in respect thereof, that is or allegedly is applicable to
any Restricted Party, its respective properties, operations or actions to the extent the same arose out of the relationships and arrangements created and contemplated hereby. The agreements in this
Section 13.18 shall survive the termination of the Commitments and the repayment of all other amounts outstanding hereunder and under the other Financing Documents.

[Execution Pages Follow]

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|THE BORROWER                    |  |        |  | AGNICO-EAGLE MINES LIMITED                         
|------------------------------- |  | ------ |  | ---------------------------------------------------
|Address:                        |  | By:    |  | (signed) David Garofalo                            
|                                |  | Name:  |  | David Garofalo                                     
|145 King Street East, Suite 500 |  | Title: |  | Vice President, Finance and Chief Financial Officer
|Toronto, Ontario
M5C 2Y7        |  |        |  |                                                    
|Attention: David Garofalo       |  |        |  |                                                    
|Telecopier: (416) 367-4681      |  |        |  |                                                    

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|CO-ARRANGER AND ADMINISTRATIVE AGENT              |  |        |  | THE BANK OF NOVA SCOTIA, as Co-Arranger, Administrative Agent and Technical Agent
|------------------------------------------------- |  | ------ |  | ---------------------------------------------------------------------------------
|Address:                                          |  | By:    |  | (signed) Ray Clarke                                                              
|                                                  |  | Name:  |  | Ray Clarke                                                                       
|40 King Street West                               |  | Title: |  | Director                                                                         
|Scotia Plaza, 62nd Floor
Toronto, Ontario
M5W 2X6 |  |        |  |                                                                                  
|                                                  |  | By:    |  | (signed) Ram Kalicharan                                                          
|Attention: Robert Hosie                           |  | Name:  |  | Ram Kalicharan                                                                   
|                                                  |  | Title: |  | Associate Director                                                               
|Telecopier: (416) 866-3329                        |  |        |  |                                                                                  

S-2

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|CO-ARRANGER AND SYNDICATION AGENT                           |  |        |  | SOCIÉTÉ GÉNÉRALE (CANADA), as Co-Arranger and Syndication Agent
|----------------------------------------------------------- |  | ------ |  | ---------------------------------------------------------------
|Address:                                                    |  | By:    |  | (signed) François Laliberté                                    
|                                                            |  | Name:  |  | François Laliberté                                             
|1501 McGill College Avenue                                  |  | Title: |  | Managing Director Risk                                         
|Suite 1800
Montreal, Quebec
H3A 3M8                         |  |        |  |                                                                
|                                                            |  | By:    |  | (signed) David Baldoni                                         
|Attention: Francois Laliberte                               |  | Name:  |  | David Baldoni                                                  
|                                                            |  | Title: |  | Director                                                       
|Telecopier: (514) 841-6257                                  |  |        |  |                                                                
|with a copy to                                              |  |        |  |                                                                
|1221 Avenue of the Americas
New York, New York
U.S.A. 10020 |  |        |  |                                                                
|Attention: Chris Henstock                                   |  |        |  |                                                                
|Telecopier: (212) 278-5675                                  |  |        |  |                                                                

S-3

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|CO-ARRANGER AND DOCUMENTATION AGENT                   |  |        |  | N M ROTHSCHILD & SONS LIMITED, as Co-Arranger and Documentation Agent
|----------------------------------------------------- |  | ------ |  | ---------------------------------------------------------------------
|Address:                                              |  | By:    |  | (signed) David Street                                                
|                                                      |  | Name:  |  | David Street                                                         
|1700 Lincoln Street                                   |  | Title: |  | Director                                                             
|Suite 3990
Denver, Colorado
U.S.A. 80203              |  |        |  |                                                                      
|                                                      |  | By:    |  | (signed) Christopher Coleman                                         
|Attention: Bill Heissenbuttel                         |  | Name:  |  | Christopher Coleman                                                  
|                                                      |  | Title: |  | Managing Director                                                    
|Telecopier: (303) 607-0998                            |  |        |  |                                                                      
|with a copy to:                                       |  |        |  |                                                                      
|New Court
St. Swithin's Lane
London, England
EC4P 4DU |  |        |  |                                                                      
|Attention: David McCarthy/Barry Leonard               |  |        |  |                                                                      
|Telecopier: +44 20 7280 5451                          |  |        |  |                                                                      

S-4

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|LENDER                                            |  |        |  | THE BANK OF NOVA SCOTIA
|------------------------------------------------- |  | ------ |  | -----------------------
|Address:                                          |  | By:    |  | (signed) Ray Clarke    
|                                                  |  | Name:  |  | Ray Clarke             
|40 King Street West                               |  | Title: |  | Director               
|Scotia Plaza, 62nd Floor
Toronto, Ontario
M5W 2X6 |  |        |  |                        
|                                                  |  | By:    |  | (signed) Ram Kalicharan
|Attention: Ray Clarke                             |  | Name:  |  | Ram Kalicharan         
|                                                  |  | Title: |  | Associate Director     
|Telecopier: (416) 866-2010                        |  |        |  |                        

S-5

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|LENDER                                                      |  |        |  | SOCIÉTÉ GÉNÉRALE (CANADA)  
|----------------------------------------------------------- |  | ------ |  | ---------------------------
|Address:                                                    |  | By:    |  | (signed) François Laliberté
|                                                            |  | Name:  |  | François Laliberté         
|1501 McGill College Avenue                                  |  | Title: |  | Managing Director Risk     
|Suite 1800
Montreal, Quebec
H3A 3M8                         |  |        |  |                            
|                                                            |  | By:    |  | (signed) David Baldoni     
|Attention: Francois Laliberte                               |  | Name:  |  | David Baldoni              
|                                                            |  | Title: |  | Director                   
|Telecopier: (514) 841-6257                                  |  |        |  |                            
|with a copy to                                              |  |        |  |                            
|1221 Avenue of the Americas
New York, New York
U.S.A. 10020 |  |        |  |                            
|Attention: Chris Henstock                                   |  |        |  |                            
|Telecopier: (212) 278-5675                                  |  |        |  |                            

S-6

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|LENDER                                                |  |        |  | N M ROTHSCHILD & SONS LIMITED
|----------------------------------------------------- |  | ------ |  | -----------------------------
|Address:                                              |  | By:    |  | (signed) David Street        
|                                                      |  | Name:  |  | David Street                 
|1700 Lincoln Street                                   |  | Title: |  | Director                     
|Suite 3990
Denver, Colorado
U.S.A. 80203              |  |        |  |                              
|                                                      |  | By:    |  | (signed) Christopher Coleman 
|Attention: Bill Heissenbuttel                         |  | Name:  |  | Christopher Coleman          
|                                                      |  | Title: |  | Managing Director            
|Telecopier: (303) 607-0998                            |  |        |  |                              
|with a copy to:                                       |  |        |  |                              
|New Court
St. Swithin's Lane
London, England
EC4P 4DU |  |        |  |                              
|Attention: David McCarthy/Barry Leonard               |  |        |  |                              
|Telecopier: +44 20 7280 5451                          |  |        |  |                              

S-7

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|LENDER                             |  |        |  | NATIONAL BANK OF CANADA   
|---------------------------------- |  | ------ |  | --------------------------
|Address:                           |  | By:    |  | (signed) Réjean Guévremont
|                                   |  | Name:  |  | Réjean Guévremont         
|1155 Metcalfe Street               |  | Title: |  | Managing Director         
|5th Floor
Montreal, Quebec
H3B 4S9 |  |        |  |                           
|                                   |  | By:    |  | (signed) Pierre Pichette  
|Attention: Pierre Pichette         |  | Name:  |  | Pierre Pichette           
|                                   |  | Title: |  | Vice-President            
|Telecopier: (514) 390-7840         |  |        |  |                           

S-8

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IN WITNESS WHEREOF each of the undersigned has caused this Agreement to be executed by its respective duly authorized officer(s).

|LENDER                                       |  |        |  | THE TORONTO-DOMINION BANK
|-------------------------------------------- |  | ------ |  | -------------------------
|Address:                                     |  | By:    |  | (signed) Rohan Appadurai 
|                                             |  | Name:  |  | Rohan Appadurai          
|66 Wellington Street West                    |  | Title: |  | Vice President & Director
|TD Tower, 8th Floor
Toronto, Ontario
M5K 1A2 |  |        |  |                          
|                                             |  | By:    |  |                          
|Attention: Rohan Appadurai                   |  | Name:  |  |                          
|                                             |  | Title: |  |                          
|Telecopier: (416) 944-5164                   |  |        |  |                          

S-9

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