Exhibit 4.01  Execution Copy  AGNICO-EAGLE MINES
LIMITED as Borrower  -and-  THE GUARANTORS FROM
TIME TO TIME PARTY TO THIS
AGREEMENT as Guarantors  -and-  THE LENDERS FROM TIME
TO TIME PARTY TO THIS
AGREEMENT  -and-  THE BANK OF NOVA
SCOTIA as Co-Lead Arranger
and Administrative Agent  -and-  SOCIÉTÉ GÉNÉRALE
(CANADA BRANCH) as Co-Lead Arranger
and Syndication Agent  -and-  THE TORONTO-DOMINION
BANK as Documentation
Agent  CREDIT AGREEMENTDATED AS OF JANUARY 10, 2008US$300,000,000 CREDIT
  FACILITIES   BORDEN LADNER GERVAIS
LLP  DAVIES WARD PHILLIPS &
VINEBERG LLP


TABLE OF CONTENTS  1.
  
  INTERPRETATION
  11.1
  
  Definitions
  11.2
  
  Interpretation
  311.3
  
  Currency
  321.4
  
  Generally Accepted Accounting Principles
  321.5
  
  Division and Titles
  322.
  
  THE CREDIT
  322.1
  
  Amounts of Credit Facility
  322.2
  
  Availment Options under Credit Facility
  332.3
  
  Letters of Credit under Existing Credit Agreement
  332.4
  
  Revolving Credit Facility
  342.5
  
  Purpose/Use of the Credit Facility
  342.6
  
  Term and Repayment
  342.7
  
  Voluntary Prepayments and Voluntary Cancellations
  362.8
  
  Interest Rates
  362.9
  
  Annual Agency Fees
  382.10
  
  Exchange Rate Fluctuations
  383.
  
  ADVANCES,
  CONVERSIONS AND OPERATION OF ACCOUNTS
  393.1
  
  Notice of Borrowing - Direct Advances
  393.2
  
  LIBOR Advances and Conversions
  393.3
  
  Letters of Credit
  403.4
  
  Swing Line Advances
  453.5
  
  Evidence of Indebtedness
  483.6
  
  Apportionment of Advances
  493.7
  
  Notices Irrevocable
  493.8
  
  Limits on BA Advances, Letters of Credit and Libor Advances
  494.
  
  CALCULATION OF
  INTEREST AND FEES
  494.1
  
  Calculation of Interest on Prime Rate Advances and US Base Rate
  Advances
  494.2
  
  Payment of Interest on Prime Rate Advances and US Base Rate Advances
  494.3
  
  Calculation of Interest on Libor Basis
  494.4
  
  Payment of Interest on Libor Basis
  504.5
  
  Fixing of LIBOR
  504.6
  
  Interest on Miscellaneous Amounts
  504.7
  
  Default Interest
  504.8
  
  Maximum Interest Rate
  514.9
  
  Interest Act
  515.
  
  BANKERS
  ACCEPTANCES
  515.1
  
  Advances by Bankers Acceptances and Conversions into Bankers
  Acceptances
  515.2
  
  Acceptance Procedure
  525.3
  
  Purchase of Bankers Acceptances and Discount Notes
  535.4
  
  Maturity Date of Bankers Acceptances
  545.5
  
  Deemed Conversions on the Maturity Date of Bankers Acceptances
  545.6
  
  Conversion and Extension Mechanism
  545.7
  
  No Prepayment of Bankers Acceptances
  55  i


5.8
  
  Apportionment Amongst the Lenders
  555.9
  
  Days of Grace
  555.10
  
  Obligations Absolute
  565.11
  
  Depository Bills and Notes Act
  566.
  
  ILLEGALITY,
  INCREASED COSTS, INDEMNIFICATION AND MARKET DISRUPTIONS
  566.1
  
  Illegality
  566.2
  
  Increased Costs
  576.3
  
  Taxes
  596.4
  
  Breakage Costs, Failure to Borrow or Repay After Notice
  616.5
  
  Mitigation Obligations: Replacement of Lenders.
  616.6
  
  Market for Bankers Acceptances and Libor Advances
  627.
  
  PROVISIONS RELATING
  TO PAYMENTS
  637.1
  
  Payment of Losses Resulting From a Prepayment
  637.2
  
  Imputation of Prepayments
  637.3
  
  Currency of Payments
  637.4
  
  Payments by the Borrower to the Agent
  647.5
  
  Payment on a Business Day
  647.6
  
  Payments by the Lenders to the Agent
  647.7
  
  Netting
  647.8
  
  Application of Payments
  647.9
  
  No Set-Off or Counterclaim by Borrower
  647.10
  
  Debit Authorization
  658.
  
  GUARANTEES
  658.1
  
  Guarantees
  658.2
  
  Additional Guarantors
  658.3
  
  Obligations Supported by the Guarantees
  668.4
  
  Other Supported Obligations
  668.5
  
  Limitation
  669.
  
  CONDITIONS
  PRECEDENT
  679.1
  
  Initial Advance under the Credit Facility
  679.2
  
  Conditions Precedent to each Advance
  689.3
  
  Waiver of Conditions Precedent
  6910.
  
  REPRESENTATIONS AND
  WARRANTIES
  6910.1
  
  Existence, Power and Authority
  6910.2
  
  Loan Documents
  6910.3
  
  Conduct of Business
  7010.4
  
  Litigation
  7110.5
  
  Financial Statements and Information
  7110.6
  
  Subsidiaries, etc
  7110.7
  
  Title to Property
  7210.8
  
  Taxes
  7210.9
  
  Insurance
  7210.10
  
  No Material Adverse Effect
  7210.11
  
  Pension Matters
  7210.12
  
  Ranking and Priority
  73  ii


10.13
  
  Absence of Default
  7310.14
  
  Environment
  7310.15
  
  Mines
  7410.16
  
  Complete and Accurate Information
  7410.17
  
  Survival of Representations and Warranties
  7411.
  
  FINANCIAL COVENANTS
  7511.1
  
  Total Net Debt to EBITDA Ratio
  7511.2
  
  Current Ratio
  7511.3
  
  Tangible Net Worth
  7512.
  
  AFFIRMATIVE
  COVENANTS
  7512.1
  
  Existence and Good Standing
  7612.2
  
  Permits
  7612.3
  
  Books and Records
  7612.4
  
  Property
  7612.5
  
  Material Contracts
  7612.6
  
  Financial Information
  7612.7
  
  Compliance with Applicable Law
  7712.8
  
  Insurance
  7712.9
  
  Payment of Taxes
  7712.10
  
  Access and Inspection
  7712.11
  
  Maintenance of Accounts
  7812.12
  
  Performance of Obligations
  7812.13
  
  Litigation
  7812.14
  
  Payment of Fees and Other
  Expenses
  7812.15
  
  Post-Closing Loan Documents,
  etc.
  7913.
  
  REPORTING AND
  NOTICE REQUIREMENTS
  8013.1
  
  Financial and Other Reporting
  8013.2
  
  Requirements for Notice
  8114.
  
  NEGATIVE COVENANTS
  8214.1
  
  Debt
  8214.2
  
  Liens
  8314.3
  
  Investments
  8314.4
  
  Distributions
  8314.5
  
  Asset Dispositions
  8314.6
  
  Derivative Instruments
  8314.7
  
  Line of Business
  8414.8
  
  Affiliate Transactions
  8414.9
  
  Subordinated Debt
  8414.10
  
  Liquidation and Amalgamation
  8415.
  
  EVENTS OF DEFAULT
  AND ENFORCEMENT
  8515.1
  
  Events of Default
  8515.2
  
  Remedies
  8815.3
  
  Notice
  8915.4
  
  Escrowed Funds for Letters of Credit and Bankers Acceptances
  8915.5
  
  Costs
  9015.6
  
  Relations with the Obligors
  90  iii


15.7
  
  Application of Proceeds
  9016.
  
  THE AGENT AND THE
  LENDERS
  9116.1
  
  Authorization of Agent
  9116.2
  
  Agents Responsibility
  9116.3
  
  Rights of Agent as Lender
  9316.4
  
  Indemnity by Lenders
  9316.5
  
  Notice by Agent to Lenders
  9416.6
  
  Protection of Agent - Advances and Payments
  9416.7
  
  Notice by Lenders to Agent
  9416.8
  
  Sharing Among the Lenders
  9516.9
  
  Procedure With Respect to Advances
  9616.10
  
  Accounts Kept by Each Lender
  9616.11
  
  Binding Determinations
  9716.12
  
  Amendment of Article 16
  9716.13
  
  Decisions, Amendments and Waivers of the Lenders
  9716.14
  
  Authorized Waivers, Variations and Omissions
  9716.15
  
  Provisions for the Benefit of Lenders Only
  9816.16
  
  Assignment by Agent to an Affiliate
  9816.17
  
  Collective Action of the Lenders
  9816.18
  
  Resignation of Agent
  9817.
  
  CURRENCY
  CONVERSION, ETC.
  9917.1
  
  Rules of Conversion
  9917.2
  
  Determination of Equivalent Amount in another Currencies
  10018.
  
  ASSIGNMENT
  10018.1
  
  Assignment by the Borrower
  10018.2
  
  Assignments and Transfers by the Lenders
  10018.3
  
  Register
  10218.4
  
  Electronic Execution of Assignments
  10318.5
  
  Participations
  10318.6
  
  Limitations Upon Participant Rights
  10318.7
  
  Promissory Notes
  10319.
  
  MISCELLANEOUS
  10419.1
  
  Notices
  10419.2
  
  Amendment and Waiver
  10519.3
  
  Independent Engineer and Other Consultants
  10519.4
  
  Entire Agreement
  10519.5
  
  Indemnification and Set-Off
  10619.6
  
  Benefit of Agreement
  10619.7
  
  Counterparts
  10619.8
  
  This Agreement to Govern
  10619.9
  
  Applicable Law
  10619.10
  
  Severability
  10719.11
  
  Further Assurances
  10719.12
  
  Good Faith and Fair Consideration
  10719.13
  
  Responsibility of the Lenders
  10719.14
  
  Indemnity
  107  iv


19.15
  
  Confidentiality
  10819.16
  
  Reinstatement
  10919.17
  
  Submission to Jurisdiction
  11019.18
  
  Waiver of Venue
  11019.19
  
  Waiver of Jury Trial
  11019.20
  
  Language
  11019.21
  
  Third Party Beneficiaries
  11119.22
  
  Formal Date
  111  EXHIBIT A -
COMMITMENTS EXHIBIT B -
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT C -
LOAN MARKET DATA TEMPLATE EXHIBIT D -
NOTICE OF BORROWING AND CERTIFICATE EXHIBIT E -
COMPLIANCE CERTIFICATE EXHIBIT F -
ADDITIONAL GUARANTOR AGREEMENT SCHEDULE A -
MATERIAL SUBSIDIARIES SCHEDULE B -
PERMITTED LIENS SCHEDULE C -
OTHER SUPPORTED OBLIGATIONS SCHEDULE D -
LITIGATION SCHEDULE E -
EQUITY INTERESTS AND ORGANIZATION STRUCTURE  v


Execution Copy  CREDIT AGREEMENT entered into as of the 10th day of January, 2008  BETWEEN:  AGNICO-EAGLE MINES
LIMITED as Borrower  -and-  1715495 ONTARIO INC. 1641315 ONTARIO INC. AGNICO-EAGLE (DELAWARE)
L.L.C. AGNICO-EAGLE
(DELAWARE) II L.L.C. AGNICO-EAGLE
(DELAWARE) III L.L.C. AGNICO-EAGLE SWEDEN
AB AGNICO-EAGLE AB RIDDARHYTTAN
RESOURCES AB AGNICO EAGLE MEXICO
S.A. DE C.V. as Guarantors  -and-  THE LENDERS LISTED ON
EXHIBIT A TO THIS AGREEMENT
FROM TIME TO TIME as Lenders  -and-  THE BANK OF NOVA
SCOTIA, as Administrative Agent  WHEREAS the Borrower wishes to borrow certain amounts from the Lenders and
the Lenders have agreed to lend such amounts to the Borrower, subject to and in
accordance with the provisions hereof;  NOW THEREFORE for valuable consideration and intending to be legally bound by
this Agreement, the parties agree as follows:  1.INTERPRETATION  1.1Definitions  The
following words and expressions, when used in this Agreement, unless the
contrary is stipulated, have the following meaning:  1.1.1Acceptance Date has the meaning defined in
Section 5.1.1;


1.1.2Advance means any advance by the Lenders
under this Agreement including (a) direct advances of funds by way of
Prime Rate Advances, Swing Line Advances, US Base Rate Advances and Libor
Advances, (b) indirect advances by way of BA Advances and the issuance of
Letters of Credit, (c) any deemed Advance hereunder and (d) any
renewal, extension, rollover or conversion of any Advance; and any reference
relating to the amount of Advances outstanding under this Agreement means the
sum (without duplication) of all outstanding Prime Rate Advances, US Base Rate
Advances and Libor Advances, plus the face amount of all outstanding Bankers
Acceptances and Letters of Credit;  1.1.3Affiliate means, with respect to a
specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control
with the Person specified;  1.1.4Agency Fee Letter means the confidential
letter agreement dated January 10, 2008 between the Agent and the
Borrower, providing for the payment of certain agency fees in relation to the
Credit Facility;  1.1.5Agent means The Bank of Nova Scotia, in
its capacity as administrative agent for the Lenders;  1.1.6Agreement, herein, hereby,
hereto hereunder or similar expressions mean this
agreement, the recitals hereto and any schedules hereto, as amended,
supplemented, restated and replaced from time to time in accordance with the
provisions hereof, and not any particular article, section, subsection,
paragraph or clause or other portion hereof;  1.1.7Applicable 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
judgment, order, writ, injunction, decision, ruling, decree or award or (c) any
regulatory policy, practice, guideline or directive; in each case, applicable
to and binding on the Person referred to in the context in which the term is
used or the Property of such Person as a legally enforceable requirement;  1.1.8Applicable Margin means the relevant
percentage set forth in the relevant row of the table in Section 2.8.1;  1.1.9Applicable Percentage means, with respect
to any Lender, the percentage of the total Commitments represented by such
Lenders Commitment; provided however, that if the Commitments have terminated
or expired, the Applicable Percentage shall be the percentage of the total
outstanding Advances, including participations  2


in
respect of Letters of Credit represented by such Lenders outstanding Advances;  1.1.10Approved Fund means any Person (other than
a natural Person) that (a) is or will be engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the Ordinary Course and (b) is administered or managed by a
Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that
administers or manages a Lender;  1.1.11Arms Length has the meaning given to that
term for the purposes of the Income Tax Act
(Canada) on the date hereof;  1.1.12Asset Disposition means, with respect to
any Obligor, the sale, lease, transfer, assignment or other disposition or
alienation of all or any part of the Property now held or subsequently acquired
by it (including Equity Interests), or the entering into of any sale-leaseback
transaction with respect to its Property or any part thereof;  1.1.13Assignee means an Eligible Assignee who
has entered into an Assignment and Assumption Agreement;  1.1.14Assignment means an assignment of all or a
portion of a Lenders rights and obligations under this Agreement in accordance
with Sections 18.2 and 18.3;  1.1.15Assignment and Assumption Agreement means
an agreement substantially in the form of Exhibit B;  1.1.16Associate has the meaning given to that
term in the Business Corporations Act
(Ontario) on the date hereof;  1.1.17Available Proceeds has the meaning defined
in Section 5.2.3.4;  1.1.18BA Advance means an Advance in Canadian
Dollars which the Borrower has elected to borrow by way of Bankers Acceptances;  1.1.19BA Lender means a Lender which is a bank
that accepts bankers acceptances issued in Canada;  1.1.20BA Proceeds means (a) for a Bankers
Acceptance, an amount calculated on the applicable Drawdown Date by
multiplying: (i) the face amount of the Bankers Acceptance by (ii) the
following fraction:  1(1+ (Bankers Acceptance Discount Rate ×
  Designated Period (in days) ÷365))  3


with such
fraction being rounded up or down to the fifth decimal place and .00005 being
rounded up, and (b) with respect to Non BA Lenders, the face amount of
Discount Notes issued to them, less a discount established in the same manner
as provided in clause (a) above (with references to Bankers Acceptances being replaced by
references to Discount Notes);  1.1.21BA Request has the meaning defined in subsection
5.1.1;  1.1.22Bankers Acceptance means a non-interest
bearing draft or bill of exchange in Canadian Dollars drawn by the Borrower and
accepted by a Lender in accordance with the provisions of Article 5 and
includes a Discount Note where the context permits.  In cases where the Lenders elect to use a
clearinghouse as contemplated by the Depository
Bills and Notes Act (Canada), Bankers Acceptance shall mean a
depository bill (as defined in such Act) in Canadian Dollars signed by the
Borrower and accepted by a Lender. 
Drafts or bills of exchange that become depository bills may
nevertheless be referred to herein as drafts;  1.1.23Bankers Acceptance Discount Rate means,
as determined by the Agent (a) in respect of Bankers Acceptances to be
purchased by the Lenders which are Schedule I banks under the Bank Act
(Canada), the average rate for Canadian Dollar bankers acceptances (rounded up
to the nearest 1/100 of 1%) having Designated Periods of one, two, three, or
six months quoted on Reuters Service, page CDOR Canadian Interbank Bid BA
Rates (the CDOR Rate), having
an identical Designated Period to that of the Bankers Acceptances to be issued
on such day and (b) in respect of Bankers Acceptances to be purchased by
the Lenders which are Schedule II banks under the Bank Act (Canada) or Schedule
III banks under the Bank Act (Canada) which are not subject to the restrictions
and requirements referred to in Section 524(2) thereof, and in
respect of Discount Notes, the average of the rates for Canadian Dollar bankers
acceptances quoted by the Schedule II Reference Lenders (rounded up to the
nearest 1/100 of 1%), provided that such average rate may not exceed the rate
determined under clause (a) by more than 0.10% per annum (in each of cases
(a) and (b), the Discount Rates).  In all cases, the Discount Rates shall be
quoted at approximately 10:00 a.m. on the Drawdown Date calculated on the
basis of a year of 365 days.  In the absence
of any such determination, the Bankers Acceptance Discount Rate which would
have been determined in accordance with clause (a) or clause (b) above,
respectively, shall be equal to the average of the discount rates for bankers
acceptances (rounded up to the nearest 1/100 of 1%) of:  4


(i)    in the case of clause (a), the Schedule I
Reference Lenders; and  (ii)   in the case of clause (b), the Schedule II
Reference Lenders,  calculated on
the basis of a year of 365 days, established in accordance with their normal
practices at 10:00 a.m. on the Drawdown Date, for bankers acceptances
accepted by the Schedule I Reference Lenders or the Schedule II Reference
Lenders, as the case may be, in amounts equal to the amount of the BA Advances
to be made that day by the Schedule I Reference Lenders or the Schedule II
Reference Lenders, as the case may be, having an identical Designated Period to
that of the proposed Bankers Acceptances to be issued on such day, provided
that the Bankers Acceptance Discount Rate replacing the rate which would
have been determined under clause (b) above shall not exceed the Bankers
Acceptance Discount Rate which would have been determined in accordance with
clause (a) above by more than 0.10% per annum;  1.1.24Banking Day means any Business Day except
any Business Day in New York, New York which is a holiday or a day upon which
banks are authorized or required by Applicable Law or by local proclamation to
be closed in New York, New York, provided that, for LIBOR Advances, such
Business Day is also a day on which prime banks accept deposits in London,
England in the London interbank market;  1.1.25Borrowermeans Agnico-Eagle Mines Limited, an Ontario corporation;  1.1.26Branch means the Global Wholesale Services
 Loan Operations department of The Bank of Nova Scotia at 720 King Street
West, Third Floor, Toronto, Ontario, M5V 2T3 or such other branch as is
designated from time to time by the Agent;  1.1.27Business Day means any day, except
Saturdays, Sundays and any other day which in Toronto, Ontario or Montreal,
Quebec is a holiday or a day upon which banks are authorized or required by
Applicable Law or by local proclamation to be closed in Toronto, Ontario or
Montreal, Quebec;  1.1.28Canadian Dollars or C$ means the lawful currency of Canada;  1.1.29Capital Lease means any lease which is
required to be capitalized on a balance sheet of the lessee in accordance with
GAAP;  1.1.30Capital Lease Obligations means, as to any
Person, an obligation of such Person to pay rent or other amounts under a
Capital Lease and  5


the
amount of such obligation shall be the capitalized amount thereof, determined
in accordance with GAAP;  1.1.31Capital Reorganization
means any change in the issued and outstanding Equity Interests of a Person
involving the reclassification of such Equity Interests or the conversion of
such Equity Interests into, or exchange of such Equity Interests for, cash,
securities or other property;  1.1.32Cash Equivalents
means, as of the date of any determination thereof, instruments of the
following types:  1.1.32.1
  
  obligations
  of, or unconditionally guaranteed by, the governments of Canada or the USA,
  or any agency of either of them backed by the full faith and credit of the
  governments of Canada or the USA, respectively, maturing not more than one
  year from the date of acquisition;1.1.32.2
  
  marketable
  direct obligations of the governments of one of the provinces of Canada, one
  of the states of the USA, or any agency thereof, or of any county,
  department, municipality or other political subdivision of Canada or the USA,
  the payment or guarantee of which constitutes a full faith and credit
  obligation of such province, state, municipality or other political
  subdivision, which matures not more than one year from the date of
  acquisition and which, at the time of acquisition, is accorded a short-term
  credit rating of at least A-1 by S&P, at least P-1 by Moodys or at least
  R-1(middle) by DBRS;1.1.32.3
  
  commercial
  paper, bonds, notes, debentures and bankers acceptances issued by a Person
  residing in Canada or the USA and not referred to in subsections 1.1.32.1,
  1.1.32.2 or 1.1.32.4, and maturing not more than one year from the date of
  issuance which, at the time of acquisition, is accorded a short-term credit
  rating of at least A-1 by S&P, at least P-1 by Moodys or at least
  R-1(middle) by DBRS, and, in respect of Canadian asset-backed commercial
  paper that is based on a DBRS rating, provided further that such asset-backed
  commercial paper is issued by a Person appearring on the list of Global
  Liquidity Standard for ABCP Issuers published and maintained by DBRS;  6


1.1.32.4(a) certificates
of deposit maturing not more than one year from the date of issuance thereof,
issued by a bank or trust company organized under the laws of the USA, any
state thereof, or Canada or any province thereof or (b) Principal Currency
certificates of deposit maturing not more than one year from the date of
acquisition and issued by a bank in a Principal Jurisdiction; in all cases
having capital, surplus and undivided profits aggregating at least
US$500,000,000 (or the equivalent thereof in Canadian Dollars or in the
currency of such Principal Jurisdiction) and whose short-term credit rating is,
at the time of acquisition, accorded a short-term credit rating of at least A-1
by S&P, at least P-1 by Moodys or at least R-1(middle) by DBRS;  1.1.32.5any
repurchase agreement having a term of 30 days or less entered into with any
Lender or any Person satisfying the criteria set forth in subsection 1.1.32.4
which is secured by a fully perfected security interest in any obligation of
the type described in subsection 1.1.32.1 or 1.1.32.2 and has a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such commercial banking institution thereunder; and  1.1.32.6investments
in any security issued by an investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8) that is a money market
fund in compliance with all applicable requirements of SEC Rule 2a-7 (17
CFR 270.2a-7);  1.1.33CDS has the meaning defined in Section
5.11;  1.1.34CDS & Co. has the meaning defined
inSection 5.11;  1.1.35Change in Law means the occurrence, after
the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any Applicable Law, (b) any change in any Applicable Law
or in the administration, interpretation or application thereof by any
Governmental Authority, including any such change resulting from any quashing
by a Governmental Authority of an interpretation of any Applicable Law or (c) the
making or issuance of any Applicable Law by any Governmental Authority;  1.1.36Change of Control means:  7


(a)the
acquisition, directly or indirectly, by any means whatsoever, by any Person, or
group of Persons acting jointly or in concert, (collectively, an offeror) of beneficial ownership of, or
the power to exercise control or direction over, or securities convertible or
exchangeable into, any securities of the Borrower carrying in aggregate
(assuming the exercise of all such conversion or exchange rights in favour of
the offeror) more than 50% of the aggregate votes represented by the voting
stock then issued and outstanding or otherwise entitling the offeror to elect a
majority of the board of directors of the Borrower; or  (b)the
replacement by way of election or appointment at any time of one-half or more
of the total number of the then incumbent members of the board of directors of
the Borrower, or the election or appointment of new directors comprising
one-half or more of the total number of members of the board of directors in
office immediately following such election or appointment; unless, in any such
case, the nomination of such directors for election or their appointment is approved
by the board of directors of the Borrower in office immediately preceding such
nomination or appointment in circumstances where such nomination or appointment
is made other than as a result of a dissident public proxy solicitation,
whether actual or threatened;  1.1.37Claim has the meaning defined in Section19.14;  1.1.38Closing Date means the date on which the
initial Advance is made;  1.1.39Co-Lead Arrangers means each of The Bank
of Nova Scotia and Société Générale (Canada Branch), in such capacity;  1.1.40Commitment means the portion of the Credit
Facility which a Lender has agreed to Advance to the Borrower as set out in Exhibit A
and, where the context requires, the maximum amount of Advances which such
Lender has covenanted to make, which Exhibit shall be amended and
distributed to all parties by the Agent from time to time as Applicable
Percentages change in accordance with this Agreement;  1.1.41Compliance Certificate means a certificate
in the form of Exhibit E executed by the chief financial officer or
another senior officer of the Borrower;  8


1.1.42Consolidated Hedging Exposure means the
aggregate of all amounts that would be payable to all Persons by the Borrower
and its Subsidiaries or to the Borrower and its Subsidiaries, on the date of
determination, taking into account all legally enforceable netting
arrangements, pursuant to each ISDA Master Agreement between the Borrower and
each such Person and each Subsidiary and each such Person, as if all Derivative
Instruments under such ISDA Master Agreements were being terminated on that
day;  1.1.43Constating Documents means, with respect
to any Person, its articles or certificate of incorporation, amendment,
amalgamation, continuance or association, memorandum of association,
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 the Persons Equity Interests which bind
such Person, and by-laws, all as amended, supplemented, restated or replaced
from time to time;  1.1.44Contingent Obligation of any Person means
all contingent liabilities required to be included or noted in the financial
statements of such Person in accordance with GAAP;  1.1.45Contract means any agreement, contract,
indenture, lease, deed of trust, licence, option, undertaking, promise or any
other commitment or obligation, whether oral or written, express or implied,
other than a Permit;  1.1.46Control means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
Contract or otherwise and Controlling
and Controlled have
corresponding meanings;  1.1.47Core Business means the development,
construction and operation of mining properties and any operation relating to
mining, including the manufacturing, processing or refining of products
produced from mining operations and properties, and the sale of products
produced from or in connection with mining operations and properties, and the
financing related thereto;  1.1.48Credit Facility has the meaning defined in
Section2.1.  1.1.49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 as the same would be  9


shown on a
balance sheet of the Borrower prepared on a consolidated basis in accordance
with GAAP consistently applied;  1.1.50DBRS means DBRS Limited;  1.1.51Debt means, with respect to a Person,
without duplication, the aggregate of the following amounts, each calculated in
accordance with GAAP, unless the context otherwise requires:  1.1.51.1all
obligations that would be considered to be indebtedness for borrowed money
(including, without limitation, by way of overdraft and drafts or orders
accepted representing extensions of credit), and all obligations (whether or
not with respect to the borrowing of money) that are evidenced by bonds,
debentures, notes or other similar instruments;  1.1.51.2reimbursement
obligations under bankers acceptances and contingent obligations of such
Person in respect of any letter of credit, letters of guarantee, bank
guarantee, surety bond, performance bond and similar instruments;  1.1.51.3all
liabilities upon which interest charges are paid or are customarily paid by
that Person;  1.1.51.4any
Equity Interests of that Person (or of any Subsidiary of that Person) which
Equity Interests, by their terms (or by the terms of any security into which it
is convertible or for which it is exchangeable at the option of the holder), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the option of
the holder thereof, in whole or in part, prior to the Maturity Date, for cash
or securities constituting Debt (read without reference to this subsection 1.1.51.4)
unless the issuer of such Equity Interests has by the terms of such Equity
Interests the option of repaying such amounts or retiring or exchanging such
Equity Interests with Equity Interests not convertible or exchangeable or
redeemable for Debt (read without reference to this subsection 1.1.51.4);  1.1.51.5all
Capital Lease Obligations, obligations under Synthetic Leases, obligations
under sale and leaseback transactions (unless the lease component of the sale  10


and leaseback
transaction is an operating lease) and indebtedness under arrangements relating
to purchase money liens and other obligations in respect of the deferred
purchase price of property and services; and  1.1.51.6the
amount of the contingent obligations under any guarantee (other than by
endorsement of negotiable instruments for collection or deposit in the Ordinary
Course) or other agreement assuring payment of any obligation in any manner of
any part or all of an obligation of another Person of the type included in
subsections 1.1.51.1 through 1.1.51.5 above;  other than trade payables
incurred in the Ordinary Course and payable in accordance with customary
practices;  1.1.52deemed interest period has the meaning
defined in Section4.9.1;  1.1.53Default means an event or circumstance,
the occurrence or non-occurrence of which would, with the giving of a notice,
lapse of time or combination thereof or other condition subsequent, constitute
an Event of Default;  1.1.54depository bills has the meaning defined
in Section5.11;  1.1.55Derivative Instrument means an agreement
entered into from time to time by a Person in order to control, fix or regulate
currency exchange, commodity price or interest rate fluctuations, including a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions and
any combination of these transactions);  1.1.56Derivative Obligations means the Obligor
Hedging Exposure owed to one or more Lenders or Affiliates of a Lender under
Derivative Instruments;  1.1.57Designated Period means, with respect to a
Libor Advance or a BA Advance, a period designated by the Borrower in
accordance with, as applicable, Sections3.2, 5.1and5.4;  1.1.58Discount Note means a non-interest bearing
promissory note denominated in Canadian Dollars issued by the Borrower to a Non-BA
Lender, such note to be in the form customarily used by such Non-BA Lender;  11


1.1.59Distribution means:  1.1.59.1the
retirement, redemption, retraction, purchase, or other acquisition of any Equity
Interests of an Obligor or Related Party Debt of an Obligor;  1.1.59.2the
declaration or payment of any dividend, return of capital or other distribution
(in cash, securities or other Property or otherwise) of, on or in respect of,
any Equity Interests of an Obligor;  1.1.59.3any
payment or repayment of or on account of Related Party Debt of an Obligor,
including in respect of principal, interest, bonus, premium or otherwise;  1.1.59.4any
payment of management or similar fees to any Related Party which is not an
Obligor; and  1.1.59.5any
other payment or distribution (in cash, securities or other Property, or
otherwise) of, on or in respect of any Equity Interests of an Obligor or
Related Party Debt of an Obligor;  1.1.60Draft means any draft, bill of exchange,
receipt, acceptance, demand or other request for payment drawn or issued under
or in respect of a Letter of Credit;  1.1.61Drawdown Date means the date, which shall
be a Business Day, of any Advance and includes, for avoidance of doubt, the
date of any rollover, conversion, renewal or extension of any existing Advance;  1.1.62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:  1.1.62.1onsite
and offsite cash operating costs for such period;  1.1.62.2cash
general and administrative expenses for such period;  1.1.62.3cash
capital taxes for such period; and  1.1.62.4cash
reclamation expenditures for such period;  each component of which is
to be calculated in accordance with GAAP consistently applied;  12


1.1.63Eligible Assignee means (a) a Lender,
(b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any
other Person (other than a natural person) in respect of each of which the
consent of any party whose consent is required under subsection18.2.2has been
obtained; provided that notwithstanding the foregoing, Eligible Assignee shall not include any
Obligor or any Affiliate of an Obligor;  1.1.64Environmental Claims means any claims
(including, without limitation, third party claims, whether for personal injury
or real 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 Loan 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 Environmental Laws, or
any failure or breach in respect thereof, that is or allegedly is applicable to
any Obligor, its respective Properties, operations or actions to the extent the
same arose out of the relationships and arrangements created and contemplated
hereby;  1.1.65Environmental Laws means all Applicable
Laws, now or hereafter in effect, to the extent relating to pollution or
protection of the environment or property and public health and relating to (a) emissions,
discharges, releases or threatened releases of any Hazardous Substance into the
environment (including ambient air, surface water, ground water, land surface
or subsurface strata), (b) the manufacture, processing, distribution, use,
generation, treatment, storage, disposal, transport, removal or handling of any
Hazardous Substance, (c) underground storage tanks and related piping, and
emissions, discharges and releases or threatened releases of Hazardous
Substances and (d) the modification, maintenance, use or removal of any
land, wetland or waterway (including anything beneath the surface thereof);  1.1.66Equity Interests means, with respect to
any Person, all shares, interests, units, trust units, partnership, membership
or other interests, participations or other equivalent rights in the Persons
equity or capital, however designated, whether voting or non voting, whether
now outstanding or issued after the Closing Date, together with warrants,
options or other rights to acquire any such equity interests of such Person and
securities convertible into or exchangeable for any such equity interests of
such Person;  13


1.1.67Euro or 
means the single currency, denominated in Euro units, of certain member states
of the European Union that adopt such single currency as its currency in
accordance with legislation of the European Union relating to European Economic
and Monetary Union;  1.1.68Event of Default means an event or
circumstance described in Section15.1;  1.1.69Excluded Taxes means, with respect to the
Agent, any Lender, the Issuing Lender or any other recipient of any payment to
be made by or on account of any obligation under the Loan Documents, (a) taxes
imposed on or measured by its overall net income or capital, and franchise
taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located, or in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes or any similar tax imposed by the jurisdiction in which the
applicable lending office of the Lender is located and (c) in the case of
any payment made by the Borrower to a Foreign Lender (other than (i) an
Assignee pursuant to a request by the Borrower under subsection6.5.2, (ii) an
Assignee pursuant to an Assignment made when an Event of Default has occurred
which is continuing or (iii) any other Assignee to the extent that the
Borrower has expressly agreed that any withholding tax shall be an Indemnified
Tax), any withholding tax that is imposed during the time such Foreign Lender
is a party hereto (or designates a new lending office) on amounts payable from
time to time by the Borrower to such Foreign Lender, except to the extent that
such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts with respect to such withholding tax pursuant to Section6.3.  For greater certainty, for purposes of item (c) above,
a withholding tax includes any Tax that a Foreign Lender is required to pay
pursuant to Part XIII of the Income Tax
Act (Canada) or any successor provision thereto;  1.1.70Existing Credit Agreement means the third
amended and restated credit agreement dated as of October 17, 2006 between
the Borrower, as borrower, The Bank of Nova Scotia, as co-arranger,
administrative agent and technical agent, Société Générale (Canada), as
co-arranger and syndication agent, N M Rothschild & Sons Limited, as
co-arranger and co-documentation agent, The Toronto-Dominion Bank, as
co-documentation agent, and each bank and financial institution party thereto,
as lenders, as amended by consent and amendment no. 1 to third amended and
restated credit agreement dated as of November 1, 2006;  14


1.1.71Federal Funds Effective Rate means, for
any period, a fluctuating interest rate per annum equal, for each day during
such period, to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by USA federal
funds brokers as published for such day (or, if such day is not a Business Day,
for the immediately preceding Banking Day) by the Federal Reserve Bank of New
York or, for any day on which such rate is not so published for such day by the
Federal Reserve Bank of New York, the average of the quotations for such day
for such transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by the Agent. 
If for any reason the Agent shall have determined, acting reasonably,
that it is unable to ascertain the Federal Funds Effective Rate for any reason,
including without limitation, the inability or failure of the Agent to obtain
sufficient bids or publications in accordance with the terms hereof, The Bank
of Nova Scotias announced US Base Rate will apply;  1.1.72Fee Letter means the confidential letter
agreement dated January 10, 2008 between the Borrower and Co-Lead
Arrangers, providing for the payment of certain fees in relation to the Credit
Facility;  1.1.73First Currency has the meaning defined in Section17.1;  1.1.74Foreign Lender means any Lender that is
not organized under the laws of Canada, or a province or territory thereof, and
that is not otherwise considered or deemed to be resident in Canada for income
tax or withholding tax purposes;  1.1.75Former Swing Line Lender has the meaning
defined in Section3.4.6;  1.1.76Fronting Fee means the fee payable to the
Issuing Lender upon the issuance or renewal of a Letter of Credit by the
Issuing Lender calculated in accordance with subsection3.3.2.2;  1.1.77FX Rate has the meaning defined in Section17.1;  1.1.78GAAP means the generally accepted
accounting principles in effect from time to time in the USA;  1.1.79Goldex Mine means the Borrowers Goldex
mining operations and property located in or around the City of Val-dOr,
Quebec, as presently constituted and as the same may be developed or expanded
from time to time, and any replacements, substitutions and modifications
thereof permitted hereunder, together with all easements, rights of way,
rights, titles or interests of every kind and description which the Borrower
has rights to, or otherwise owns or  15


controls,
relating to or acquired in connection with such operations, properties and
claims;  1.1.80Governmental Authority means the government of Canada or
any other nation, or of any political subdivision thereof, whether provincial,
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government, including any supra-national bodies such as the
European Union or the European Central Bank and including a Minister of the
Crown, Superintendent of Financial Institutions or other comparable authority
or agency;  1.1.81Guarantees means the guarantees delivered or required to be
delivered under Article 8;  1.1.82Guarantor Obligations means the obligations of the
Guarantors under the Loan Documents;  1.1.83Guarantors means the Material Subsidiaries that are
required to deliver a guarantee under Article 8 from time to time;  1.1.84Hazardous Substances shall mean any (a) substance,
waste, liquid, gaseous or solid matter, fuel, micro-organism, sound, vibration,
ray, heat, odour, radiation, energy vector, plasma and organic or inorganic
matter which is, alone or in any combination, hazardous, hazardous waste,
hazardous material, toxic, a pollutant, a deleterious substance, a contaminant
or a source of pollution or contamination and (b) any other chemical, material
or substance, the exposure to which is prohibited, limited or regulated by any
Governmental Authority;  1.1.85Indemnified Party has the meaning defined in
Section 19.14;  1.1.86Indemnified Taxes means Taxes other than Excluded Taxes;  1.1.87Information has the meaning defined in
Section 19.15.2;  1.1.88Insolvency Proceeding has the meaning defined in
Section 15.1.11;  1.1.89Intellectual Property means patents, trademarks, service
marks, trade names, copyrights, trade secrets, industrial designs and other
similar rights;  1.1.90Intercreditor Agreement means an intercreditor agreement
between the Agent and any holder of Subordinated Debt, in form and substance
acceptable to the Lenders, acting reasonably;  16


1.1.91
  Interest Payment Date means the last
  Business Day of each month or, in relation to any Libor Advance, a day on
  which interest is required to be paid in accordance with Section 4.4;1.1.92
  Investments means (a) any
  investment in or purchase of or other acquisition of any Equity Interests of
  any Person, (b) any purchase or other acquisition of a business or
  undertaking or division of any Person, including Property comprising the
  business, undertaking or division of any Person or (c) any loan or
  advance to, or guarantee of, or the provision of any other financial
  assistance of any kind to, or otherwise becoming liable for, any debts,
  liabilities or obligations of, any Person;1.1.93
  ISDA Master Agreement means the 1992
  ISDA Master Agreement (Multi-Currency - Cross Border) or the 2002 ISDA Master
  Agreement, each as published by the International Swaps and Derivatives
  Association, Inc. and, where the context permits or requires, includes
  all schedules, supplements, annexes and confirmations attached thereto or
  incorporated therein, as such agreement may be amended, supplemented or
  replaced from time to time;1.1.94
  Issuing Lender means The Bank of Nova
  Scotia, or any successor issuer of Letters of Credit appointed by the
  Borrower in accordance with Section 3.3.6.5;1.1.95
  Kittila Mine means Agnico-Eagle ABs
  Kittila mining operations and property located in or around Kittila, Finland,
  as presently constituted and as the same may be developed or expanded from
  time to time, and any replacements, substitutions and modifications thereof
  permitted hereunder, together with all easements, rights of way, rights,
  titles or interests of every kind and description which Agnico-Eagle AB has
  rights to, or otherwise owns or controls, relating to or acquired in
  connection with such operations, properties and claims;1.1.96
  Lapa Mine means the Borrowers Lapa
  mining operations and property located approximately 11 kilometres east of
  the LaRonde Mine, as presently constituted and as the same may be developed
  or expanded from time to time, and any replacements, substitutions and
  modifications thereof permitted hereunder, together with all easements,
  rights of way, rights, titles or interests of every kind and description
  which the Borrower has rights to, or otherwise owns or controls, relating to
  or acquired in connection with such operations, properties and claims;1.1.97
  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  17


from time to
  time, and any replacements, substitutions and modifications thereof permitted
  hereunder, together with all easements, rights of way, rights, titles or
  interests of every kind and description which the Borrower has rights to, or
  otherwise owns or controls, relating to or acquired in connection with such
  operations, properties and claims;1.1.98
  LC Indemnitees has the meaning defined
  in Section 3.3.6.1;1.1.99
  Lender Swing Line Repayment has the
  meaning defined in Section 3.4.6;1.1.100
  Lenders means the Lenders listed on
  Exhibit A, together with each Eligible Assignee who enters into an
  Assignment and Assumption Agreement, and includes the Issuing Lender and the
  Swing Line Lender and Lender
  means any one of them;1.1.101
  Letter of Credit means any documentary
  letter of credit, stand-by letter of credit and letter of guarantee issued by
  the Issuing Lender in accordance with the provisions hereof;1.1.102
  Letter of Credit Fee means the fee
  payable to the Issuing Lender upon issuance or renewal of each Letter of
  Credit issued by the Issuing Lender hereunder calculated in accordance with
  Section 2.8 and Section 3.3.2;1.1.103
  LIBOR means, with respect to any
  Designated Period of one, two, three or six months relating to a Libor
  Advance, the average rate for deposits in US$ for a period comparable to the
  Designated Period which is quoted on Libor01 Page of Reuters, or, in
  case of the unavailability of such page, which is quoted on the British
  Bankers Association Libor Rates Telerate (page 3750 or other applicable
  page), in either case at or about 11:00 a.m. (London time), determined
  two Banking Days prior to the applicable Drawdown Date in accordance with
  Section 4.5; if neither of such quotes is available, then LIBOR shall be
  determined by the Agent as the average of the rates at which deposits in US$ for a period similar to the Designated Period and in amounts comparable to
  the amount of such Libor Advance are offered by the Schedule 1 Reference
  Lenders to prime banks in the London inter-bank market at or about
  11:00 a.m. (London time) on the date of such determination;1.1.104
  Libor Advance means, at any time, an
  Advance in US Dollars with respect to which the Borrower has elected to pay
  interest on the Libor Basis;  18


1.1.105
  Libor Basis means the basis of
  calculation of interest on each Advance made at LIBOR, in accordance with the
  provisions of Sections 2.8, 4.3 and 4.4;1.1.106
  Lien means:  1.1.106.1
  with respect to
  any Property, any mortgage, deed of trust, lien, pledge, hypothec, hypothecation,
  encumbrance, charge, assignment, consignment, security interest, royalty
  interest, adverse claim, on or otherwise affecting the Property;1.1.106.2
  the interest of
  a vendor or lessor under any conditional sale agreement, Capital Lease or title
  retention agreement relating to any Property;1.1.106.3
  any purchase
  option, call or similar right of a third party in respect of any Property
  having the effect of security for the payment or performance of any debt,
  liability or obligation;1.1.106.4
  any netting
  arrangement or set-off arrangement (other than netting or set-off arising by
  operation of law in the Ordinary Course), defeasance arrangement or other
  similar arrangement having the effect of security for the payment or
  performance of any debt, liability or obligation; and1.1.106.5
  any other
  Contract, trust or arrangement that secures payment or performance of any
  debt, liability or obligation;and Liens shall have corresponding meaning;  1.1.107
  Loan Documents means this Agreement, the
  Guarantees and all other agreements, documents and instruments to which an
  Obligor is a party delivered under or in relation to the Credit Facility from
  time to time;1.1.108
  Loan Obligations means all obligations
  of the Borrower to the Agent and Lenders under or in connection with this
  Agreement, including but not limited to the aggregate of Advances outstanding
  under this Agreement, together with interest thereon and all other debts and
  liabilities, present or future, direct or indirect, absolute or contingent,
  matured or not, at any time owing by the Borrower to the Agent and Lenders in
  any currency or remaining unpaid by the Borrower to the Agent and Lenders in
  any currency, in each case, under or in connection with this Agreement,
  whether arising from  19


dealings
  between the Agent and Lenders and the Borrower or from any other dealings or
  proceedings by which the Agent and Lenders may be or become in any manner
  whatsoever creditors of the Borrower under or in connection with this
  Agreement, and wherever incurred, and whether incurred by the Borrower alone
  or with another or others and whether as principal or surety, and all
  interest, fees, commissions, legal and other costs, charges and expenses
  incurred under or in connection with this Agreement; provided, however, that
  Loan Obligations shall not
  include Other Supported Obligations.
  In this definition, the Agent and Lenders
  shall be interpreted as the Agent and Lenders, or any of them;1.1.109
  Majority Lenders means Lenders that
  represent at least 66 2/3% of the Commitments or, if the Commitments have
  expired or terminated, Majority Lenders
  shall mean Lenders to whom are owed at least 66 2/3% of outstanding Advances;1.1.110
  Material Adverse Effect means any
  material adverse change in or material adverse effect on (a) the
  business, affairs, Property, liabilities or financial condition of the
  Obligors taken as a whole, (b) the ability of the Obligors, taken as a
  whole, to observe, perform or comply with their obligations under any of the
  Loan Documents or (c) the rights and remedies of, as applicable, the
  Agent or any of the Lenders under any of the Loan Documents;1.1.111
  Material Assets
  means (a) the Mines and all other present and after-acquired property
  and assets used in connection with or relating to the Mines or any other
  operating mine, development stage mine project 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), whether situate on or off such mine,
  development stage mine project or facility, and all replacements, substitutions
  and additions thereto, (b) the Material Subsidiaries, and
  (c) Related Party Debt;1.1.112
  Material Contracts means any Contract
  (other than any Loan Document) to which an Obligor is or becomes a party at
  any time that, if terminated, would reasonably be expected to have a Material
  Adverse Effect;1.1.113
  Material Permit means each Permit issued
  at any time to an Obligor that, if terminated, would reasonably be expected
  to have a Material Adverse Effect;1.1.114
  Material Subsidiary means a Subsidiary
  of the Borrower the consolidated total assets of which, at any time, have a
  book value of  20


US$40,000,000
  or more or the consolidated total revenues of which, at any time, are US$20,000,000
  or more (on an annual basis), which on the Closing Date are listed on
  Schedule A; provided that, once a Subsidiary of the Borrower has such
  consolidated total assets or consolidated total revenue, it shall not cease
  to be a Material Subsidiary until either the Agent, with the consent of the
  Majority Lenders, or the Majority Lenders, have consented in writing to such
  Subsidiary no longer being a Material Subsidiary;1.1.115
  Maturity Date means January 10,
  2013, or if such date has been extended in accordance with the terms of
  Section2.6,
  such extended date;1.1.116
  Meadowbank Mine means the Borrowers
  Meadowbank mining operations and property located in or around the Kivalliq
  district of Nunavut, as presently constituted and as the same may be
  developed or expanded from time to time, and any replacements, substitutions
  and modifications thereof permitted hereunder, together with all easements,
  rights of way, rights, titles or interests of every kind and description
  which the Borrower has rights to, or otherwise owns or controls, relating to
  or acquired in connection with such operations, properties and claims;1.1.117
  Mines means
  the Goldex Mine, the Kittila Mine, the LaRonde Mine, the Lapa Mine, the
  Meadowbank Mine and the Pinos Altos Mine;1.1.118
  Moodys means Moodys Investors
  Service, Inc.;1.1.119
  Net Cash Proceeds means, with respect to
  any Asset Disposition, the gross amount of proceeds payable in cash or Cash
  Equivalents to the Obligors, or any one or more of them, arising from such
  Asset Disposition, less:  1.1.119.1
  amounts paid to
  discharge Permitted Liens on the Property being disposed of or indebtedness
  (excluding intercompany indebtedness) relating to or incurred in connection
  with such Property;1.1.119.2
  the amount of
  Taxes arising from in connection with or as a result of such Asset
  Disposition which cannot be offset against losses, depreciation or otherwise
  in the same taxation period such that same must actually be paid or payable in
  cash in respect of the then-current fiscal year; and1.1.119.3
  reasonable
  out-of-pocket costs, fees and expenses incurred in connection with such Asset
  Disposition, including commissions, but excluding any such  21


amounts paid to
  Affiliates of any Obligor unless such amounts are in respect of services
  rendered at arms length terms;  1.1.120
  Non-BA Lender means a Lender which does
  not accept bankers acceptances issued in Canada;1.1.121
  Notice of Borrowing means a notice
  substantially in the form of Exhibit D transmitted to the Agent by the
  Borrower in accordance with, as applicable, Sections 3.1, 3.2 or 3.3 or
  subsection 5.1.1;1.1.122
  Obligor Hedging Exposure means the
  aggregate of all amounts that would be payable to all Persons by the Obligors
  or to the Obligors by other Persons, on the date of determination, taking
  into account all legally enforceable netting arrangements, pursuant to each
  ISDA Master Agreement between each Obligor and any such Person, as if all
  Derivative Instruments under such ISDA Master Agreements were being
  terminated on that day;1.1.123
  Obligors means the Borrower and the
  Guarantors;1.1.124
  Ordinary Course means, with respect to
  an action taken by a Person, that the action is taken in the usual course of
  the normal day-to-day operations of the Person;1.1.125
  Other Derivative Counterparties means,
  at any time, up to five Persons (which are not Lenders or Affiliates of
  Lenders) designated in writing by the Borrower to the Agent which are, or may
  be, counterparties to Derivative Instruments with an Obligor, and which have
  a credit rating of not less than the lowest credit rating of any Lender that
  has a credit rating on the Closing Date from any of S&P or Moodys or the
  equivalent credit rating from any rating agency if not rated by either of
  such credit rating agencies;1.1.126
  Other Supported Agreements means all
  agreements or arrangements (including guarantees) entered into or made from
  time to time by any Obligor (unless otherwise specified) in connection with
  (a) cash consolidation, cash management and electronic funds transfer
  arrangements between an Obligor and any Lender or Affiliate of a Lender and
  (b) doré purchase agreements between an Obligor and any Lender or
  Affiliate of a Lender;1.1.127
  Other Supported Obligations means all
  obligations of the Obligors to the Other Supported Parties under or in
  connection with the Other Supported Agreements and all debts and liabilities,
  present or future, direct or indirect, absolute or contingent, matured or
  not, at any time owing by the Obligors to the Other Supported Parties in any
  currency or remaining unpaid by the Obligors to the Other Supported Parties
  in  22


any currency
  under or in connection with the Other Supported Agreements, whether arising
  from dealings between the Other Supported Parties and the Obligors or from
  any other dealings or proceedings by which the Other Supported Parties may be
  or become in any manner whatever creditors of the Obligors under or in
  connection with the Other Supported Agreements, and wherever incurred, and
  whether incurred by an Obligor alone or with another or others and whether as
  principal or surety, and all interest, fees, commissions, legal and other
  costs, charges and expenses; provided, however, that Other Supported
  Obligations shall not include Loan Obligations. In this definition, the
  Other Supported Parties shall be interpreted as the Other Supported
  Parties, or any of them, and Obligors shall be interpreted as Obligors,
  and each of them;1.1.128
  Other Supported Party means, at any time
  the Agent or a Lender or an Affiliate of the Agent or a Lender which at such
  time is a creditor under or in connection with an Other Supported Agreement;1.1.129
  Other Taxes means all present or future
  stamp or documentary taxes or any other excise or property taxes, charges or
  similar levies arising from any payment made hereunder or under any other
  Loan Document or from the execution, delivery or enforcement of, or otherwise
  with respect to, this Agreement or any other Loan Document;1.1.130
  Participant has the meaning defined in
  Section18.5;1.1.131
  Pension Plan means (a) a pension
  plan or plan which is a registered pension plan as defined in the Income Tax Act (Canada) or pension
  benefits standards legislation in any jurisdiction of Canada and is
  applicable to employees or former employees resident in Canada of any Obligor
  and (b) any other defined benefit, supplemental pension benefit plan or
  similar arrangement applicable to any employee or former employee of any
  Obligor;1.1.132
  Permits means licences, certificates,
  authorizations, consents, registrations, exemptions, permits, attestations,
  approvals, characterization or restoration plans, depollution program and any
  other approvals required by or issued pursuant to any Applicable Law, in each
  case, with respect to a Person or its Property, which are made, issued or
  approved by a Governmental Authority;1.1.133
  Permitted Debt means, with respect to
  any Person:  1.1.133.1
  the Loan
  Obligations;1.1.133.2
  the Other
  Supported Obligations to the extent they constitute Debt;  23


1.1.133.3
  the Guarantees;1.1.133.4
  guarantees
  granted to Lenders or Affiliates of Lenders in respect of obligations under
  Derivative Instruments entered into between any Obligor and any Lender or
  Affiliate of any Lender;1.1.133.5
  guarantees
  granted to Lenders or Affiliates of Lenders by any Obligor in respect of
  obligations under Other Supported Agreements entered into between any other
  Obligor and any Lender or Affiliate of any Lender;1.1.133.6
  Debt secured by
  Permitted Liens;1.1.133.7
  Debt owed by
  one or more Obligors to one or more other Obligors;1.1.133.8
  unsecured Debt
  so long as (a) no Event of Default has occurred and is continuing
  immediately prior to the incurrence of such Debt or would occur as a result
  of the incurrence or assumption of such Debt, (b) such Debt does not
  require principal payments until at least 12 months following the then
  existing Maturity Date at the time such Debt is incurred and (c) the terms
  and conditions of such Debt shall be no more onerous to the
  debtor(s) thereunder than any terms and conditions hereunder (with the
  exception of pricing and fees);1.1.133.9
  Subordinated
  Debt;1.1.133.10
  Debt acquired
  as a result of a purchase or acquisition described in subsections (a) or
  (b) of the definition of Investments which purchase or acquisition is
  permitted hereunder, so long as the principal amount of such Debt does not
  increase; and1.1.133.11
  Debt under the
  agreement dated January 7, 2007 between Agnico-Eagle AB and Nordea Bank
  Finland Plc, in an amount not to exceed 10,000,000.  1.1.134
  Permitted Liens means, with respect to
  any Person:  1.1.134.1
  Liens for
  taxes, duties or other governmental charges not yet due or which are being
  contested in good faith by appropriate proceedings, provided that adequate
  reserves with respect thereto are maintained on the books of such Person, in
  conformity with GAAP;  24


1.1.134.2
  carriers,
  warehousemens, mechanics, materialmens, repairmens, or other like Liens
  arising in the Ordinary Course and not overdue for a period of more than 60
  days or which are being contested in good faith by appropriate proceedings,
  provided that adequate reserves with respect thereto are maintained on the
  books of such Person, in conformity with GAAP;1.1.134.3
  pledges or
  deposits in connection with workers compensation, employment insurance and
  other social security legislation and other obligations of a like nature
  incurred in the Ordinary Course;1.1.134.4
  deposits to
  secure the performance of bids, trade contracts (other than for borrowed
  money), leases, statutory obligations, surety and appeal bonds, performance
  bonds and other obligations of a like nature incurred in the Ordinary Course;1.1.134.5
  easements,
  servitudes, rights-of-way, restrictions, exceptions, minor title defects and
  other similar encumbrances (including for public utilities) which, in the
  aggregate, do not materially interfere with such Person or business or the
  use of the affected property by such Person;1.1.134.6
  reservations,
  limitations, provisos and conditions in any original grant from the Crown or
  any freehold lessor of any of the real properties of such Person and
  statutory exceptions to title or reservations of rights which do not in the
  aggregate materially interfere with such Person or business or the use of the
  affected real property by such Person;1.1.134.7
  any
  obligations or duties affecting any of the Property of such Person or its
  Subsidiaries to any municipality or other Governmental Authority with respect
  to any franchise, grant, licence or permit which do not materially impair the
  use of such property for the purposes for which it is held;1.1.134.8
  Liens
  created in connection with Capital Leases or securing Capital Lease
  Obligations;1.1.134.9
  any Liens
  for unpaid royalties or duties not yet due pursuant to mining leases, claims
  or other mining  25


rights
  running in favour of any Governmental Authority;1.1.134.10
  without
  duplicating subsections 1.1.134.8 and 1.1.134.11, Liens on equipment and the
  proceeds thereof (and on no other Property) created or assumed to finance the
  acquisition thereof or secure the unpaid purchase price of such equipment;1.1.134.11
  Liens that
  (i) exist at the time such Person is, or the assets subject to such
  Liens are, acquired by an Obligor and (ii) extend only to the assets
  acquired or the assets of the Person acquired, as applicable;1.1.134.12
  royalty
  agreements or other rights or claims to royalties (i) on or affecting
  any Property acquired by an Obligor to the extent permitted by this
  Agreement, whether in existence at the time of such acquisition or not and
  (ii) on or affecting Property owned by the Borrower or any Subsidiary of
  the Borrower on the Closing Date, which (except for royalty agreements or
  other rights or claims to royalties in favour of any Governmental Authority
  or in respect of the Pinos Altos Mine) are not subsequently amended, restated
  or otherwise modified (including to increase any amounts paid thereunder),
  unless doing so does not have a material adverse effect on the relevant mine,
  and if it does have such a material adverse effect, then not without the
  prior written consent of the Lenders, not to be unreasonably withheld;1.1.134.13
  pledges or
  deposits of cash or cash equivalent instruments for purposes of securing
  obligations to financial institutions issuing letters of credit to secure
  obligations under Pension Plans, retirement plans or for government
  reclamation costs, or pledges or deposits of cash or cash equivalent
  instruments to other issuers of letters of credit in the Ordinary Course,
  provided that such pledging or deposit does not otherwise result in a Default
  or an Event of Default;1.1.134.14
  those Liens
  existing on the Property of such Person (or a predecessor of such Person) on
  the Closing Date and set out in Schedule B and any extensions, renewals or
  replacements of any such Lien provided that the original principal amount of
  the Indebtedness or obligations secured thereby is not increased and that  26


any such
  extension, renewal or replacement is limited to the property originally
  encumbered thereby;  1.1.135
  Person or person means any natural person, corporation, company,
  limited liability company, trust, joint venture, association, company, partnership,
  limited partnership, Governmental Authority, unlimited liability company or
  other entity;1.1.136
  Pinos Altos Mine means Agnico Eagle
  Mexico S.A. de C.V.s Pinos Altos mining operations and property located in
  or around the municipality of Ocampo in the state of Chihuahua, Republic of
  Mexico, as presently constituted and as the same may be developed or expanded
  from time to time, and any replacements, substitutions and modifications
  thereof permitted hereunder, together with all easements, rights of way,
  rights, titles or interests of every kind and description which Agnico Eagle
  Mexico S.A. de C.V. has rights to, or otherwise owns or controls, relating to
  or acquired in connection with such operations, properties and claims;1.1.137
  Predecessor Obligor has the meaning
  defined in Section 14.10.1.4;1.1.138
  Prime Rate means, on any day, the
  greater of (a) the reference rate of interest, expressed as an annual
  rate, publicly announced or posted from time to time by the Agent as being
  its reference rate then in effect for determining interest rates on
  commercial loans made in Canada in Canadian Dollars, and (b) the average
  one month Bankers Acceptance rate quoted on Reuters Service, page CDOR,
  as at approximately 10:00 a.m. on such day, plus 0.50% per annum;1.1.139
  Prime Rate Advance means an Advance in
  Canadian Dollars with respect to which the Borrower has elected (or is deemed
  to have elected) to pay interest on the Prime Rate Basis;1.1.140
  Prime Rate Basis means the basis of
  calculation of interest on each Advance made at the Prime Rate, in accordance
  with the provisions of Sections 2.8, 4.1 and 4.2;1.1.141
  Principal Currency means each of
  Canadian Dollars, US Dollars, Euros, British pounds, Swiss francs and Swedish
  kronor;1.1.142
  Principal Jurisdiction means each of Austria,
  Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg,
  Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United
  Kingdom;1.1.143
  Property means, with respect to any
  Person, any or all of its present and future undertaking, property and
  assets, tangible and intangible, and, for avoidance of doubt, in relation to
  any Property which is leased  27


or co-owned
  or which is property of a partnership or joint venture, the Property of the
  Person means the interest of the Person in such Property;1.1.144
  Register has the meaning defined in
  Section 18.3;1.1.145
  Related Party means, with respect to any
  Person, such Persons Affiliates and the directors, officers and employees of
  such Person and such Persons Affiliates;1.1.146
  Related Party Debt means Debt of an
  Obligor owed to an Affiliate (which is not an Obligor) or a Related Party
  (which is not an Obligor);1.1.147
  Reporting Effective Date has the meaning
  defined in subsection 2.8.3;1.1.148
  Reporting Date means the last day on
  which financial statements and Compliance Certificate can be delivered in compliance
  with, as applicable, subsections 13.1.1, 13.1.2 and 13.1.3;1.1.149
  Resigning Issuing Lender has the meaning
  defined in Section 3.3.6.5;1.1.150
  Retiring Swing Line Lender has the
  meaning defined in Section 3.4.5;1.1.151
  S&P means Standard & Poors
  Rating Services, a division of The McGraw-Hill Companies, Inc.;1.1.152
  Schedule I Reference Lender means each
  of The Bank of Nova Scotia and The Toronto-Dominion Bank or any other Lender
  which is a Schedule I bank under the Bank Act (Canada) with equity in excess
  of C$5,000,000,000 appointed by the Agent from time to time with the consent
  of the Borrower in replacement of any such Lender;1.1.153
  Schedule II Reference Lender means
  Société Générale (Canada Branch) or any other Lender which is a Schedule II
  or Schedule III bank under the Bank Act (Canada) and which is not subject to
  the restrictions and requirements referred to in
  Section 524(2) thereof, appointed by the Agent from time to time
  with the consent of the Borrower in replacement of such Lender;1.1.154
  Second Currency has the meaning defined
  in Section 17.1;1.1.155
  Seizure Proceeding has the meaning
  defined in Section 15.1.10;1.1.156
  Selected Amount means:  28


1.1.156.1
  with respect
  to a BA Advance, the amount of the Advance which the Borrower has requested
  be advanced by way of the issuance of Bankers Acceptances in accordance with
  Section 5.1; and1.1.156.2
  with respect
  to a Libor Advance, the amount that the Borrower has requested be advanced in
  accordance with Section 3.2;  1.1.157
  Stamping Fee means the fee payable upon
  the acceptance of a Bankers Acceptance at the applicable rate set out in
  Section 2.8.1 and otherwise calculated in accordance with
  Section 5.2.3;1.1.158
  Standby Fee has the meaning defined in
  subsection 2.8.4;1.1.159
  Subordinated Debt means Debt owing to a
  Person other than an Obligor which is contractually subordinated to the Loan Obligations
  so long as (a) no Event of Default has occurred and is continuing
  immediately prior to the incurrence of such Debt or would occur as a result
  of the incurrence or assumption of such Debt, (b) such Debt does not
  require principal payments until at least 12 months following the Maturity
  Date in effect at the time such Debt is incurred, (c) the terms and
  conditions of such Debt are no more onerous to the debtor(s) thereunder
  than any terms and conditions hereunder (with the exception of pricing and
  fees) and (d) such Debt is expressly subordinated to the Loan
  Obligations and otherwise subject to an Intercreditor Agreement;1.1.160
  Subsidiary means, with respect to a
  Person, a subsidiary of such Person as defined in the Business Corporations Act (Ontario) as
  of the date of this Agreement (determined as if each such Person were a body
  corporate);1.1.161
  Successor Entity has the meaning defined
  in Section 14.10.1.4(a);1.1.162
  Successor Issuing Lender has the meaning
  defined in Section 3.3.6.5;1.1.163
  Supported Obligations means the Loan
  Obligations, the Guarantor Obligations and the Other Supported Obligations;1.1.164
  Supported Parties means, at any time,
  the Lenders and the Agent in respect of the Loan Obligations and the
  Guarantor Obligations and the Other Supported Parties at such time in respect
  of the Other Supported Obligations; and, for greater certainty, does not
  include the Other Derivative Counterparties;  29


1.1.165
  Swing Line Advances means overdrafts
  incurred in the Canadian Dollar and US Dollar accounts of the Borrower with
  the Swing Line Lender, each of which shall be deemed to be, as applicable, a
  Prime Rate Advance or a US Base Rate Advance made by the Swing Line Lender to
  the Borrower and the aggregate of which shall at no time exceed the Swing
  Line Limit;1.1.166
  Swing Line Lender means The Bank of Nova
  Scotia, and any successor thereof appointed pursuant to Section 3.4;1.1.167
  Swing Line Limit means US$10,000,000 or
  the equivalent thereof in Canadian Dollars;1.1.168
  Swing Line Loan means, at any time, the
  aggregate of the Swing Line Advances outstanding at any time in accordance
  with the provisions hereof, together with any amount of interest payable to
  the Swing Line Lender by the Borrower pursuant thereto;1.1.169
  Synthetic Lease means any synthetic
  lease or similar off-balance sheet financing product where such transaction
  is considered borrowed money for tax purposes but is classified as an
  operating lease in accordance with GAAP;1.1.170
  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 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.1.1.171
  Taxes means all present or future taxes,
  levies, imposts, duties, deductions, withholdings, assessments, fees or
  charges imposed by any Governmental Authority, including any interest,
  additions to tax or penalties applicable thereto;1.1.172
  Total Debt means, at any time, all Debt
  of the Borrower on a consolidated basis (which shall, for purposes of this
  definition, include the Consolidated Hedging Exposure owed by the Borrower
  and its Subsidiaries);1.1.173
  Total Net Debt means Total Debt less
  Unencumbered Cash;1.1.174
  Total Net Debt to EBITDA Ratio means,
  for any period, the ratio of Total Net Debt to EBITDA;1.1.175
  Trade Date has the meaning defined in
  Section 18.2.2.1;  30


1.1.176
  Transaction Date has the meaning defined
  in Section 7.7;1.1.177
  Unencumbered Cash means all cash and
  Cash Equivalents held by the Obligors in the Principal Jurisdictions that are
  not subject to any Lien by any Person, other than inchoate Liens which arise
  by statute or operation of law, in each case, on an involuntary basis. 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;1.1.178
  US Base Rate means, on any day, the rate
  of interest, expressed as an annual rate, publicly announced or posted from
  time to time by the Agent as being its reference rate then in effect for
  determining interest rates on commercial loans granted in Canada in US
  Dollars to its customers (whether or not any such loans are actually made);
  provided that if the US Base Rate is, for any period, less than the Federal
  Funds Effective Rate plus 0.50% per annum, the US Base Rate shall be deemed
  to be equal to the Federal Funds Effective Rate plus 0.50% per annum;1.1.179
  US Base Rate Advance means an Advance in
  US Dollars with respect to which the Borrower has elected (or is deemed to
  have elected) to pay interest on the US Base Rate Basis;1.1.180
  US Base Rate Basis means the basis of
  calculation of interest on each Advance made at the US Base Rate, in
  accordance with the provisions of Sections 2.8, 4.1 and 4.2;1.1.181
  US Dollars or US$ means the lawful currency of the USA
  in same day immediately available funds or, if such funds are not available,
  the currency of the USA which is ordinarily used in the settlement of
  international banking operations on the day on which any payment or any
  calculation must be made pursuant to this Agreement;1.1.182
  USA means the United States of America.1.2
  InterpretationIn this Agreement, unless stipulated to the
  contrary or the context otherwise requires:  1.2.1
  words used
  herein which indicate the singular include the plural and vice versa and
  words used herein which indicate one gender include all genders;1.2.2
  references
  to Contracts, unless otherwise specified, are deemed to include all present
  and future amendments, supplements, restatements or replacements to or of
  such Contracts;  31


1.2.3
  references
  to any legislation, statutory instrument or regulation or a section or other
  provision thereof, unless otherwise specified, is a reference to the
  legislation, statutory instrument, regulation, section or other provision as
  amended, restated or re-enacted from time to time;1.2.4
  references
  to any thing includes the whole or any part of that thing and a reference to
  a group of things or Persons includes each thing or Person in that group;1.2.5
  references
  to a Person includes that Persons successors and permitted assigns; and1.2.6
  any
  reference to a time shall mean local time in the City of Toronto, Ontario.  1.3
  CurrencyUnless the contrary is
  indicated, all amounts referred to herein are expressed in US Dollars.1.4
  Generally Accepted
  Accounting PrinciplesUnless the Lenders shall
  otherwise expressly agree or unless otherwise expressly provided herein, all
  of the terms of this Agreement which are defined under the
  rules constituting GAAP shall be interpreted, and all financial
  statements and reports to be prepared hereunder shall be prepared, in
  accordance with GAAP; provided that if there occurs after the date hereof any
  change in GAAP from that used in the preparation of the financial statements
  of the Borrower most recently delivered to the Agent under the Existing
  Credit Agreement or that affects in any respect the calculation of any
  covenants contained in Article 11, the Lenders and the Borrower shall
  negotiate in good faith amendments to the provisions of this Agreement that
  relate to the calculation of such covenant with the intent of having the
  respective positions of the Lenders and the Borrower after such change in
  GAAP conform as nearly as possible to their respective positions as of the
  date of this Agreement.1.5
  Division and
  TitlesThe division of this
  Agreement into Articles, Sections, subsections, paragraphs, clauses and other
  subdivisions and the insertion of titles are for convenience of reference
  only and shall not affect the meaning or interpretation of this Agreement.2.
  THE CREDIT2.1
  Amounts of Credit
  FacilitySubject to the applicable
  provisions hereof, each Lender agrees to make available to the Borrower,
  severally (not jointly and not jointly and severally), a revolving credit
  facility for the use of the Borrower in the amount of up to its Applicable
  Percentage of  32


US$300,000,000 or the
  equivalent thereof in Canadian Dollars, as the same may be reduced in
  accordance with the terms hereof (the Credit
  Facility), provided however, that to the extent that any Swing
  Line Advances have been made or remain outstanding, the amount available
  under the Credit Facility shall be deemed to be reduced by the amount of such
  Swing Line Advances.  2.2
  Availment Options
  under Credit FacilityAt the
  option of the Borrower:  2.2.1
  the Credit
  Facility may be utilized by the Borrower by requesting that Prime Rate
  Advances, US Base Rate Advances or Libor Advances be made by the Lenders or
  by presenting drafts, orders or Discount Notes to a Lender for acceptance as
  Bankers Acceptances;2.2.2
  the Credit
  Facility may be utilized by the Borrower by:  2.2.2.1
  requesting
  that Letters of Credit in Canadian Dollars, US Dollars or Euros be issued by
  the Issuing Lender, provided however, that the aggregate face amount of
  Letters of Credit outstanding at any time shall not exceed US$80,000,000 or
  the equivalent thereof in Canadian Dollars or Euros; or2.2.2.2
  by incurring
  overdrafts in its Canadian Dollar and US Dollar accounts with the Swing Line
  Lender to an aggregate maximum, at any time, not to exceed the Swing Line
  Limit or the equivalent thereof in Canadian Dollars.  2.3
  Letters of Credit
  under Existing Credit Agreement  Notwithstanding
any other provision hereof, each outstanding L/C (as defined in the Existing
Credit Agreement) shall, upon satisfaction by the Obligors or waiver by the
Lenders of the conditions precedent set out in Section 9.1, constitute (i) outstanding
Letters of Credit hereunder, subject to all terms and conditions applicable to
Letters of Credit hereunder and (ii) shall, together with any other
Advance or Advances made upon the satisfaction or waiver of such conditions
precedent, as aforesaid, constitute the initial Advance or Advances made under
this Agreement for the purposes of Section 9.1.  For greater certainty, accrued L/C fees (as
referenced in the Existing Credit Agreement) shall constitute accrued Letter of
Credit Fees hereunder and shall be payable by the Borrower on the first
Business Day following completion of the fiscal quarter of the Borrower in which
the Closing Date occurs in accordance with Section 3.3.2.1, and accrued L/C
fronting fees (as referenced in the Existing Credit Agreement) shall
constitute accrued Fronting Fees hereunder and shall be payable by the Borrower
on the first Business Day following completion of the fiscal quarter of the
Borrower in which the Closing Date occurs in accordance with Section 3.3.2.2.  33


2.4
  Revolving Credit
  FacilityThe Credit
  Facility is a revolving credit facility. 
  The principal amount of any Advance under the Credit Facility which is
  repaid from time to time may, subject to the applicable provisions of this
  Agreement, be reborrowed.  2.5
  Purpose/Use of the
  Credit FacilityThe Borrower
  may use the Credit Facility for its general corporate purposes or the general
  corporate purposes of the other Obligors, including acquisitions as permitted
  under this Agreement, and to repay the obligations under the Existing Credit
  Agreement.2.6
  Term and Repayment  2.6.1
  Unless due
  and payable sooner in accordance with this Agreement, all Loan Obligations
  shall be due and payable on January 10, 2013, unless this Agreement is
  extended, upon the irrevocable request of the Borrower (which request may be
  made at its option), with the consent of the Majority Lenders, in their sole
  discretion, for additional one year terms in accordance with this
  Section 2.6.2.6.2
  Each request
  for an extension of this Agreement must be made by the Borrower (if it wishes
  to exercise its option to make such request) providing the Agent with
  irrevocable written notice of such request at least 60, but not more than 90,
  days before the applicable anniversary date of the Closing Date. If the
  Majority Lenders consent to a request for any such extension in accordance
  with this Section 2.6, the Maturity Date shall be extended by one year
  and, unless due and payable sooner in accordance with this Agreement, all
  Loan Obligations shall be due and payable on the Maturity Date, as so extended,
  and all Commitments shall be cancelled at such extended time.2.6.3
  Upon receipt
  by the Agent of any such request by the Borrower for an extension of this
  Agreement, the Agent shall provide prompt written notice of such request to
  each Lender. Each Lenders determination of whether or not it consents to
  such extension shall be made in such Lenders sole discretion. If a Lender
  has not provided the Agent with written notice of whether or not such Lender
  consents to such requested extension 30 days after written notice of such
  request has been provided by the Agent to such Lender, such Lender shall be
  irrevocably deemed to have not consented to such extension.2.6.4
  If the
  Majority Lenders consent to any extension requested by the Borrower pursuant
  to this Section 2.6, but any Lender does not so consent, that dissenting
  Lender (if it is still a Lender at the relevant time) shall not be entitled
  to vote on any extensions subsequently requested by the Borrower pursuant to
  this Section 2.6 (and the  34


denominator
  in the definition of Majority Lender shall, for such purpose, be reduced by
  such Lenders Commitment).2.6.5
  If the
  Majority Lenders consent to any requested extension of this Agreement pursuant
  to this Section 2.6, but any Lender does not so consent, the Borrower
  may require that:  2.6.5.1
  any such
  dissenting Lender assign its Commitment in accordance with Section 18.2;2.6.5.2
  the
  Commitment of any such dissenting Lender be permitted to terminate at the end
  of the then current term of this Agreement (with the maximum amount of the
  Credit Facility reducing by the amount of such Lenders Commitment at that
  time); or2.6.5.3
  such
  dissenting Lenders Commitments immediately terminate.  2.6.6
  In the case
  of subsection 2.6.5.3, the Borrower shall immediately repay such Lender its pro rata share of all outstanding
  Advances, together with all other amounts owing by the Borrower to that
  Lender under Section 7.1, and upon receipt by such Lender of such amount
  such Lenders Commitment shall be cancelled (and the maximum amount of the
  Credit Facility shall be reduced by the amount of such Lenders Commitment at
  that time).2.6.7
  Any
  assigning Lender (in the case of subsection 2.6.5.1) or any Lender whose
  Commitments terminate before the Maturity Date (in the case of subsection
  2.6.5.3) shall, upon such assignment or termination, assign, or cause any of
  its Affiliates, to either (i) if such assigning Lender, or its
  applicable Affiliate, is a permitted Other Derivative Counterparty, terminate
  each guarantee provided by any Obligor in connection therewith or
  (ii) assign, at a price determined in a reasonable manner from market
  quotations in accordance with customary market practices, all Derivative
  Instruments it or they hold with each Obligor to the applicable Eligible
  Assignee or to another Lender or its Affiliate or to an Other Derivative
  Counterparty.2.6.8
  If the
  Majority Lenders do not consent to any extension requested by the Borrower
  pursuant to the foregoing procedures, all Loan Obligations shall, unless due
  and payable sooner in accordance with this Agreement, be due and payable on
  the Maturity Date then in effect and all remaining Commitments shall be
  cancelled at such time.  35


2.7
  Voluntary Prepayments and Voluntary Cancellations2.7.1
  The
  Borrower may prepay Prime Rate Advances and US Base Rate Advances under the
  Credit Facility upon one Business Days prior written notice in the form of
  Exhibit D and, subject to Sections 6.4 and 7.1, may prepay Libor
  Advances under the Credit Facility upon three Business Days prior written
  notice in the form of Exhibit D, without premium or penalty in minimum
  amounts of C$1,000,000 or multiples thereof, in the case of Prime Rate Advances,
  and in minimum amounts of US$1,000,000 and multiples thereof, in the case of
  US Base Rate Advances and Libor Advances. All prepayments of Advances shall
  include payment of all breakage costs relating thereto in accordance with
  Section 6.4. No Bankers Acceptance or Discount Note may be paid prior to its
  maturity date, but the Borrower may provide escrowed funds for outstanding
  Bankers Acceptances and Discount Notes in accordance with Section 15.4.2.7.2
  The
  Borrower may, upon three Business Days prior written notice in the form of Exhibit D,
  cancel undrawn portions of the Credit Facility in minimum amounts of
  US$1,000,000 and multiples thereof, or if less, the remaining undrawn portion
  of the Credit Facility.  No Standby
  Fees shall be payable in respect of the portion of the Credit Facility so
  cancelled as and from the effective date of its cancellation.  No portion of the Credit Facility which has
  been so cancelled may be reinstated by the Borrower.2.8
  Interest Rates2.8.1
  Interest
  rates, Stamping Fees, the Letter of Credit Fee rate and the Standby Fee rate
  shall vary and be calculated based on the Total Net Debt to EBITDA Ratio as
  follows:  Total Net Debt
  to EBITDA
  Ratio
  
  Libor / Stamping
   Fees / Letter of 
  Credit Fee
  
  Base Rate or
  Prime Rate
  
  Standby Fee< 1.50
  
  1.00
  %
  Nil
  
  0.375
  %> 1.50 and < 2.00
  
  1.15
  %
  0.15
  %
  0.45
  %> 2.00 and < 2.50
  
  1.35
  %
  0.35
  %
  0.50
  %> 2.50
  
  1.60
  %
  0.60
  %
  0.55
  %  2.8.2
  All
  interest rates set forth in subsection2.8.1 are rates per annum. 
  Interest on Libor Advances shall accrue and be payable at LIBOR for
  the applicable Designated Period plus the Applicable Margin shown in the
  second column of the table in subsection 2.8.1.  The rate for Stamping Fees shall be the
  Applicable Margin shown in the second column of the table in subsection 2.8.1.  The Letter of Credit Fee
  shall  36


be
  the Applicable Margin shown in the second column of the table in subsection2.8.1.  Interest on Prime Rate
  Advances and US Base Rate Advances shall, as applicable, accrue and be
  payable at the Prime Rate or the US Base Rate plus the Applicable Margin
  shown in the third column of the table in subsection 2.8.1.2.8.3
  Increases
  or decreases in the Applicable Margin resulting from a change in the Total
  Net Debt to EBITDA Ratio shall be based on the Total Net Debt to EBITDA Ratio
  reported in the applicable Compliance Certificate delivered by the Borrower
  pursuant to Section13.1.3; provided
  that, from the Closing Date to the Reporting Effective Date in respect of the
  first full fiscal quarter of the Borrower immediately following the Closing
  Date, the Applicable Margin shall be based on the Total Net Debt to EBITDA
  Ratio reported in the Compliance Certificate delivered by the Borrower on the
  Closing Date.  Changes in the
  Applicable Margin shall be effective as of two Business Days following the
  earlier of the day upon which such Compliance Certificate is delivered to the
  Agent and the day upon which such Compliance Certificate could be delivered
  on time pursuant to Section 13.1.3 (the Reporting Effective Date).  For greater certainty, changes in Letter of
  Credit Fees shall be effective for that portion of the term of any Letters of
  Credit on or after the Closing Date, and any amount owing by the Borrower to
  the Lenders with respect to Letters of Credit 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 Reporting Date, if any Compliance
  Certificate required to be delivered by the Borrower is delivered after the
  Reporting 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 Reporting Date,
  the Agent shall determine the amount of any overpayment or underpayment of
  interest or Letter of Credit Fees during the period from the Reporting 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 Agent shall constitute prima facie
  evidence 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 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 or Letter of Credit Fees as they become due until such amount has
  been fully applied. Should the Agent, acting reasonably, determine that the
  calculation of the Total Net Debt to EBITDA Ratio in any Compliance
  Certificate is incorrect, the Agent shall advise the Borrower of such error
  and the Borrower and the Agent agree that, absent manifest error, the
  Applicable Margin  37


shall
  be adjusted in accordance with the determination by the Agent, acting
  reasonably, and if the Applicable Margin should have been higher, the
  Borrower shall pay the amount owing commencing as of the date when the
  adjustment would otherwise be effective in accordance with this provision,
  and if the Applicable Margin should have been lower, 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 or Letter of Credit Fees as they become due until such amount has
  been fully applied.2.8.4
  The
  Borrower shall pay a standby fee (the Standby
  Fee) on the daily unadvanced portion of the Credit Facility at a
  rate per annum which shall vary and be calculated based on the Applicable
  Margin shown in the fourth column of the table in subsection2.8.1.  The Standby Fee shall be
  calculated daily beginning on the Closing Date and shall be payable quarterly
  in arrears on the first Business Day following completion of each fiscal
  quarter of the Borrower.  Any accrued
  but unpaid commitment fee (as referenced in the Existing Credit Agreement)
  shall constitute a Standby Fee hereunder and shall be payable in arrears on
  the first Business Day following completion of the fiscal quarter of the
  Borrower in which the Closing Date occurs. 
  Upon final payment of the Loan Obligations, the Borrower shall also
  pay any accrued but unpaid Standby Fees on the Credit Facility.2.8.5
  Interest
  on Prime Rate Advances, US Base Rate Advances, Libor Advances and Stamping
  Fees, Letter of Credit Fees and Standby Fees received by the Agent shall be
  promptly distributed by the Agent to the Lenders in accordance with their
  respective Applicable Percentages.2.9
  Annual Agency FeesThe
  Borrower shall pay to the Agent, inter
  alia, the annual agency fee provided in the Agency Fee Letter.2.10
  Exchange Rate FluctuationsIf
  at any time fluctuations in rates of exchange in effect between currencies
  cause the aggregate amount of Advances (expressed in US Dollars using the FX
  Rate) outstanding under the Credit Facility to exceed the maximum amount of
  the Credit Facility permitted herein by 3%, the Borrower shall pay to the
  Lenders on demand such amount as is necessary to repay the excess.  If the Borrower is unable to immediately
  pay that amount because Designated Periods have not ended or Bankers
  Acceptances have not matured, the Borrower shall, on demand, cause to be
  deposited with the Agent escrowed funds in the amount of the excess, which
  shall be held by the Agent until the amount of the excess is paid in
  full.  The Borrower shall be entitled
  to receive interest on cash held by the Agent as collateral in accordance
  with Section15.4.  If, on any Drawdown Date, the  38


aggregate
  amount of Advances under the Credit Facility (expressed in US Dollars using
  the FX Rate) exceeds the maximum amount of the Credit Facility permitted
  herein because of fluctuations in rates of exchange or otherwise, the
  Borrower shall immediately pay the Agent, for the benefit of the Lenders, the
  excess and shall not be entitled to any Advance that would result in the
  amount of the Credit Facility being exceeded. For greater certainty, no
  payments made by the Borrower under this Section2.10 shall result in any permanent reduction in the Credit Facility.3.
  ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS3.1
  Notice of Borrowing - Direct AdvancesSubject
  to the applicable provisions of this Agreement, on any Business Day, the Borrower
  shall be entitled to draw upon the Credit Facility, on one or more occasions,
  up to the maximum amount of the Credit Facility, by way of Prime Rate
  Advances and US Base Rate Advances in minimum amounts of, as applicable,
  C$1,000,000 or US$1,000,000 and in whole multiples thereof, provided that on
  any Business Day that is at least two Business Days prior to the day on which
  any Prime Rate Advance or US Base Rate Advance (other than the Swing Line
  Advance, which shall be made in accordance with the provisions of Section3.4) is required, the Borrower shall have provided to the Agent a
  Notice of Borrowing at or before 10:00 a.m.  Notices of Borrowing in respect of Libor
  Advances, Letters of Credit, Swing Line Advances and BA Advances shall be
  given in accordance with the provisions of Sections 3.2, 3.3, 3.4 and 5.1, respectively.3.2
  LIBOR Advances and ConversionsSubject
  to the applicable provisions of this Agreement, at or before 10:00 a.m.
  on at least four Business Days prior to the Drawdown Date of a proposed Libor
  Advance, the Borrower may request that a Libor Advance be made, that one or
  more US Base Rate Advances not borrowed as Libor Advances be converted into
  one or more Libor Advances or that a Libor Advance or any part thereof be renewed
  or extended, as the case may be.  Each
  Selected Amount with respect to each Designated Period shall be in an amount
  of not less than US$1,000,000, and shall be in whole multiples thereof.  The Agent shall determine the LIBOR which
  will be in effect on the Drawdown Date (which in such case must be a Banking
  Day), with respect to the Selected Amount or to each of the Selected Amounts,
  as the case may be, having a maturity of one, two, three or six months
  (subject to availability) from the Drawdown Date, but no Designated Period
  may end after the Maturity Date, and there shall not at any time be LIBOR
  Advances with more than six different maturity dates outstanding with more
  than six different maturity dates.  If,
  at the end of a Designated Period in respect of any Libor Advance, the
  Borrower has not delivered a notice of conversion or rollover to the Agent in
  a timely manner in accordance with the provisions of this Section3.2, the Borrower shall be deemed to have given notice for a US Base
  Rate Advance.  39


3.3
  Letters of Credit3.3.1
  Issuance.  Subject to the applicable
  provisions of this Agreement, on any Business Day, as part of the credit
  available under the Credit Facility, upon delivery of a Notice of Borrowing
  to the Agent three Business Days prior to the requested issuance of a Letter
  of Credit (or such longer period of time as the Issuing Lender may reasonably
  require to settle the form of the proposed Letter of Credit), the Borrower may
  request to be issued by the Issuing Lender on behalf of the Lenders one or
  more Letters of Credit in a maximum aggregate amount outstanding at any time
  not exceeding US$80,000,000 or the equivalent thereof in Canadian Dollars or
  Euros.  Each Letter of Credit shall be
  issued in Canadian Dollars, US Dollars or Euros.  Concurrently with the delivery of a Notice
  of Borrowing requesting a Letter of Credit, the Borrower shall execute and
  deliver to the Issuing Lender the documents required by the Issuing Lender in
  respect of the requested type of Letter of Credit, including a Letter of
  Credit application and indemnity on the Issuing Lenders standard forms or as
  is otherwise required by the Issuing Lender. 
  In the event of any conflict between the provisions of this Agreement
  and the provisions of any document relating to a Letter of Credit, the
  provisions of this Agreement shall govern and prevail.  Each Letter of Credit shall have a term of
  not more than one year and shall otherwise be in form and substance satisfactory
  to the Issuing Lender, acting reasonably, provided however, that each Letter
  of Credit having a term which expires after the Maturity Date shall be
  escrowed in accordance with Section 15.4 not more than
  five Business Days prior to the Maturity Date.  The Issuing Lender shall not be required to
  issue any Letter of Credit if such issuance would breach any Applicable Law
  or any internal policy of the Issuing Lender.3.3.2
  Fees.  On the first Business Day
  following completion of each fiscal quarter of the Borrower, the Borrower
  shall pay to the Agent in arrears:3.3.2.1
  for
  the account of the Lenders, a Letter of Credit Fee calculated at the rate
  specified in Section2.8 on the undrawn
  face amount of each outstanding Letter of Credit for the actual number of
  days to elapse from and including the date of issuance or renewal, as
  applicable, of the Letter of Credit to but excluding the expiry date of such
  Letter of Credit, calculated on the basis of a 365 or 366 day year, as
  applicable, which fee shall be non-refundable in whole or in part; and3.3.2.2
  for
  the account of the Issuing Lender, the Fronting Fee in an amount equal to
  0.12% per annum on the portion of the undrawn face amount of each outstanding
  Letter of Credit issued by the Issuing Lender which is  40


attributable
  to Lenders other than the Issuing Lender, for the actual number of days to
  elapse from and including the date of issuance or renewal, as applicable, of
  the Letter of Credit to but excluding the expiry date of such Letter of
  Credit, calculated on the basis of a year of 365 or 366 days, as applicable,
  which fee shall be non-refundable in whole or in part;3.3.3
  Additional
  Fees. The Borrower shall also pay
  or reimburse the Issuing Lender for all customary administrative, issuance,
  amendment, payment and negotiation fees paid, payable or charged by the
  Issuing Lender in connection with any Letter of Credit issued by it.3.3.4
  General
  Provisions Relating to Letters of Credit.3.3.4.1
  The
  Issuing Lender shall not be liable for the consequences arising from any
  mutilation, error, omission, interruption or delay or loss in transmission,
  dispatch or delivery of any message or advice, however transmitted, in
  connection with any Letter of Credit. Subject to the immediately preceding
  sentence, in furtherance and extension and not in limitation of the specific
  provisions of this Section3.3  (a) any
  action taken or omitted by the Issuing Lender or any of its respective
  correspondents under or in connection with any of the Letters of Credit, if
  taken or omitted in good faith and in conformity with Applicable Law or
  customs applicable thereto, shall be binding upon the Borrower and shall not
  put the Issuing Lender or its respective correspondents under any resulting
  liability to the Borrower and (b) the Issuing Lender may accept
  documents in good faith and in conformity with Applicable Law or customs
  applicable thereto relating to Letters of Credit, without responsibility for
  further investigation, regardless of any notice or information to the
  contrary, and may make payment upon presentation of such documents, provided
  that the Issuing Lender shall have the right, in its sole discretion, to
  decline to accept such documents and decline to make such payment if such
  documents are not in strict compliance with the terms of such Letter of
  Credit. Without limiting the generality of the foregoing, the Issuing Lender
  may receive, accept, or pay as complying with the terms of any Letter of
  Credit, any demand in relation thereto otherwise in order which may be signed
  by, or issued to, any administrator, executor, trustee in bankruptcy, receiver  41


or
  other Person or entity acting as the representative or in place of, the
  beneficiary.3.3.4.2
  The
  Borrower acknowledges and confirms to the Issuing Lender that the Issuing
  Lender shall not be obliged to make any inquiry or investigation as to the
  right of any beneficiary to make any claim or Draft or request any payment
  under a Letter of Credit and payment by the Issuing Lender pursuant to a
  Letter of Credit shall not be withheld by the Issuing Lender by reason of any
  matters in dispute between the beneficiary thereof and the Borrower. The sole
  obligation of the Issuing Lender with respect to Letters of Credit is to
  cause to be paid a Draft drawn or purporting to be drawn in accordance with
  the terms of the applicable Letter of Credit and for such purpose the Issuing
  Lender is only obliged to determine that the Draft purports to comply with
  the terms and conditions of the relevant Letter of Credit.3.3.4.3
  The
  Issuing Lender shall not have any responsibility or liability for or any duty
  to inquire into the form, sufficiency (other than to the extent provided in
  subsection3.3.4.2), authorization,
  execution, signature, endorsement, correctness (other than to the extent
  provided in subsection 3.3.4.2), genuineness or
  legal effect of any Draft, certificate or other document presented to it
  pursuant to a Letter of Credit and the Borrower unconditionally assumes all
  risks with respect to the same. The Borrower agrees that it assumes all risk
  of the acts or omissions of the beneficiary of any Letter of Credit with
  respect to the use by the beneficiary of the relevant Letter of Credit.3.3.4.4
  The
  Borrower agrees that the Issuing Lender, the Lenders and the Agent shall have
  no liability to it for any reason in respect of or in connection with any Letter
  of Credit, the issuance thereof, any payment thereunder, or any other action
  by any such Person or any other Person in connection therewith, other than
  such liability arose on account of the Issuing Lenders gross negligence or
  wilful misconduct.3.3.5
  Reimbursement
  Obligations.  In the event of any drawing under a Letter
  of Credit, the Issuing Lender shall promptly notify the Borrower who shall
  immediately reimburse the amount drawn to the Issuing Lender in same day
  funds.  In the event that the Borrower
  fails to  42


reimburse the Issuing Lender after such
  notification and fails to provide a Notice of Borrowing with a different
  option, the Borrower shall be deemed to have requested from, and given notice
  to, the Agent of a Prime Rate Advance, if the Letter of Credit is payable in
  Canadian Dollars, or a US Base Rate Advance, if the Letter of Credit is
  payable in US Dollars or Euros (with any drawing under a Letter of Credit
  payable in Euros being converted into US Dollars in accordance with the
  provisions hereof), on the date and in the amount of the drawing, the
  proceeds of which will be used to satisfy the reimbursement obligations of
  the Borrower to the Lenders in respect of the drawing under such Letter of
  Credit.  The reimbursement obligations
  of the Borrower hereunder shall be absolute, unconditional and irrevocable
  and shall be performed strictly in accordance with the terms of this
  Agreement under any and all circumstances whatsoever and irrespective of:3.3.5.1
  any
  lack of validity or enforceability of any Letter of Credit or this Agreement
  or any term or provision therein or herein;3.3.5.2
  the
  existence of any claim, set-off, compensation, defence or other right that
  the Borrower, any other Obligor or any other Person may at any time have
  against the beneficiary under any Letter of Credit, the Issuing Lender, the
  Agent, any Lender or any other Person, whether in connection with this
  Agreement or any other related or unrelated agreement or transaction;3.3.5.3
  any
  draft or other document presented under a Letter of Credit proving to be
  forged, fraudulent or invalid in any respect or any statement therein being
  untrue or inaccurate in any respect;3.3.5.4
  any
  dispute between or among the Obligors and any beneficiary of any Letter of
  Credit or any other party to which such Letter of Credit may be transferred
  or any claims whatsoever of the Obligors against any beneficiary of such
  Letter of Credit or any such transferee;3.3.5.5
  the
  validity or sufficiency of any instrument transferring or assigning or
  purporting to transfer or assign any Letter of Credit or any of the rights or
  benefits thereunder or proceeds thereof in whole or in part, which may prove
  to be invalid or ineffective for any reason; and  43


3.3.5.6
  the
  occurrence of any event including the commencement of legal proceedings to
  prohibit payment by the Issuing Lender of a Letter of Credit.The
  obligations of the Borrower hereunder with respect to Letters of Credit shall
  remain in full force and effect and shall apply to any amendment to or
  extension of the expiration date of any Letter of Credit.3.3.6
  Indemnification.3.3.6.1
  The
  Borrower agrees to indemnify and hold harmless the Issuing Lender and its
  Related Parties (collectively, the LC
  Indemnitees) from and against any and all losses, claims, damages
  and liabilities which the LC Indemnitees may incur (or which may be claimed
  against any Indemnitee) by any Person by reason of or in connection with the
  issuance or transfer of or payment or failure to pay under any Letter of
  Credit, provided that the foregoing indemnity will not, as to any Indemnitee,
  apply to losses, claims, damages, liabilities or related expenses to the
  extent they are found by a final, non-appealable judgment of a court to arise
  from the gross negligence or wilful misconduct of such Indemnitee or the
  failure of such Indemnitee to comply with the terms and conditions of such
  Letter of Credit (subject to minor variations or discrepancies in the
  documents presented in connection with such Letter of Credit).3.3.6.2
  The
  Borrower agrees, as between the Borrower and the Issuing Lender, that the
  Borrower shall assume all risks of the acts, omissions or misuse by the
  beneficiary of any Letter of Credit.3.3.6.3
  None
  of the Issuing Lender, the Agent or any other Lender shall, in any way, be
  liable for any failure by the Issuing Lender or anyone else to pay any
  drawing under any Letter of Credit as a result of any action by any
  Governmental Authority or any other cause beyond the control of the Issuing
  Lender.3.3.6.4
  The
  obligations of the Borrower under this Section3.3 shall survive the termination of this Agreement.  No acts or omissions of any current or
  prior beneficiary of a Letter of Credit shall in any way affect or impair the  44


rights
  of the Issuing Lender to enforce any right, power or benefit under this
  Agreement.3.3.6.5
  The
  Issuing Lender may resign as such (a Resigning
  Issuing Lender) upon 15 days prior written notice to the Agent
  and the Borrower, in which event the Agent, in consultation with the
  Borrower, shall designate another Lender as the Issuing Lender.  Upon acceptance by another Lender of the
  appointment as the Issuing Lender (the Successor
  Issuing Lender), the Successor Issuing Lender shall succeed to
  the rights, powers and duties of the Resigning Issuing Lender and shall have
  all the rights and obligations of the Resigning Issuing Lender under this
  Agreement and the other Loan Documents. 
  Unless otherwise agreed among the Successor Issuing Lender, the Agent
  and the Borrower, the Successor Issuing Lender shall be paid the same fees,
  in such capacity, as the Resigning Issuing Lender.  Following the resignation of the Resigning
  Issuing Lender, the Resigning Issuing Lender shall continue to have all the
  rights and obligations of the Issuing Lender under this Agreement and the
  other Loan Documents with respect to Letters of Credit issued by it prior to
  such resignation, but the Resigning Issuing Lender shall not be required to
  issue additional Letters of Credit. 
  For avoidance of doubt, the provisions of this Agreement relating to
  the Issuing Lender shall enure to the benefit of the Resigning Issuing Lender
  as to any actions taken or omitted to be taken by it (a) while it was
  the Issuing Lender under this Agreement or (b) at any time with respect
  to Letters of Credit issued by the Issuing Lender.3.4
  Swing Line Advances3.4.1
  Subject
  to the applicable provisions of this Agreement, the Swing Line Lender agrees
  to make Swing Line Advances to the Borrower on any Business Day from time to
  time prior to the Maturity Date.  Swing
  Line Advances are available by way of incurring overdrafts in the Borrowers
  Canadian Dollar and US Dollar accounts with the Swing Line Lender, with
  overdrafts in Canadian Dollars being deemed to be Prime Rate Advances and
  overdrafts in US Dollars being deemed to be US Base Rate Advances.3.4.2
  The
  Swing Line Lender shall ascertain the net position of the Borrowers accounts
  at the close of business daily.  If the
  net Canadian Dollar position is a debit in favour of the Swing Line Lender,
  the debit  45


will
  be deemed to be a Prime Rate Advance in the amount of the debit.  If the net US Dollar position is a debit in
  favour of the Swing Line Lender, the debit will be deemed to be a US Base
  Rate Advance in the amount of the debit. 
  If a net position is a credit in favour of the Borrower, the credit
  will be deemed to be a repayment of the Swing Line Advance by a Prime Rate
  Advance or US Base Rate Advance, as the case may be, in the amount of the
  credit to the extent of any principal amounts owing in respect thereof, and
  the Swing Line Lender will pay such amount to the Agent for repayment of the
  Loan Obligations. If, at any time, the aggregate of the Swing Line Advances
  exceeds US$10,000,000 or the equivalent in Canadian Dollars, such excess
  shall be immediately repaid by the Borrower. 
  No repayments of any Swing Line Advance shall be deemed to be a permanent
  reduction in the Credit Facility.3.4.3
  All
  interest payments and principal repayments of or in respect of the Swing Line
  Loan shall be solely for the account of the Swing Line Lender.3.4.4
  Notwithstanding
  anything to the contrary herein contained or contrary to the provisions of
  Applicable Law, if a Default or Event of Default has occurred and is
  continuing or if any Swing Line Loan is outstanding on the last day of each
  month, the Borrower shall be deemed to have made a request for, as
  applicable, a Prime Rate Advance and/or a US Base Rate Advance, and each
  Lender shall make, as applicable, a Prime Rate Advance and/or a US Base Rate
  Advance available to the Agent for the purpose of repaying the principal
  amount of the portion of the Swing Line Loan owed to the Swing Line Lender,
  in the amount of such Lenders Applicable Percentage multiplied by the amount
  of the outstanding Swing Line Loan owing to the Swing Line Lender.3.4.5
  If
  the Swing Line Lender no longer wishes to act as such, it shall notify the
  Borrower, the other Lenders and the Agent not less than 15 days prior to the
  date on which it proposes to cease acting as the Swing Line Lender.  In such event, the Agent, in consultation
  with the Borrower, may designate another Lender as the Swing Line Lender by sending
  a notice to (a) the Swing Line Lender who will no longer act as such
  (the Retiring Swing Line Lender)
  and (b) the proposed new Swing Line Lender who has agreed to act as
  such, not less than five days prior to the date on which the replacement is to
  occur. The new Swing Line Lender shall make, as necessary, a Prime Rate
  Advance and/or a US Base Rate Advance available to the Agent for the purpose
  of repaying the portion of the Swing Line Loan owed to the Retiring Swing
  Line Lender.  46


3.4.6
  If
  an Event of Default has occurred, other than an Event of Default under
  subsection 15.1.11, or if no Lender has agreed to act as a replacement for
  the Retiring Swing Line Lender (in such case, the Swing Line Lender is herein
  referred to as the Former Swing Line
  Lender), the Borrower shall be deemed to have made a request for,
  as necessary, a Prime Rate Advance and/or a US Base Rate Advance, and each
  Lender shall make, as necessary, a Prime Rate Advance and/or a US Base Rate
  Advance available to the Agent for the purpose of repaying the principal
  amount of the portion of the Swing Line Loan owed to the Former Swing Line
  Lender, in the amount of such Lenders Applicable Percentage multiplied by
  the amount of the outstanding Swing Line Loan owing to the Former Swing Line
  Lender (the Lender Swing Line Repayments).  In such event, the Borrowers right to
  obtain Swing Line Advances will cease and the amounts outstanding thereunder
  will continue to form part of the Loan Obligations.  However, if a Default under subsection
  15.1.11 of this Agreement shall have occurred and be continuing, or if an
  Event of Default under subsection 15.1.11 shall have occurred, the Lenders
  shall not make such Lender Swing Line Repayments and the provisions of
  subsection 3.4.7 shall apply.3.4.7
  If,
  before the making of a Lender Swing Line Repayment under subsection 3.4.6, a
  Default under subsection 15.1.11 shall have occurred and be continuing or an
  Event of Default under subsection 15.1.11 shall have occurred, each Lender
  shall, on the date such Lender Swing Line Repayment was to have been made,
  purchase from the Former Swing Line Lender an undivided participating
  interest in the portion of the Swing Line Loans to be repaid, in an amount
  equal to its Applicable Percentage multiplied by the amount of the
  outstanding portion of the Swing Line Loan, and immediately transfer such
  amount to the Agent for the benefit of the Former Swing Line Lender, in
  immediately available funds.  In such
  event, the Borrowers right to obtain Swing Line Advances will cease and the
  amounts outstanding thereunder will continue to form part of the Loan
  Obligations.  If at any time after any
  Lender Swing Line Repayment has been made, the Former Swing Line Lender
  receives any payment on account of the portion of the Swing Line Loan in
  respect of which such Lender Swing Line Repayment has been made, the Former
  Swing Line Lender will distribute to the Agent for the benefit of each Lender
  an amount equal to its percentage Commitment multiplied by such amount
  (appropriately adjusted, in the case of interest payments, to reflect the
  period of time during which such Lenders portion was outstanding and funded)
  in like funds as received; provided, however, that if such payment received
  by the Former Swing Line Lender is required to be returned, such Lender will
  return to the Agent for the benefit of the Former Swing Line Lender any
  portion thereof previously distributed by the Former Swing Line Lender to the
  Agent  47


for
  the benefit of such Lender in like funds as such payment is required to be
  returned by such Former Swing Line Lender.3.4.8
  Each
  Lenders obligation to make Lender Swing Line Repayments or to purchase a
  participating interest in accordance with subsections 3.4.6 and 3.4.7 shall
  be absolute and unconditional and shall not be affected by any circumstance,
  including (a) any set-off, compensation, counterclaim, recoupment,
  defence or other right which such Lender may have against any Swing Line
  Lender, the Borrower, any other Obligor or any other Person for any reason
  whatsoever, (b) the occurrence or continuance of any Default or Event of
  Default, (c) any adverse change in the condition (financial or
  otherwise) of the Borrower, any other Obligor or any other Person, (d) any
  breach of this Agreement by the Borrower or any other Person, (e) any
  inability of the Borrower to satisfy the conditions precedent to borrowing
  set forth in this Agreement on any applicable Drawdown Date for such Prime
  Rate Advance or US Base Rate Advance or participating interest to be
  purchased, or (f) any other circumstances, happening or event
  whatsoever, whether or not similar to any of the foregoing.  If any Lender does not make available the
  amount required under subsection 3.4.6 or 3.4.7, as the case may be, the
  Former Swing Line Lender shall be entitled to recover such amount on demand
  from such Lender, together with interest thereon, as applicable, at the Prime
  Rate Basis or US Base Rate Basis, as applicable, at such time from the date
  of non-payment until such amount is paid in full.3.5
  
  Evidence of IndebtednessThe
  Loan Obligations resulting from Prime Rate Advances, US Base Rate Advances,
  Libor Advances made by the Lenders shall be evidenced by records maintained
  by the Agent and by each Lender concerning those Advances it has made.  The Agent shall also maintain records of
  the Loan Obligations resulting from BA Advances and Advances by way of issuance
  of Letters of Credit, and each Lender shall also maintain records relating to
  Bankers Acceptances that it has accepted and the Issuing Lender shall
  maintain records relating to Letters of Credit it has issued. The records
  maintained by the Agent shall constitute prima
  facie evidence of the Loan Obligations and all details relating
  thereto.  After a request by the
  Borrower, the Agent or the Lender to whom the request is made will promptly
  advise the Borrower of the entries in such records.  The failure of the Agent or any Lender to
  correctly record any such amount or date shall not, however, adversely affect
  the obligation of the Borrower to pay any Loan Obligations in accordance with
  this Agreement.  The Agent shall, upon
  the reasonable request of a Lender or the Borrower, provide any information
  contained in its records of Advances by such Lender or to the Borrower, and
  the Agent, each Lender and the Borrower shall cooperate in providing all
  information reasonably required to keep all accounts accurate and up-to-date.  48


3.6
  Apportionment of AdvancesThe
  amount of each Advance will be apportioned among the Lenders by the Agent by
  reference to the Applicable Percentage of each Lender immediately prior to
  the making of any Advance, subject to the provisions of Section 5.8 with
  respect to BA Advances.  If any amount
  is not in fact made available to the Agent by a Lender, the Agent shall be
  entitled to recover such amount (together with interest thereon at the rate
  determined by the Agent as being its cost of funds in the circumstances) on
  demand from such Lender or, if such Lender fails to reimburse the Agent for
  such amount on demand, from the Borrower.3.7
  Notices IrrevocableAny
  notice (including any deemed notice provided for herein) given to the Agent
  under Article 3 or 5 may not be revoked or withdrawn.3.8
  Limits on BA Advances, Letters of Credit and Libor AdvancesNothing
  in this Agreement shall be interpreted as authorizing the Borrower to issue
  Bankers Acceptances or borrow by way of Libor Advances for a Designated
  Period expiring on a date which is after the Maturity Date.4.
  CALCULATION OF INTEREST AND FEES4.1
  Calculation of Interest on Prime Rate Advances and US Base Rate
  AdvancesThe
  principal amount of each Prime Rate Advance and each US Base Rate Advance
  shall bear interest, calculated daily, on the daily balance of each such
  Advance, from and including the Drawdown Date of, as applicable, such Prime
  Rate Advance or US Base Rate Advance, up to but excluding the day of
  repayment thereof in full at the annual rate (calculated based on a 365 or
  366 day year, as applicable) applicable to each of such days which
  corresponds to, as applicable, the Prime Rate or the US Base Rate, at the close
  of business on each of such days, plus the Applicable Margin determined in
  accordance with subsection 2.8.1.4.2
  Payment of Interest on Prime Rate Advances and US Base Rate AdvancesInterest
  on Prime Rate Advances and US Base Rate Advances calculated and payable in
  accordance with Section 4.1 shall be payable to the Agent for the
  account of the Lenders on the last Business Day of each month.4.3
  Calculation of Interest on Libor BasisThe
  principal amount of each Libor Advance shall bear interest, calculated daily,
  on the daily balance of such Advances, from and including the Drawdown Date
  up to but excluding the last day of the Designated Period of such Libor
  Advance, at the annual rate (calculated based on a 360-day year) applicable
  to each of such days which corresponds to the LIBOR applicable to each
  Selected Amount, plus the Applicable Margin determined in accordance with
  subsection 2.8.1, and shall be effective as and from and including the
  Drawdown Date.  49


4.4
  Payment of Interest on Libor BasisInterest
  on Libor Advances calculated and payable in accordance with Section 4.3
  shall be payable to the Agent for the account of the Lenders, in arrears,4.4.1
  on
  the last day of the applicable Designated Period when the Designated Period
  is one, two or three months; or4.4.2
  when
  the applicable Designated Period exceeds three months, on the last Business
  Day of each period of three months during such Designated Period and on the
  last day of the applicable Designated Period.4.5
  Fixing of LIBORNotice
  of LIBOR shall be transmitted to the Borrower at approximately 11:00 a.m.,
  two Banking Days prior to:4.5.1
  the
  date on which the Libor Advance is to be made; or4.5.2
  the
  relevant rollover date of a Libor Advance.4.6
  Interest on Miscellaneous AmountsWhere
  this Agreement does not specifically provide for a rate of interest
  applicable to an outstanding portion of the Loan Obligations, the interest on
  such portion of the Loan Obligations shall be calculated and payable on the
  Prime Rate Basis, in the case of amounts payable in Canadian Dollars, and on
  the US Base Rate Basis, in the case of amounts payable in US Dollars and
  Euros (with any amounts in Euros having been converted to US Dollars in
  accordance with the procedures set out herein), in each case payable on the
  last Business Day of each month.4.7
  Default InterestIf
  the Borrower fails to pay any principal amount of any Loan Obligations, any
  interest thereon, any fees payable hereunder or any other amount payable
  hereunder on the date when such amount is due (whether at the stated
  maturity, by acceleration or otherwise), such overdue amount shall bear
  interest, to the extent permitted by Applicable Law, from and including such
  due date up to but excluding the date of actual payment, both before and
  after demand, Default or judgment, at a rate of interest per annum equal to
  2% greater than the interest rate which is otherwise applicable (which, in
  the case of LIBOR Advances, shall be based on the existing Libor Basis, until
  the expiry of the then applicable Designated Period and thereafter based on
  successive Designated Periods of one month) from the date of such non-payment
  until paid in full (as well after, as before Default, maturity or judgment),
  with interest on overdue interest bearing interest at the same rate.  All interest payable pursuant to this Section 4.7
  shall be payable upon demand.  50


4.8
  Maximum Interest RateThe
  amount of the interest or fees payable in applying this Agreement shall not
  exceed the maximum rate permitted by Applicable Law.  Where the amount of such interest or such
  fees is greater than the maximum rate, the amount shall be reduced to the
  highest rate that may be recovered in accordance with the applicable
  provisions of Applicable Law.4.9
  Interest Act4.9.1
  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 the Interest 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.4.9.2
  The
  parties agree that all interest in this Agreement will be calculated using
  the nominal rate method and not the effective rate method, and that the
  deemed re-investment principle shall not apply to such calculations.  In addition, the parties acknowledge that
  there is a material distinction between the nominal and effective rates of
  interest and that they are capable of making the calculations necessary to
  compare such rates.5.
  BANKERS ACCEPTANCES5.1
  Advances by Bankers Acceptances and Conversions into Bankers
  Acceptances5.1.1
  Subject
  to the applicable provisions of this Agreement (including Section 6.6),
  the Borrower may request that a BA Advance be made, that one or more Advances
  not borrowed as BA Advances be converted into one or more BA Advances or that
  a BA Advance or any part thereof be extended, as the case may be (the BA Request) by written Notice of
  Borrowing to the Agent given at least four Business Days, before 10:00 a.m.,
  prior to the date of the proposed Advance (for the purposes of this Article 5
  called the Acceptance Date).  BA Advances shall be in a minimum amount of
  C$1,000,000 or C$100,000 multiples thereof. 
  Each Bankers Acceptance issued shall have a Designated Period of one,
  two, three or six months (or such other period as may be available and
  acceptable to the Lenders), and shall in no event mature on a date that is
  after the Maturity Date.5.1.2
  Prior
  to making any BA Request, the Borrower shall deliver:  51


5.1.2.1
  to
  the Lenders, in the name of each BA Lender, drafts in form and substance acceptable
  to the Agent and the Lenders, acting reasonably; and5.1.2.2
  to
  the Lenders, in the name of each Lender which is a Non-BA Lender, Discount
  Notes;completed
  and executed by its authorized signatories in sufficient quantity for the
  Advance requested and in appropriate denominations to facilitate the sale of
  the Bankers Acceptances in the financial markets.  No Lender shall be responsible or liable
  for its failure to accept a Bankers Acceptance hereunder if such failure is
  due, in whole or in part, to the failure of the Borrower to give appropriate
  instructions to the Agent on a timely basis, nor shall the Agent or any
  Lender be liable for any damage, loss or other claim arising by reason of any
  loss or improper use of any such instrument except a loss or improper use
  arising by reason of the gross negligence or wilful misconduct of the Agent,
  such Lender, or their respective employees.In
  order to facilitate issuances of Bankers Acceptances pursuant hereto in
  accordance with the instructions given from time to time by the Borrower, the
  Borrower hereby authorizes each Lender, and for this purpose appoints each
  Lender its lawful attorney, to complete and sign Bankers Acceptances on
  behalf of the Borrower, in handwritten, facsimile, mechanical or electronic
  signature or otherwise, and once so completed, signed and endorsed, and
  following acceptance of them as Bankers Acceptances, to purchase, discount
  or negotiate such Bankers Acceptances in accordance with the provisions of
  this Article 5, and to provide the Available Proceeds to the Agent in
  accordance with the provisions hereof. 
  Drafts so completed, signed, endorsed and negotiated on behalf of the
  Borrower by any Lender shall bind the Borrower as fully and effectively as if
  so performed by an authorized officer of the Borrower.  Each Lender shall maintain a record with
  respect to such instruments (a) received by it hereunder, (b) voided
  by it for any reason, (c) accepted by it hereunder and (d) cancelled
  at their respective maturities.  Each
  Lender agrees to provide such records to the Borrower upon request.5.2
  Acceptance ProcedureWith
  respect to each BA Advance:5.2.1
  The
  Agent shall promptly notify in writing each Lender of the details of the proposed
  BA Advance, specifying:5.2.1.1
  for
  each BA Lender (a) the principal amount of the Bankers Acceptances to
  be accepted by such Lender,  52


and
  (b) the Designated Period of such Bankers Acceptances; and5.2.1.2
  for
  each Non-BA Lender (a) the principal amount of the Discount Notes to be
  issued to such Lender and (b) the Designated Period of such Discount
  Notes.5.2.2
  The
  Agent shall establish the Bankers Acceptance Discount Rate at or about 10:00 a.m.
  on the Acceptance Date, and the Agent shall promptly determine the amount of
  the BA Proceeds.5.2.3
  Forthwith,
  and in any event not later than 11:30 a.m. on the Acceptance Date, the
  Agent shall indicate to each Lender, in the manner set out in Section 16.5
  and to the Borrower:5.2.3.1
  the
  Bankers Acceptance Discount Rate;5.2.3.2
  the
  amount of the Stamping Fee applicable to the Bankers Acceptances to be
  accepted by such Lender on the Acceptance Date, calculated by multiplying the
  appropriate percentage determined in accordance with subsection 2.8.1 by the
  face amount of each Bankers Acceptance (taking into account the number of
  days in the Designated Period), each such Lender being authorized by the
  Borrower to deduct such Lenders Stamping Fee out of the BA Proceeds of the
  Bankers Acceptances accepted by it;5.2.3.3
  the
  BA Proceeds of the Bankers Acceptances to be purchased by such Lender on
  such Acceptance Date; and5.2.3.4
  the
  amount obtained (the Available Proceeds)
  by deducting the Stamping Fee referred to in subsection 5.2.3.2 from the BA
  Proceeds mentioned in subsection 5.2.3.3.5.2.4
  Not
  later than 1:00 p.m. on the Acceptance Date, each Lender shall make
  available to the Agent its Available Proceeds.5.2.5
  Not
  later than 3:00 p.m. on the Acceptance Date, subject to the applicable
  provisions of this Agreement, the Agent shall transfer the Available Proceeds
  to the Borrower and shall notify the Borrower of the details of the issue.5.3
  Purchase of Bankers Acceptances and Discount NotesBefore
  giving value to the Borrower, the Lenders which are:  53


5.3.1
  BA
  Lenders shall, on the Acceptance Date, accept the Bankers Acceptances by
  inserting the appropriate principal amount, Acceptance Date and maturity date
  in accordance with the BA Request relating thereto and affixing their
  acceptance stamps thereto, and shall purchase or sell same; and5.3.2
  Non-BA
  Lenders shall, on the Acceptance Date, complete the Discount Notes by
  inserting the appropriate principal amount, Acceptance Date and maturity date
  in accordance with the BA Request relating thereto and shall purchase the
  same.5.4
  Maturity Date of Bankers AcceptancesSubject to the
  applicable notice provisions, at or prior to the maturity date of each
  Bankers Acceptance, the Borrower may:5.4.1
  give
  to the Agent a notice in the form of Exhibit D requesting that the Lenders
  convert all or any part of the BA Advance then outstanding which are maturing
  into a Prime Rate Advance; or5.4.2
  give
  to the Agent a notice in the form of Exhibit D requesting that the
  Lenders extend all or any part of the BA Advance outstanding which are
  maturing into another BA Advance by issuing new Bankers Acceptances, subject
  to compliance with the provisions of subsection 5.1.1 with respect to the
  minimum Selected Amount; or5.4.3
  by
  no later than 10:00 a.m., two Business Days prior to the maturity date
  of each Bankers Acceptance then outstanding and reaching maturity, notify
  the Agent that it intends to deposit in its account for the account of the
  Lenders on the maturity date thereof an amount equal to the principal amount of
  each such Bankers Acceptance.5.5
  Deemed Conversions on the Maturity Date of Bankers AcceptancesIf
  the Borrower does not deliver to the Agent one or more of the notices
  contemplated by subsections 5.4.1 or 5.4.2 or does not give the notice
  contemplated by subsection 5.4.3, the Borrower shall be deemed to have
  requested and given notice that the part of the BA Advance then outstanding
  which is reaching maturity be converted into a Prime Rate Advance.5.6
  Conversion and Extension MechanismIf
  under the conditions:5.6.1
  of
  subsection 5.4.1 and of Section 5.5, the Borrower requests or is deemed
  to have requested, as the case may be, that the Agent convert the portion of
  the BA Advance which is maturing into a Prime Rate Advance, the Lenders shall
  pay the Bankers Acceptances which are  54


outstanding
  and maturing.  Such payments by the
  Lenders will constitute an Advance within the meaning of this Agreement and
  the interest thereon shall be calculated and payable as such; or5.6.2
  of
  subsection 5.4.3, the Borrower makes a deposit in its account to repay a
  maturing Bankers Acceptance, without limiting in any way the generality of Section 7.10
  or 19.5, the Borrower hereby expressly and irrevocably authorizes the Agent
  to make any debits necessary in its account in order to pay the Bankers
  Acceptances which are outstanding and maturing, provided that no such debit
  will constitute a prepayment under subsection 2.7.1 or cancellation under Section 2.7.2.5.7
  No Prepayment of Bankers AcceptancesNotwithstanding
  any provision hereof, the Borrower may not repay any Bankers Acceptance
  other than on its maturity date; however, this provision shall not prevent
  the Borrower from providing escrowed funds for any Bankers Acceptance in
  accordance with Section 15.4.5.8
  Apportionment Amongst the LendersIn
  relation to each BA Advance, the Agent is authorized by the Borrower and each
  Lender to allocate between the Lenders the Bankers Acceptances to be issued
  by the Borrower and accepted and purchased by the Lenders, in such manner and
  amounts as the Agent may, in its sole discretion, consider necessary, so as
  to ensure that no Lender is required to accept and purchase a Bankers
  Acceptance for a fraction of C$100,000. 
  In the event of any such allocation by the Agent, the Lenders
  respective Commitments in any such Bankers Acceptances and repayments
  thereof shall be adjusted accordingly. 
  Further, the Agent is authorized by the Borrower and each Lender to
  cause the Applicable Percentage of one or more Lenders Advances with respect
  to Bankers Acceptances to be exceeded by no more than C$100,000 each as a
  result of such allocations, provided that the principal amount of all
  outstanding Advances of each Lender shall not thereby exceed the maximum
  amount of the respective Commitment of each Lender.  Any resulting amount by which the requested
  face amount of any such Bankers Acceptance shall have been so reduced shall
  be advanced, converted or continued, as the case may be, as a Prime Rate
  Advance, to be made contemporaneously with the BA Advance.5.9
  Days of GraceThe
  Borrower shall not claim from the Lenders any days of grace for the payment
  at maturity of any Bankers Acceptances presented and accepted by the Lenders
  pursuant to the provisions of this Agreement. 
  Further, the Borrower waives any defence to payment which might
  otherwise exist if for any reason a Bankers Acceptance shall be held by any
  Lender in its own right at the maturity thereof.  55


5.10
  Obligations AbsoluteThe obligations of the Borrower with
  respect to Bankers Acceptances shall be unconditional and irrevocable (other
  than in respect of a loss or the improper use of any Bankers Acceptance
  arising by reason of the gross negligence or wilful misconduct of the Agent,
  the Lenders or their respective employees) and shall be paid strictly in
  accordance with the provisions of this Agreement under all circumstances,
  including the following circumstances:5.10.1
  any lack of validity or enforceability of
  any draft accepted by any Lender as a Bankers Acceptance; or5.10.2
  the existence of any claim, set-off,
  defence or other right which the Borrower may have at any time against the
  holder of a Bankers Acceptance, the Lenders, or any other person or entity,
  whether in connection with this Agreement or otherwise.5.11
  Depository Bills
  and Notes ActIn the discretion of a BA Lender, Bankers
  Acceptances to be accepted by such Lender may be issued in the form of depository bills within the meaning of
  the Depository Bills and Notes Act
  (Canada) and deposited with the CDS Clearing and Depository Services Inc. or
  any successor or other clearinghouse within the meaning of the said Act
  (herein CDS) and may be made
  payable to CDS & Co.
  or in such other name as may be acceptable to CDS and thereafter dealt with
  in accordance with the procedures of CDS, consistent with the provisions
  hereof.  The Lenders are also
  authorized to issue depository bills as replacements for previously issued
  Bankers Acceptances, on the same terms as those replaced, and deposit them
  with CDS against cancellation of the previously issued Bankers Acceptances.6.
  ILLEGALITY, INCREASED COSTS,
  INDEMNIFICATION AND MARKET DISRUPTIONS6.1
  IllegalityIf any Lender determines that any Change in
  Law has made it unlawful, or that any Governmental Authority has asserted
  that it is unlawful, for any Lender or its applicable lending office to
  (a) make any Advance or maintain any Advance (or to maintain its
  obligation to make any Advance) or (b) determine or charge interest
  rates based upon any particular rate other than as a result of any breach of
  the Criminal Code (Canada),
  then, on notice thereof by such Lender to the Borrower through the Agent, any
  obligation of such Lender with respect to the activity that is unlawful shall
  be suspended until such Lender notifies the Agent and the Borrower that the
  circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower
  shall, upon demand from such Lender (with a copy to the Agent), take any
  necessary steps with respect to any Letter of Credit, and otherwise have the
  option of prepaying or, if conversion would avoid the unlawful activity,
  convert any Advances, in order to avoid the activity that is unlawful.  Upon any such prepayment or conversion, the
  Borrower shall also pay accrued interest and accrued Letter of Credit Fees on
  the amount so prepaid  56


or converted.  Each Lender agrees to designate a different
  lending office for funding or booking its Advances hereunder or to assign its
  rights and obligations hereunder to another of its offices, branches or
  affiliates if such designation will avoid the need for such notice and will
  not, in the good faith judgment of such Lender, otherwise be materially
  disadvantageous to such Lender.  No
  payment hereunder by the Borrower shall give rise to any additional
  obligations under Section19.5 or be considered
  a payment under Section 2.7.1 or any cancellation
  of the Credit Facility under Section 2.7.2.  Any Lender affected under this Section 6.1 shall give the Agent and Borrower prompt written notice of any
  change in circumstances that make it no longer subject to the circumstances
  that require any termination of obligations hereunder.6.2
  Increased Costs6.2.1
  General.  If any Change in Law
  shall:6.2.1.1
  impose, modify or deem applicable any
  reserve, special deposit, compulsory loan, insurance charge or similar
  requirement against assets of, deposits with or for the account of, or credit
  extended or participated in by, any Lender;6.2.1.2
  subject any Lender to any Tax of any kind
  whatsoever with respect to this Agreement, any Letter of Credit, any
  participation in a Letter of Credit or any Advance made by it, or change the
  basis of taxation of payments to such Lender in respect thereof, except for
  Indemnified Taxes or Other Taxes covered by Section6.3 and the imposition, or any change in the rate, of any Excluded
  Tax payable by such Lender; or6.2.1.3
  impose on any Lender or the applicable
  interbank market any other condition, cost or expense affecting this
  Agreement or Advances by or owed to such Lender or any Letter of Credit or
  participation therein;and the result of any of the foregoing
  shall be to increase the cost to such Lender of making any Advance or
  maintaining any Advance (or of maintaining its obligation to make any such
  Advance), or to increase the cost to such Lender or the Issuing Lender of
  participating in, issuing or maintaining any Letter of Credit (or of
  maintaining its obligation to participate in or to issue any Letter of
  Credit), or to reduce the amount of any sum received or receivable by such Lender
  or the Issuing Lender hereunder (whether of principal, interest or any other
  amount), then upon request of such Lender and the delivery by such Lender to
  the Borrower and the Agent of the certificate referred to in Section6.2.3, the Borrower will pay to such Lender within 30 days of the
  receipt of such request and certificate such additional amount or amounts as
  will compensate such Lender for such additional costs incurred or reduction
  suffered.  Notwithstanding  57


the foregoing, the Borrower shall only be
  obligated to pay such additional amount or amounts under this Section if
  the affected Lender, as a general practice, also requires compensation
  therefor from its other customers, where such other customers are bound by
  similar provisions to the foregoing provisions of this Section and
  where, due to the type of credit facility or other arrangements such other
  customers have with such Lender or the industry or jurisdiction where such
  other customers carry on business, such Lender would be similarly affected
  (and because of such Lenders confidentiality obligations to its other
  customers, such conditions, if applicable, shall be confirmed as having been
  satisfied by such Lender in the certificate referred to in Section6.2.3, which certificate shall be conclusive absent manifest error).6.2.2
  Capital Requirements.  If any Lender determines
  that any Change in Law affecting such Lender or any lending office of such
  Lender or such Lenders holding company, if any, regarding capital
  requirements has or would have the effect of reducing the rate of return on
  such Lenders capital or on the capital of such Lenders holding company, if
  any, as a consequence of this Agreement, the Commitments of such Lender or
  the Advances made by, or the Letters of Credit issued or participated in by
  such Lender, to a level below that which such Lender or its holding company
  could have achieved but for such Change in Law (taking into consideration
  such Lenders policies and the policies of its holding company with respect
  to capital adequacy), then from time to time the Borrower will pay to such
  Lender such additional amount or amounts as will compensate such Lender or
  its holding company for any such reduction suffered.6.2.3
  Certificates for Reimbursement.  A certificate of a Lender
  setting forth the amount or amounts necessary to compensate such Lender or
  its holding company, as the case may be, as specified in subsection 6.2.1 or 6.2.2, including reasonable detail of the basis
  of calculation thereof and the event by reason of which it has become so
  entitled with reasonable particulars, and delivered to the Borrower shall be prima facie evidence of such amount or
  amounts owed.  The Borrower shall pay
  such Lender the amount shown as due on any such certificate within ten days
  after receipt thereof.6.2.4
  Delay in Requests.  Failure or delay on the
  part of any Lender to demand compensation pursuant to this Section shall
  not constitute a waiver of such Lenders right to demand such compensation,
  except that the Borrower shall not be required to compensate a Lender
  pursuant to this Section for any increased costs incurred or reductions
  suffered more than six months prior to the date that such Lender notifies the
  Borrower of the Change in Law giving rise to such increased costs or
  reductions and of such Lenders intention to claim compensation therefor,
  unless the Change in Law giving rise to such increased costs or reductions is
  retroactive, in which case the six  58


month period referred to above shall be
  extended to include the period of retroactive effect thereof.6.3
  Taxes6.3.1
  Payments Free of Taxes.  Any and all payments by
  or on account of any obligation of each Obligor hereunder or under any other
  Loan Document shall be made free and clear of and without deduction or
  withholding for any Indemnified Taxes or Other Taxes.  If any Obligor, the Agent, or any Lender is
  required by Applicable Law to deduct or pay any Indemnified Taxes (including
  any Other Taxes) in respect of such payments by or on account of any
  obligation of an Obligor hereunder or under any other Loan Document, then
  (a) the sum payable shall be increased by that Obligor when payable as necessary
  so that after making or allowing for all required deductions and payments
  (including deductions and payments applicable to additional sums payable
  under this Section) the Agent or Lender, as the case may be, receives an
  amount equal to the sum it would have received had no such deductions or
  payments been required, (b) the Obligor shall make any such deductions
  and withholdings required to be made by it under Applicable Law and
  (c) the Obligor shall timely pay the full amount required to be deducted
  or withheld to the relevant Governmental Authority in accordance with
  Applicable Law.6.3.2
  Payment of Other Taxes by the Borrower.  Without limiting the
  provisions of Section 6.3.1, the Obligors shall
  timely pay any Other Taxes to the relevant Governmental Authority in
  accordance with Applicable Law.6.3.3
  Indemnification by the Borrower.  Each Obligor shall
  indemnify the Agent and each Lender, within thirty days after demand
  therefor, for the full amount of any Indemnified Taxes or Other Taxes
  (including Indemnified Taxes or Other Taxes imposed or asserted on or
  attributable to amounts payable under this Section) paid by the Agent or such
  Lender and any penalties, interest and reasonable expenses arising therefrom
  or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
  were correctly or legally imposed or asserted by the relevant Governmental
  Authority.  A certificate as to the
  amount of such payment or liability delivered to the Borrower by a Lender
  (with a copy to the Agent), or by the Agent on its own behalf or on behalf of
  a Lender, shall be prime facie
  evidence of such amount or payment.6.3.4
  Evidence of Payments.  As soon as practicable
  after any payment of Indemnified Taxes or Other Taxes by an Obligor to a Governmental
  Authority, the Obligor shall deliver to the Agent the original or a certified
  copy of a receipt issued by such Governmental Authority  59


evidencing such payment, a copy of the
  return reporting such payment or other evidence of such payment reasonably
  satisfactory to the Agent.6.3.5
  Status of Lenders.  Any Foreign Lender that
  is entitled to an exemption from or reduction of withholding tax under the
  law of the jurisdiction in which the applicable Obligor is resident for tax
  purposes, or under any treaty to which such jurisdiction is a party, with
  respect to payments hereunder or under any other Loan Document by such
  Obligor shall, at the request of the Borrower, deliver to such Obligor (with
  a copy to the Agent), at the time or times prescribed by Applicable Law or
  reasonably requested by the Borrower or the Agent, such properly completed
  and executed documentation prescribed by Applicable Law as will permit such
  payments to be made without withholding or at a reduced rate of withholding.  In addition, (a) any Lender, if
  requested by the Borrower or the Agent, shall deliver such other
  documentation prescribed by Applicable Law or reasonably requested by the
  Borrower or the Agent as will enable the Borrower or the Agent to determine
  whether or not such Lender is subject to such withholding or related
  information reporting requirements and (b) any Lender that ceases to be,
  or to be deemed to be, resident in Canada for the purposes of Part XIII
  of the Income Tax Act (Canada)
  or any successor provision thereto shall, within five Business Days thereof,
  notify the Borrower and the Agent in writing.6.3.6
  Treatment of Certain Refunds.  If the Agent or a Lender
  determines, in its sole discretion, that it has received a refund of any
  Taxes or Other Taxes as to which it has been indemnified by an Obligor or
  with respect to which an Obligor has paid additional amounts pursuant to this
  Section or that, because of the payment of such Taxes or Other Taxes, it
  has benefitted from a reduction in Excluded Taxes otherwise payable by it, it
  shall pay to the Borrower or other Obligor, as applicable, an amount equal to
  such refund (but only to the extent of indemnity payments made, or additional
  amounts paid, by the Borrower or other Obligor under this Section with
  respect to the Taxes or Other Taxes giving rise to such refund or reduction),
  net of all out-of-pocket expenses of the Agent or such Lender, as the case
  may be, and without interest (other than an amount equal to the net after-Tax
  amount of any interest paid by the relevant Governmental Authority, if any,
  with respect to such refund).  The
  Borrower or the other Obligor, as applicable, upon the request of the Agent
  or such Lender, shall repay the amount paid over to the Borrower or other
  Obligor (plus any penalties, interest or other Liens imposed by the relevant
  Governmental Authority) to the Agent or such Lender if the Agent or such
  Lender is required to repay such refund or reduction to such Governmental
  Authority.  This subsection shall not
  be construed to require the Agent or any Lender to make available its tax
  returns (or  60


any other information relating to its taxes
  that it deems confidential) to the Obligors or any other Person, to arrange
  its affairs in any particular manner or to claim any available refund or
  reduction.6.4
  Breakage Costs, Failure to Borrow or Repay
  After NoticeThe Borrower shall indemnify each Lender
  against any loss or expense (including any loss or expense arising from
  interest or fees payable by such Lender to lenders of funds obtained by it in
  order to make or maintain any Advance and any loss or expense incurred in
  liquidating or re-employing deposits from which such funds were obtained)
  which such Lender may sustain or incur as a consequence of any:
  (a) default by the Borrower in giving a timely Notice of Borrowing,
  (b) default by the Borrower in making payment when due of the amount of,
  or interest on, any Advance or in the payment when due of any other amount
  hereunder, (c) default by the Borrower in completing or obtaining an
  Advance after the Borrower has given notice hereunder that it desires to
  obtain such Advance, (d) default by the Borrower in making any voluntary
  reduction of the outstanding amount of any outstanding Advance after the
  Borrower has given notice hereunder that it desires to make such reduction
  and (e) the payment of any Libor Advance otherwise than on the maturity
  date thereof (including without limitation any such payment required pursuant
  to Section2.7 or upon acceleration
  pursuant to Section 15.2).  A certificate of the Agent providing
  reasonable particulars of the calculation of any such loss or expense shall
  be prima facie evidence of such
  amount owed.  If any Lender becomes
  entitled to claim any amount pursuant to this Section 6.4, it shall promptly notify the Borrower, through the Agent, of the
  event by reason of which it has become so entitled and reasonable particulars
  of the related loss or expense, provided that the failure to do so promptly
  shall not prejudice the Lenders right to claim hereunder.6.5
  Mitigation Obligations: Replacement of
  Lenders.6.5.1
  Designation of a Different Lending Office.  If any Lender requests
  compensation under Section 6.2, requires the Borrower
  to pay any additional amount to any Lender or any Governmental Authority for
  the account of any Lender pursuant to Section 6.3, then such Lender shall use reasonable efforts to designate a
  different lending office for funding or booking its Advances hereunder or to
  assign its rights and obligations hereunder to another of its offices,
  branches or affiliates, if, in the judgment of such Lender, such designation
  or assignment (a) would eliminate or reduce amounts payable pursuant to
  Section 6.2 or 6.3 or eliminate the
  illegal event giving rise to the suspension of such Lenders obligations, as
  the case may be, in the future and (b) would not subject such Lender to
  any unreimbursed cost or expense and would not otherwise be disadvantageous
  to such Lender.  The Borrower hereby
  agrees to pay all reasonable costs and expenses incurred by any Lender in
  connection with any such designation or assignment.  61


6.5.2
  Replacement of Lenders.  If any Lender requests
  compensation under Section 6.2, or if the Borrower is
  required to pay any additional amount to any Lender or any Governmental
  Authority for the account of any Lender pursuant to Section 6.3, or if any Lender defaults in its obligation to fund Advances
  hereunder, then the Borrower may, at its sole expense and effort, upon ten
  days notice to such Lender and the Agent, require such Lender to assign and
  delegate, without recourse (in accordance with and subject to the
  restrictions contained in, and consents required by, Article 18), all of its interests, rights and obligations under this
  Agreement and the related Loan Documents to an Eligible Assignee that shall
  assume such obligations (which Eligible Assignee may be another Lender, if a
  Lender accepts such Assignment), provided that:6.5.2.1
  the Borrower pays the Agent the assignment
  fee specified in subsection18.2.2.5;6.5.2.2
  the assigning Lender receives payment of an
  amount equal to the outstanding principal of its Advances and participations
  in disbursements under Letters of Credit, accrued interest thereon, accrued
  fees and all other amounts payable to it hereunder and under the other Loan
  Documents (including any breakage costs and amounts required to be paid under
  this Agreement as a result of prepayment to a Lender) from the Assignee (to
  the extent of such outstanding principal and accrued interest and fees) or
  the Borrower (in the case of all other amounts);6.5.2.3
  in the case of any such Assignment
  resulting from a claim for compensation under Section6.2 or payments required to be made pursuant to Section 6.3, such Assignment will result in a reduction in such compensation
  or payments thereafter; and6.5.2.4
  such Assignment does not conflict with
  Applicable Law.A Lender shall not be required to make any
  such Assignment or delegation if, prior thereto, as a result of a waiver by
  such Lender or otherwise, the circumstances entitling the Borrower to require
  such Assignment and delegation cease to apply.6.6
  Market for Bankers Acceptances and Libor
  AdvancesIf the Lenders determine, after reasonable
  efforts, at any time or from time to time that: (a) there no longer
  exists a market for Bankers Acceptances, or (b) as a result of market  62


conditions, (i) there exists no
  appropriate or reasonable method to establish LIBOR for a Selected Amount or
  a Designated Period or (ii) US Dollar deposits are not available to the
  Lenders in such market in the Ordinary Course in amounts sufficient to permit
  them to make a Libor Advance for a Selected Amount or a Designated Period,
  such Lenders shall so advise the Agent, and the Agent shall so notify the Borrower,
  and any such Lenders shall not be obliged to accept drafts of the Borrower
  presented to such Lenders pursuant to the provisions of this Agreement nor to
  honour any Notices of Borrowing in connection with any Libor Advances, and
  the Borrowers option to request BA Advances or Libor Advances, as the case
  may be, shall thereupon be suspended upon notice by the Agent to the Borrower
  until the circumstances giving rise to such suspension no longer exist.  Thereafter, the Lenders shall promptly
  notify the Agent, which shall promptly notify the Borrower, of any change in
  circumstances of which they become aware which results in the existence of
  such market for Bankers Acceptances or a reasonable method of establishing
  LIBOR or availability of US Dollar deposits.7.
  PROVISIONS RELATING TO PAYMENTS7.1
  Payment of Losses Resulting From a
  PrepaymentIf a prepayment in respect of a Libor
  Advance is made on a date other than the final day of the Designated Period
  applicable to such Libor Advance contrary to the provisions of this
  Agreement, simultaneously with such prepayment, the Borrower shall pay to the
  Lenders the losses, costs and expenses suffered or incurred by the Lenders
  with respect to such prepayment which are referred to in Section6.4.  Any attempted prepayment of
  a BA Advance shall be treated as a payment into an escrow account and dealt
  with in accordance with Section 15.4.7.2
  Imputation of PrepaymentsAll prepayments made in accordance with
  Section2.7 shall be applied to repay
  all or part of the principal amount of the outstanding Loan Obligations under
  the Credit Facility.7.3
  Currency of PaymentsAll payments, repayments or prepayments, as
  the case may be:7.3.1
  of principal under the Loan Obligations or
  any part thereof, shall be made in the same currency as that in which they
  are outstanding;7.3.2
  of interest, shall be made in the same
  currency as the principal amount outstanding to which they relate;7.3.3
  of fees, shall be made in US Dollars alone;
  and7.3.4
  of the amounts referred to in Section6.4, shall be made in the same currency as the losses, costs and
  expenses suffered or incurred by the Lenders.  63


7.4
  Payments by the Borrower to the AgentAll payments to be made by the Borrower in
  connection with this Agreement shall be made to the Agent, at the Branch (or
  at any other office or account in Toronto designated by the Agent) in funds
  having same day value no later than 2:00 p.m. on the day any such
  payment is due.7.5
  Payment on a Business DayEach time a payment, repayment or
  prepayment is due on a day that is not a Business Day, it shall be made on
  the next Business Day together with applicable interest during such
  extension.7.6
  Payments by the Lenders to the AgentAny amounts payable to the Agent by a
  Lender shall be paid in funds having same day value to the Agent by the
  Lenders on a Business Day at the Branch.7.7
  NettingOn any Drawdown Date (a Transaction Date), the Agent shall be
  entitled to net amounts payable on such date by the Agent to a Lender under
  this Agreement against amounts payable in the same currency on such date by
  such Lender to the Agent under this Agreement, for the account of the
  Borrower.  Similarly, on any
  Transaction Date, the Borrower hereby authorize each Lender to net amounts
  payable under this Agreement in one currency on such date by such Lender to
  the Agent, for the account of the Borrower, against amounts payable under
  this Agreement in the same currency on such date by the Borrower to such
  Lender in accordance with the Agents calculations made in accordance with
  the provisions of this Agreement.7.8
  Application of PaymentsExcept as otherwise indicated herein, all
  payments made to the Agent by the Borrower for the account of the Lenders
  shall be distributed the same day by the Agent, in accordance with its normal
  practice, in funds having same day value, among the Lenders to the accounts
  last designated in writing by each Lender to the Agent, pro rata in accordance with their
  respective Applicable Percentage, subject to adjustment, if necessary, as a
  result of any disproportion in Loan Obligations that may be owing to a
  Lender, whether as a result of the Swing Line Loan, netting pursuant to
  subsection7.7 or otherwise.7.9
  No Set-Off or Counterclaim by BorrowerAll payments by the Borrower shall be made
  free and clear of and without any deduction or withholding for or on account
  of any set-off or counterclaim.  64


7.10
  Debit AuthorizationThe Agent is hereby authorized to debit
  each of the Obligors account or accounts maintained from time to time at the
  Branch or elsewhere, for the amount of any interest or any other amounts due
  and owing hereunder from time to time payable by the Obligors, in order to
  obtain payment thereof.8.
  GUARANTEES8.1
  Guarantees8.1.1
  Within 45 days of the Closing Date, there
  shall have been delivered to the Agent, for and on behalf of and for the
  benefit of the Supported Parties, by each Material Subsidiary (as determined
  as of such date) the unconditional and unlimited guarantees of the Loan
  Obligations and the Other Supported Obligations, in form and substance
  satisfactory to the Lenders, acting reasonably.8.1.2
  Notwithstanding Section8.1.1, no Material Subsidiary shall be required to grant to the Agent,
  for and on behalf of and for the benefit of the Supported Parties, such a
  Guarantee if (a) it is prohibited from doing so under its Constating
  Documents and its Constating Documents cannot be amended to permit the
  granting of a Guarantee, provided that, if it is prohibited under its
  Constating Documents from granting an unlimited guarantee of the Loan
  Obligations and the Other Supported Obligations, but not a limited guarantee
  of the Loan Obligations and the Other Supported Obligations, it shall grant a
  limited guarantee of the Loan Obligations and the Other Supported Obligations
  to the maximum extent permitted by its Constating Documents, (b) it is
  prohibited from doing so under Applicable Law, provided that, if it is
  prohibited from granting an unlimited guarantee of the Loan Obligations and
  the Other Supported Obligations, but not a limited guarantee of the Loan
  Obligations and the Other Supported Obligations, it shall grant a limited
  guarantee of the Loan Obligations and the Other Supported Obligations to the
  maximum extent permitted by Applicable Law, (c) the Agent, in
  consultation with the Borrower, determines, acting reasonably, that the cost
  of obtaining such a guarantee of the Loan Obligations and the Other Supported
  Obligations are excessive in relation to the value of the guarantee to the
  Lenders or (d) it has been designated by the Borrower as a non-recourse Material Subsidiary and
  such designation has been accepted by each Lender.8.2
  Additional GuarantorsThe Borrower shall give prompt written
  notice to the Agent of each Person that becomes a Material Subsidiary after
  the Closing Date, and the Borrower shall, within 30 days of such Person
  becoming a Material Subsidiary, cause each such Person to become a party to
  this Agreement by delivery of an agreement in the form of Exhibit F and,
  subject to  65


Section8.1.2, to deliver to the Agent, for and on behalf of and for the
  benefit of the Supported Parties, an unconditional and unlimited guarantee of
  the Loan Obligations and the Other Supported Obligations (or, to the extent
  required by Section 8.1.2, a limited guarantee
  of the Loan Obligations and the Other Supported Obligations), in form and
  substance satisfactory to the Lenders, acting reasonably, together with all
  other items contemplated by Section 12.15 which relate
  to such Material Subsidiary.8.3
  Obligations Supported by the GuaranteesAll guarantees delivered under this
  Article8 shall support and secure
  the following debts, liabilities and obligations which, it is agreed by the
  Lenders among themselves, shall rank pari
  passu with each other:8.3.1
  the Loan Obligations;8.3.2
  the Other Supported Obligations; and8.3.3
  all other indebtedness, liabilities and
  obligations of the Obligors under the Loan Documents.8.4
  Other Supported ObligationsAs of the date of this Agreement, the Other
  Supported Obligations are those listed in Schedule C. Upon request by a
  Lender, the Agent shall, from time to time, prepare and provide the Lenders
  and the Borrower with a revision of Schedule C to reflect changes in the
  Other Supported Obligations to the extent notified in writing by the Borrower
  to the Agent, but any failure to do so shall not affect the guarantees of any
  Other Supported Obligations in favour of any Other Supported Parties.  Other Supported Obligations in favour of the
  Other Supported Parties listed on Schedule C from time to time shall be
  conclusively deemed to be guaranteed by the Guarantees (in the absence of
  manifest error) and shall not cease to be guaranteed without the prior
  written consent of the respective Other Supported Parties to whom the Other
  Supported Obligations are owed unless such Other Supported Party ceases (or,
  in the case of an Affiliate of a Lender which is an Other Supported Party,
  such Lender ceases) to be a Lender.  Each
  Other Supported Party, by its acceptance of the benefit of any Guarantees,
  shall be deemed to have accepted and be bound by the provisions of this
  Agreement applicable to Other Supported Parties and regarding the terms upon
  which the Other Supported Obligations are supported by the Guarantees, and
  authorizes and directs the Agent to act accordingly.8.5
  LimitationNotwithstanding the rights of Other
  Supported Parties to benefit from the Guarantees in respect of the Other
  Supported Obligations, all decisions concerning the Guarantees and the
  enforcement thereof shall be made by the Lenders or the Majority Lenders, as
  applicable, in accordance with this Agreement.  No Other Supported Party holding Other
  Supported Obligations from time to time shall have any additional right to
  influence the Guarantees or the enforcement thereof as a result of holding
  Other Supported Obligations as long as this Agreement remains in force.  66


9.
  CONDITIONS
  PRECEDENT9.1
  Initial
  Advance under the Credit FacilityThe
  following conditions precedent must be satisfied at or before the time of the
  initial Advance under this Agreement, unless waived by the Lenders.  Where delivery of any document or instrument
  is referred to, each such document or instrument shall be delivered to the
  Agent for and on behalf of the Lenders and shall be in full force and effect
  and in form and substance satisfactory to the Lenders.9.1.1
  Repayment of
  Existing Credit Agreement.  All obligations under or in connection with
  the Existing Credit Agreement shall have been repaid prior to or
  substantially concurrently with the initial Advance under this Agreement
  (except that outstanding L/Cs (as defined in the Existing Credit Agreement)
  shall continue to be outstanding as Letters of Credit hereunder and shall,
  together with any other Advance or Advances made upon the satisfaction or
  waiver of the conditions precedent set out in this Section 9.1, as aforesaid, constitute the initial Advance or Advances for
  purposes of this Section 9.1), and the Existing
  Credit Agreement shall have been terminated.9.1.2
  Release of
  Liens.  The Agent shall have received releases and
  discharges, or evidence thereof or payout particulars and undertakings in
  relation thereto, in relation to all Liens affecting the Property of the
  Obligors which are not Permitted Liens in all applicable jurisdictions.9.1.3
  Corporate
  and Other Information.  The Agent shall have received a certificate
  from each Canadian Obligor with copies of its Constating Documents, a list of
  its officers, directors, trustees and/or partners, as the case may be, who
  are executing Loan Documents on its behalf with specimens of the signatures
  of those who are executing Loan Documents on its behalf, and copies of the
  corporate (or other equivalent) proceedings taken to authorize it to execute,
  deliver and perform its obligations under the Loan Documents and all internal
  approvals and authorizations of each of the Canadian Obligors to permit each
  to enter into and to perform its obligations in relation thereto have been
  obtained.9.1.4
  Certificates
  of Status/Compliance.  The Agent shall have received a certificate
  of status, certificate of compliance or an equivalent certificate issued by
  the relevant Governmental Authority in respect of each Canadian Obligor,
  dated within seven days of the Closing Date, evidencing the status or good
  standing of such Canadian Obligor in its jurisdiction of incorporation or
  formation.9.1.5
  Compliance
  Certificate.  The Agent shall have received a Compliance
  Certificate dated as of the Closing Date in respect of the fiscal quarter  67


of the
  Borrower immediately preceding the Closing Date which demonstrates compliance
  with the financial covenants set out in Section11 as of the end of the September 30, 2007 fiscal quarter.9.1.6
  Opinions.  The Agent shall have
  received the following favourable legal opinion, in form and substance
  satisfactory to it: the opinion of Davies Ward Phillips & Vineberg
  LLP, counsel to the Borrower, 1715495 Ontario Inc. and 1641315 Ontario Inc.,
  addressed to the Agent and the Lenders in relation to, among other things,
  the Borrower, 1715495 Ontario Inc. and 1641315 Ontario Inc., and the Loan
  Documents to which they are a party and such other matters as the Lenders may
  reasonably require.9.1.7
  Other
  Matters.  The following conditions must also be
  satisfied:9.1.7.1
  there shall
  not have occurred or be existing any event or circumstance which has, or
  would reasonably be expected to have,material adverse effect on the business,
  property, assets, liabilities, conditions (financial or otherwise) of the
  Borrower and its Subsidiaries taken as a whole, or prospects of the Borrower
  and its Subsidiaries taken as a whole, since December 31,
  2006;9.1.7.2
  all
  reasonably documented fees and expenses payable under the Loan Documents, the
  Fee Letter and the Agency Fee Letter (including upfront fees, agency fees,
  and legal fees and expenses of the Lenders counsel invoiced prior to the
  Closing Date) shall have been paid;9.1.7.3
  as of the
  Closing Date, there are and will be no actions, suits, arbitration or administrative
  proceedings or industrial or labour disputes outstanding, pending or
  threatened against any of the Obligors which would reasonably be expected to
  have a Material Adverse Effect; and9.1.7.4
  the Agent
  shall have received such other documents as the Lenders may reasonably
  require.9.2
  Conditions
  Precedent to each AdvanceThe
  obligation of the Lenders to make any Advance (including the initial Advance)
  is subject to the conditions precedent that:9.2.1
  the
  representations and warranties contained in this Agreement, other than those
  expressly stated to be made as of a specific other date or  68


otherwise
  expressly modified in accordance with Section10.17, are true and correct in all material respects on the date of the
  Advance as if made on and as of the date of the Advance;9.2.2
  except in
  the case of Swing Line Advances, the Agent shall have received a timely,
  completed Notice of Borrowing;9.2.3
  no Default
  or Event of Default shall have occurred and be continuing;provided
  that, a rollover, conversion or extension of an existing Advance shall not be
  subject to the conditions precedent set out in Subsections 9.2.1 and 9.2.2,
  and a Notice of Borrowing shall not be required in respect of the outstanding
  L/Cs (as defined in the Existing Credit Agreement) constituting the initial
  Advance.9.3
  Waiver
  of Conditions PrecedentThe
  conditions set out in Sections9.1 and 9.2 are solely for the benefit of the Lenders.  The conditions set out in Section 9.1 may be waived by the Agent with the consent of each Lender.  The conditions set out in Section 9.2 may be waived in respect of a particular Advance by the Majority
  Lenders, without prejudice to the right of the Agent and the Lenders to
  assert any such condition in connection with any subsequently requested
  Advance.10.
  REPRESENTATIONS
  AND WARRANTIESFor so long
  as any Loan Obligations remain outstanding and unpaid (other than those Loan
  Obligations which survive the termination of this Agreement), or the Borrower
  is entitled to borrow or obtain credit hereunder (whether or not the
  conditions precedent to such borrowing or obtaining of credit have been or
  may be satisfied), the Borrower hereby represents and warrants with respect
  to itself and each other Obligor, and each other Obligor hereby represents
  and warrants with respect to itself, that:10.1
  Existence,
  Power and AuthorityIt has the
  corporate (or other equivalent) power and authority to enter into and perform
  its obligations under each Loan Document to which it is a party, and except
  as permitted under Section14.10 after the
  Closing Date, it is duly organized, validly existing and in good standing
  under the laws of the jurisdiction of its incorporation, amalgamation or
  organization.10.2
  Loan
  Documents10.2.1
  It is not
  required to obtain any Permit or to effect any filing or registration with
  any Governmental Authority in connection with the execution, delivery or
  performance of this Agreement or the other Loan Documents to which it is a
  party.  69


10.2.2
  The entering
  into and the performance by it of the Loan Documents to which it is a party
  (a) have been duly authorized by all necessary corporate or other action
  on its part, (b) do not and will not violate its Constating Documents or
  any Applicable Law, (c) do not and will not result in a breach of or
  constitute (with the giving of notice, the lapse of time or both) a default
  under or require a consent under any Material Permit or any Material Contract
  to which it is a party or by which it or its Property is bound, and
  (d) do not and will not result in the creation of any Lien on any of its
  Property and will not require it to create any Lien on any of its Property
  and will not result in the forfeiture of any of its Property.10.2.3
  Its
  Constating Documents do not restrict the power of its directors, trustees or
  partners, as the case may be, to borrow money or to give financial assistance
  by way of loan, guarantee or otherwise, except for restrictions under any
  Constating Document with which have been complied.10.2.4
  The Loan
  Documents to which it is or will be a party have been or will be duly
  executed and delivered by it (or on its behalf) and, when executed and
  delivered, will constitute legal, valid and binding obligations enforceable
  against it in accordance with their respective terms, subject to the
  availability of equitable remedies and the effect of bankruptcy, insolvency
  and other laws of general application limiting the enforceability of
  creditors rights generally, and equitable principles, and to the fact that
  equitable remedies, including specific performance and injunctive relief, are
  discretionary and may not be ordered in respect of certain defaults.10.3
  Conduct
  of Business10.3.1
  It is
  qualified to carry on business in all jurisdictions in which the Property
  owned or leased by it or the nature of the activities carried on by it makes
  such qualification necessary, except to the extent that the non-qualification
  would not reasonably be expected to have a Material Adverse Effect.10.3.2
  It has all
  Permits required to own its Property and to carry on the business in which it
  is engaged (at the time this representation and warranty is given) and all
  such Permits are in good standing, except to the extent that the absence of
  Permits or lack of good standing of Permits would not reasonably be expected
  to have a Material Adverse Effect.10.3.3
  It is not in
  violation of any Applicable Law or Contract, the violation of which would
  reasonably be expected to have a Material Adverse Effect.  70


10.3.4
  As at the Closing
  Date, the only business carried on by it is the Core Business.10.4
  LitigationThere are no
  actions, suits or legal proceedings instituted or pending nor, to its
  knowledge, threatened, against it or its Property before any arbitrator or
  any other Governmental Authority or instituted by any Governmental Authority
  which, if decided against it, would reasonably, considered on a consolidated
  basis with the other Obligors, be expected to have a Material Adverse Effect.
   As at the Closing Date, the only
  material litigation against it is described in Schedule D.10.5
  Financial
  Statements and Information10.5.1
  The
  historical financial statements which have been furnished to the Agent and
  the Lenders, or any of them, in connection with this Agreement, taken as a
  whole, are complete and fairly present the financial position of the Borrower
  on a consolidated basis as of the dates referred to therein and have been
  prepared in accordance with GAAP.10.5.2
  All
  projections, including forecasts, budgets, pro formas and business plans of
  the Borrower on a consolidated basis provided by the Borrower to the Agent
  and the Lenders, or any of them, under or in connection with this Agreement
  were prepared in good faith based on assumptions which, at the time of
  preparation thereof, were believed to be reasonable and are believed to be
  reasonable estimates of the prospects of the businesses referred to therein.10.5.3
  It is not in
  default under any Permitted Lien, or any Contract creating or otherwise
  relating to a Permitted Lien, to the extent that such defaults, together with
  any such defaults by the other Obligors, would reasonably be expected to have
  a Material Adverse Effect.10.5.4
  It has
  (a) no Debt that is not permitted under Section14.1, (b) except as disclosed in writing to the Agent, no
  material Contingent Obligations which are not disclosed or referred to in the
  most recent financial statements delivered in accordance with Section 13.1 and (c) except as disclosed in writing to the Agent, not
  incurred any Debt which is not disclosed in or reflected in such financial
  statements, other than Debt incurred in the Ordinary Course since the date of
  such financial statements.10.6
  Subsidiaries,
  etc.10.6.1
  Schedule E
  fully and fairly describes, as of the Closing Date, the ownership of all of
  its issued and outstanding Equity Interests and of Equity Interests that it
  owns in other Persons.  Except as set
  out in  71


Schedule E,
  as of the Closing Date, it does not have any Subsidiaries, direct or
  indirect, is not a partner in any partnership (general or limited) and is not
  a co-venturer in any joint venture, as of the date hereof.10.6.2
  The complete
  and accurate organization structure of the Obligors as of the Closing Date is
  set forth on Schedule E.10.7
  Title
  to PropertyIt has good
  title to all material personal or movable Property and good and marketable
  title to all material real or immovable Property or material leasehold
  interests therein owned or leased by it, free and clear from any Liens, other
  than any Permitted Liens.10.8
  TaxesIt has filed
  within the prescribed time periods all federal, provincial or other tax
  returns which it is required by Applicable Law to file, and all material
  taxes, assessments and other duties levied by each applicable Governmental
  Authority with respect to each of the Obligors have been paid when due,
  except to the extent that payment thereof is being contested in good faith by
  it in accordance with the appropriate procedures, for which adequate reserves
  have been established in its books.10.9
  InsuranceIt has
  contracted for the insurance coverage described in Section12.8, which insurance is in full force and effect.10.10
  No
  Material Adverse EffectNo event has
  occurred and no circumstance exists which would reasonably be expected to
  have a Material Adverse Effect.10.11
  Pension
  Matters10.11.1
  No steps
  have been taken to terminate any Pension Plan (wholly or in part), which
  would result in an Obligor being required to make an additional contribution
  to the Pension Plan; no contribution failure has occurred with respect to any
  Pension Plan sufficient to give rise to a Lien or charge under any Applicable
  Laws of any jurisdiction governing pension benefits; no condition exists and
  no event or transaction has occurred with respect to any Pension Plan which
  might result in the incurrence by any Obligor of any liability, fine or
  penalty; and no Obligor has any contingent liability with respect to any
  post-retirement non-pension benefit; in each case, that would reasonably be
  expected to have a Material Adverse Effect.  72


10.11.2
  Each Pension
  Plan is in compliance in all material respects with all Applicable Laws
  governing pension benefits and Taxes, (i) all contributions (including
  employee contributions made by authorized payroll deductions or other
  withholdings) required to be made to the appropriate funding agency in
  accordance with all Applicable Laws and the terms of each Pension Plan have
  been made in accordance with all Applicable Laws and the terms of each
  Pension Plan, (ii) all liabilities under each Pension Plan are fully
  funded, on a going concern and solvency basis, in accordance with the terms
  of the respective Pension Plans, the requirements of Applicable Laws
  governing pension benefits and the most recent actuarial report filed with
  Governmental Authorities with respect to the Pension Plan, and (iii) no
  event has occurred and no conditions exist with respect to any Pension Plan
  that has resulted or would reasonably be expected to result in any Pension
  Plan having its registration revoked or refused for the purposes of any
  Applicable Laws governing pension benefits or Taxes or being placed under the
  administration of any relevant pension benefits Governmental Authority or
  being required to pay any Taxes or penalties under any Applicable Laws
  governing pension benefits or Taxes, except for any exceptions to clauses
  (i) through (iii) above that would not reasonably be expected to
  have a Material Adverse Effect.10.12
  Ranking
  and PriorityThe Loan
  Obligations are unsecured unsubordinated obligations of the Borrower ranking pari passu with all other unsecured
  unsubordinated Debt of the Borrower.  The
  Guarantor Obligations are unsecured unsubordinated obligations of each
  Guarantor ranking pari passuwith
  all other unsecured unsubordinated Debt of such Guarantor.10.13
  Absence
  of DefaultThere exists
  no Default or Event of Default hereunder.10.14
  Environment10.14.1
  Other than
  as disclosed in Schedule D, there are no existing claims, demands, damages,
  suits, proceedings, actions, negotiations or causes of action of any nature
  whatsoever, whether pending or, to its knowledge, threatened, arising out of
  the presence on any Property owned or controlled by it, either past or
  present, of any Hazardous Substances, or out of any past or present activity
  conducted on any Property now owned by it, whether or not conducted by such
  or any other Obligor, involving Hazardous Substances, which would reasonably
  be expected to have a Material Adverse Effect.10.14.2
  To its
  knowledge, after due enquiry:  73


10.14.2.1
  there are no
  Hazardous Substances existing on or under any Property of any Obligor which
  constitutes a violation of any Environmental Law for which an owner, operator
  or person in control of a Property may be held liable other than such as
  would not reasonably be expected to have a Material Adverse Effect;10.14.2.2
  the business
  of each of the Obligors is being carried on so as to comply in all material
  respects with all Environmental Laws and all Applicable Laws concerning
  health and safety matters other than any non-compliance which would not
  reasonably be expected to have a Material Adverse Effect; and10.14.2.3
  no Hazardous
  Substance has been spilled or emitted into the environment contrary to
  Environmental Laws from any Property owned, operated or controlled by any
  Obligor other than such as would not reasonably be expected to have a
  Material Adverse Effect.10.15
  MinesAs of the
  Closing Date, the Goldex Mine, the Lapa Mine, the LaRonde Mine and the
  Meadowbank Mine are each owned by the Borrower.  As of the Closing Date, the Kittila Mine is
  owned by Agnico-Eagle AB, a Swedish corporation, which is an indirect,
  wholly-owned Subsidiary of the Borrower, or by another Obligor, and the Pinos
  Altos Mine is owned by Agnico-Eagle Mexico S.A. de C.V., a Mexican
  corporation which is an indirect, wholly-owned Subsidiary of the Borrower, or
  by another Obligor.10.16
  Complete
  and Accurate InformationAll written
  information, reports and other papers and data with respect to the Obligors
  or their Properties which have been furnished by the Borrower to the Agent or
  the Lenders were, at the time the same were so furnished, complete and
  correct in all material respects.  No
  document furnished or statement made in writing to the Agent or the Lenders
  by the Borrower in connection with the negotiation, preparation or execution
  of the Loan Documents at the time the same were furnished or made contains
  any untrue statement of a material fact or omits to state a material fact
  which is necessary to make the statements contained in such documents true
  and accurate in all material respects.10.17
  Survival
  of Representations and WarrantiesAll of the
  representations and warranties made hereunder are true and correct at the
  Closing Date, shall be true and correct (and shall be deemed to be repeated
  and made) as of the date of each Advance hereunder (except for rollovers and
  conversions of existing Advances and where qualified in this Article10 as being made at a particular other date, for which such
  representations and warranties shall be true and correct as at that
  particular other date, and subject to such modifications permitted herein
  which are  74


communicated
  by the Borrower to the Agent in writing), and shall survive the execution and
  delivery of this Agreement, any investigation by or on behalf of the Lenders
  or the making of any Advance hereunder, if any of the same are waived they
  shall only be waived in writing.  The
  Lenders shall be deemed to have relied upon such representations and
  warranties at each such time as a condition of making an Advance hereunder or
  continuing to extend the Credit Facility hereunder.The acceptance by the Borrower of any
  Advances issued on the Closing Date shall be deemed to be a representation
  and warranty made by the Borrower to the effect that all of the conditions
  precedent to the making of such Advances have been satisfied, except to the
  extent any such conditions precedent have been waived by the Lenders.11.
  FINANCIAL
  COVENANTSFor so long
  as any Loan Obligations remain outstanding (other than those Loan Obligations
  that survive termination of this Agreement), or the Borrower is entitled to
  borrow or obtain credit hereunder (whether or not the conditions precedent to
  such borrowing or obtaining of credit have been or may be satisfied):11.1
  Total
  Net Debt to EBITDA RatioThe Borrower
  shall, at all times, maintain a Total Net Debt to EBITDA Ratio of not more
  than 3.50:1.00, on a rolling four-quarter basis.11.2
  Current
  RatioThe Borrower
  shall, at all times, maintain a Current Ratio of not less than 1.10:1.00.11.3
  Tangible
  Net WorthFrom
  September 30, 2007 to December 30, 2007, the Borrower shall, at all times,
  have maintained a Tangible Net Worth in an amount of not less than
  US$1,300,000,000, and commencing with the fiscal quarter ending December 31,
  2007 and thereafter, the Borrower shall, at all times, have maintained or
  shall maintain, as applicable, a Tangible Net Worth in an amount of not less
  than US$1,300,000,000, plus 50% of the Borrowers consolidated net income for
  each of its fiscal quarters, on a cumulative basis, commencing with its
  fiscal quarter ending December 31, 2007 (excluding any fiscal quarters in
  which the Borrower incurs a net loss) (all as determined on a consolidated
  basis in accordance with GAAP consistently applied), plus 50% of the net proceeds
  of any public offerings of Equity Interests (other than convertible Debt) of
  the Borrower received during such fiscal quarters, on a cumulative basis.12.
  AFFIRMATIVE
  COVENANTSFor so long
  as any Loan Obligations remain outstanding (other than those Loan Obligations
  that survive termination of this Agreement), or the Borrower is entitled to
  borrow or obtain credit hereunder (whether or not the conditions precedent to
  such borrowing or obtaining of credit have been or may be satisfied), each Obligor
  agrees as follows:  75


12.1Existence and Good Standing  It
shall (a) except as may be permitted by Section 14.10, preserve and
maintain, as applicable, its corporate or other form of existence, (b) operate
its affairs in compliance with its Constating Documents and (c) except as
may be permitted by Section 14.10, remain in good standing in all
applicable jurisdictions except to the extent that a failure to remain in good
standing would not reasonably be expected to have a Material Adverse Effect.  12.2Permits  It
shall at all times maintain in effect and obtain all Permits required by it to
carry on its business, except to the extent that a failure to do so would not
reasonably be expected to have a Material Adverse Effect.  12.3Books and Records  It
shall keep or cause to be kept appropriate books and records of account and
record or cause to be recorded faithfully and accurately all transactions with
respect to its business in accordance with GAAP.  12.4Property  It
shall maintain all of its Property necessary for the proper conduct of its
business in good condition (ordinary wear and tear excepted) and make all
necessary repairs, renewals, replacements and improvements thereof, except
where the failure to do same would not reasonably be expected to have a
Material Adverse Effect.  12.5Material Contracts  It
shall maintain in good standing and shall obtain, as and when required, all
Material Contracts which it requires to permit it to acquire, own, operate and
maintain its business and Property, except to the extent that a failure to do
so would not reasonably be expected to have a Material Adverse Effect, and
perform its obligations under any Loan Document to which it is or will be a
party.  It shall cause to be faithfully
observed, performed and discharged the covenants, conditions and obligations
imposed on it under each Material Contract to which it is a party, and shall do
all other things necessary in order to protect its interests thereunder, except
to the extent and for so long as any such obligation is contested in good faith
by appropriate proceedings being diligently pursued, or except where the
failure to do same would not reasonably be expected to have a Material Adverse
Effect.  12.6Financial Information  It shall
ensure that:  12.6.1all of the historical financial statements which are furnished to
the Agent and the Lenders, or any of them, in connection with this  76


Agreement from
time to time are complete and fairly present the financial position of the
Borrower on a consolidated basis as of the dates referred to therein and are
prepared in accordance with GAAP; and  12.6.2all projections, including forecasts, budgets, pro formas and
business plans of the Borrower on a consolidated basis provided by the Borrower
to the Agent and the Lenders, or any of them, under or in connection with this
Agreement from time to time are prepared in good faith based on assumptions
which are, at the time of preparation thereof, believed to be reasonable and
are believed to be reasonable estimates of the prospects of the businesses
referred to therein.  12.7Compliance with Applicable Law  It
shall operate its business in compliance with Applicable Laws (including
Environmental Laws) except to the extent that a failure to do so would not
reasonably be expected to have a Material Adverse Effect.  12.8Insurance  It
shall maintain insurance coverage with financially sound and reputable
insurance companies or associations, including all-risk property insurance,
comprehensive general liability insurance and business interruption insurance,
in amounts and against risks customarily insured by owners of similar
businesses or Property in areas which are generally similar to those in which
the Obligors are engaged.  12.9Payment of Taxes  It
shall pay all Taxes when due and payable; withhold from each payment made to
any of its past or present employees, officers or directors, and to any
non-resident of the country in which it is resident, the amount of all Taxes
and other deductions required to be withheld therefrom and pay the same to the
proper tax or other receiving officers within the time required under any
Applicable Law; and collect from all Persons the amount of all Taxes required
to be collected from them and remit the same to the proper tax or other
receiving officers within the time required under any Applicable Law; in each
case, unless any such Taxes are (a) being contested in good faith by
appropriate proceedings promptly initiated and diligently conducted and
(b) reserves or other appropriate provision, if any, as shall be required
by GAAP shall have been made therefor.  12.10Access and Inspection  It
shall allow the employees and representatives of the Agent and/or the Lenders,
at any time during normal business hours and on reasonable notice, to have
access to and inspect the Property of the Obligors (without any invasive or
intrusive testing), to inspect and take extracts from or copies of the books
and records of the Obligors and to discuss the business, Property, liabilities,
financial position, operating results or business prospects of the Obligors
with the officers and auditors of the Obligors, all at the cost of  77


the
Agent and/or the Lenders, as the case may be; provided that, the employees and
representatives of the Lenders shall only have such access and rights of
inspection and discussion at the same time or times as the employees and
representatives of the Agent have such access and rights of inspection and
discussion. Notwithstanding the foregoing, if an Event of Default has occurred
and is continuing, it shall allow the Agent and/or the Lenders, their employees
and representatives, and any third party consultants or engineers designated by
the Agent, and their respective employees and representatives, at any time, to
have access to and inspect the Property of the Obligors, to inspect and take
extracts from or copies of the books and records of the Obligors and to discuss
the business, Property, liabilities, financial position, operating results or
business prospects of the Obligors with the officers and auditors of the
Obligors, all at the cost of the Borrower; provided that, the employees and
representatives of the Lenders shall only have such access and rights of inspection
and discussion at the same time or times as the employees and representatives
of the Agent have such access and rights of inspection and discussion.  12.11Maintenance of Accounts  It
shall maintain one or more operating accounts at the Branch or other branches
of the Agent at all times during the term of this Agreement, as well as one or
more accounts with the Swing Line Lender.  12.12Performance of Obligations  It
shall duly and punctually pay and perform its indebtedness, liabilities and
obligations hereunder and under the other Loan Documents at the times and
places and in the manner required by the terms hereof and thereof.  12.13Litigation  It
shall diligently and in good faith contest any actions, suits or legal
proceedings instituted and outstanding or pending against it, the outcome of
which would reasonably be expected to have a Material Adverse Effect, and shall
make such reserves or other appropriate provision therefor, if any, as shall be
required by GAAP.  12.14Payment of Fees and Other Expenses  Whether
the transactions contemplated by this Agreement are concluded or not and
whether or not any part of the Credit Facility is actually advanced, in whole
or in part, the Borrower shall pay:  12.14.1the reasonable, documented costs of syndicating, as well as the
legal fees and costs incurred by the Agent, acting on behalf of the Lenders,
for the preparation, negotiation, execution, delivery, administration,
registration, publication and/or service of the term sheet and related
documentation, this Agreement and the other Loan Documents, as well as any
amendments, modifications, waivers, consents or examinations pertaining to this
Agreement and the other Loan Documents; and  78


12.14.2all reasonable, documented fees and out-of-pocket costs and
expenses, including the legal fees and costs, incurred by the Agent, any Lender
or the Issuing Lender to preserve, enforce, protect or exercise its rights
hereunder or under the other Loan Documents, including all such fees and costs
incurred during any workout, restructuring or negotiations in respect of the
Credit Facility, any Advances and any Loan Obligations, provided that the
Borrower shall not be required to pay the legal fees of more than one set of
counsel for the Agent and the Lenders as a collective unit, without limiting
that collective unit from retaining as many counsel in as many jurisdictions as
that collective unit requires, acting together;  provided
that, the Borrower shall not be responsible for the fees and expenses of any
independent engineer or independent consultants appointed or consulted pursuant
to Section 19.3 except to the extent that such appointment or consultation
occurred upon and during the continuance of an Event of Default. All amounts
due to the Agent and the Lenders pursuant to this Section 12.14 shall bear
interest on the Prime Rate Basis from the date that is 30 days following demand
(together with the delivery of any relevant invoice) by the Agent until the Borrower
has paid the same in full, with interest on unpaid interest. The obligations of
the Borrower under this Section 12.14 as such obligations relate to costs
and expenses incurred prior to the repayment of the Loan Obligations and
termination of the Credit Agreement shall survive the repayment of the Loan
Obligations and the termination of the Commitments.  12.15Post-Closing Loan Documents, etc.  In
addition to the requirement for the Obligors (other than the Borrower) to have
delivered Guarantees to the Agent within forty-five days of the Closing Date in
accordance with Section 8.1, the Obligors shall deliver, or cause to have
been delivered to the Agent within forty-five days of the Closing Date:  12.15.1favourable legal opinions, each in form and substance satisfactory
to the Lenders, of counsel to the Guarantors, addressed to the Agent and the
Lenders in relation to, among other things, the Guarantors and the Loan
Documents to which they are a party and such other matters as the Lenders may
reasonably require;  12.15.2certificates from each Guarantor, or in the case of the Canadian
Guarantors, updated certificates, with copies of its Constating Documents, a
list of its officers, directors, trustees and/or partners, as the case may be,
who are executing or who have executed Loan Documents on its behalf with
specimens of the signatures of those persons, and copies of the corporate (or
other equivalent) proceedings taken to authorize it to execute, deliver and
perform its obligations under the Loan Documents and all internal approvals and
authorizations of each of the Obligors to permit each to enter into, or to have
entered into, and to perform its obligations in relation thereto;  79


12.15.3a certificate of status, certificate of compliance or an equivalent
certificate issued by the relevant Governmental Authority, where available, in
respect of each Guarantor, with a current date, evidencing the status or good
standing of such Guarantor in its jurisdiction of incorporation or formation;  12.15.4if searches or inquiries of public record (or equivalent searches or
inquiries) can be made in a relevant jurisdiction, search reports, reporting on
customary searches and inquiries, from counsel to each Obligor providing
evidence that there are no Liens on the Property of the Obligors other than
Permitted Liens; and  12.15.5such other ancillary documents and instruments relating to the
Guarantees and the Guarantors as the Lenders may reasonably require.  13.REPORTING AND NOTICE REQUIREMENTS  During the
term of this Agreement (excluding the duration of any provision hereof that
survives termination of this Agreement), the Borrower shall deliver the reports
specified below and shall give notices in the circumstances specified below,
all in a form satisfactory to the Lenders, acting reasonably.  13.1Financial and Other Reporting  13.1.1The Borrower shall, as soon as practicable and in any event within
60 days of the end of each of its first three fiscal quarters, cause to be
prepared and delivered to the Agent, its unaudited consolidated financial
statements as at the end of such quarter, in each case including, without
limitation, balance sheet, statement of income and retained earnings, statement
of changes in financial position and managements discussion and analysis.  13.1.2The Borrower shall, as soon as practicable and in any event within
120 days after the end of each of its fiscal years, prepare and deliver to the
Agent its consolidated annual financial statements, including, without
limitation, balance sheet, statement of income and retained earnings, statement
of changes in financial position for such fiscal year and managements
discussion and analysis, together with the notes thereto, which shall be
audited by a nationally recognized accounting firm.  13.1.3The Borrower shall, concurrently with the delivery of the quarterly
and annual financial statements referred to in subsections 13.1.1 and 13.1.2,
provide the Agent with a Compliance Certificate.  13.1.4The Borrower shall, concurrently with the delivery of the quarterly
and annual financial statements referred to in subsections 13.1.1 and 13.1.2,
provide the Agent with a report setting forth each Derivative  80


Instrument to
which it or any other Obligor is a party, together with the counterparty
thereto and the Obligor Hedging Exposure thereunder.  13.1.5The Borrower shall, concurrently with the delivery of the quarterly
and annual financial statements referred to in subsections 13.1.1 and 13.1.2,
provide the Agent with an operating report on the mines owned and controlled by
it and its Subsidiaries (being the Chief Operating Officers Quarterly Report
to the Board of Directors) in reasonable detail as required by the Lenders.  13.1.6The Borrower shall, concurrently with the delivery of the annual
financial statements referred to in subsection 13.1.2, provide the Agent with a
copy of its mineral reserve statements in reasonable detail.  13.1.7The Borrower shall, as soon as practicable and in any event within
270 days after the end of each of its fiscal years, provide the Agent with
copies of its annual life of mine plans in reasonable detail.  13.1.8The Borrower shall, promptly upon the filing, publishing, delivery
or reporting by or on behalf of the Borrower or any other Obligor of any
release, report, statement (including financial statements) or document to any
regulatory authority, provide a copy of each such release, report, statement or
document to the Agent except in circumstances where such filing is made on a
confidential basis, in which case it shall deliver a copy thereof when such
filing is no longer confidential.  13.1.9The Borrower shall promptly provide the Agent with all other
information, reports and certificates reasonably requested by the Agent from
time to time concerning the business, financial condition and Property of the
Borrower and each other Obligor.  If
there is any change in a fiscal year from the accounting policies, practices
and calculation methods used by the Borrower in preparing its financial
statements, or components thereof, the Borrower shall provide the Lenders with
all information that the Lenders require to ensure that reports provided to the
Lenders, after any such change, are comparable to previous reports. In
addition, all calculations made for the purposes of this Agreement shall,
unless and until modified in accordance with Section 1.4, continue to be
made based on the accounting policies, practices and calculation methods that
were used in preparing the financial statements immediately before this
Agreement came into effect if the changed policies, practices and methods would
affect the results of those calculations.  13.2Requirements for Notice  The
Borrower shall, promptly after it becomes aware thereof, notify the Agent of:  13.2.1any Default or Event of Default;  81


13.2.2any new Material Subsidiary as contemplated by Section 8.2;  13.2.3the occurrence of any action, suit, dispute, arbitration,
proceeding, labour or industrial dispute or other circumstance affecting it,
the result of which if determined adversely would reasonably be expected to
have a Material Adverse Effect, and shall from time to time provide the Agent
with all reasonable information requested by any of the Lenders concerning the
status thereof;  13.2.4any violation, alleged violation, notice of infraction, order,
claim, suit or proceeding relating to Environmental Laws or the presence of
Hazardous Substances on or originating from the Property or operations of any
Obligor which would reasonably be expected to have a Material Adverse Effect;  13.2.5notice of any acquisition by an Obligor of (a) any Equity
Interests of any other Person (other than a Person that was, immediately prior
thereto, a Subsidiary of the Borrower) or (b) a business or undertaking or
division of any other Person (other than a Person that is the Borrower or a
Subsidiary of the Borrower), in each case as permitted by Section 14.3.1,
promptly upon any Obligor making a public announcement in respect thereof or,
if no public announcement is made, upon the occurrence of any such acquisition,
and such information relating to such acquisition as the Lenders may reasonably
request in relation thereto; and  13.2.6the occurrence or existence of event or circumstance known to it
which would reasonably be expected to have a Material Adverse Effect.  14.NEGATIVE COVENANTS  For so long as any Loan
Obligations remain outstanding (other than those Loan Obligations that survive
termination of this Agreement), or the Borrower is entitled to borrow or obtain
credit hereunder (whether or not the conditions precedent to such borrowing or
obtaining of credit have been or may be satisfied), no Obligor shall, without
the prior written consent of the Majority Lenders:  14.1Debt  Incur,
assume or permit to exist any Debt other than Permitted Debt. For greater
certainty, no Subsidiary of the Borrower shall guarantee, or otherwise enter
into any arrangement to assure the payment or performance of, any obligations
of any Obligor to any Other Derivative Counterparty, and the Borrower shall not
guarantee, or otherwise enter into any arrangement to assure the payment or
performance of, any obligations of any other Obligor to any Other Derivative
Counterparty.  82


14.2Liens  Create,
assume, enter into, or permit to exist, any Lien on its Property other than
Permitted Liens.  14.3Investments  Make
any Investment other than:  14.3.1Investments in the Core Business or in a business ancillary to or
complementary to the Core Business which are made at a time when no Default or
Event of Default has occurred which is continuing and no Default or Event of
Default would result from such Investment;  14.3.2Investments in Cash Equivalents; or  14.3.3Investments by an Obligor in another Obligor.  14.4Distributions  Make
any Distribution to a Person other than the Borrower or an Obligor if a Default
or an Event of Default has occurred which is continuing or if a Default or
Event of Default would occur as a result of the Distribution.  14.5Asset Dispositions  Make
any Asset Disposition of any Material Assets except:  14.5.1for sales of inventory;  14.5.2as permitted under Section 14.10;  14.5.3for sales in the Ordinary Course of obsolete or redundant equipment
or equipment of no further use in an Obligors business, unless a Default or an
Event of Default has occurred and is continuing or would result therefrom; or  14.5.4where the aggregate Net Cash Proceeds of Asset Dispositions made on
Arms Length terms by the Obligors in any fiscal year of the Borrower does not
exceed US$50,000,000 (or the equivalent thereof in other relevant currencies),
unless a Default or an Event of Default has occurred and is continuing or would
result therefrom; or  14.5.5from an Obligor to another Obligor other than, subject to
Section 14.5.4, any Asset Disposition of the Goldex Mine, the Lapa Mine,
the LaRonde Mine or the Meadowbank Mine, or any part thereof.  14.6Derivative Instruments  14.6.1Enter into any Derivative Instrument:  83


14.6.1.1with any Person other than a Lender or an Affiliate of a Lender or
an Other Derivative Counterparty;  14.6.1.2for any purpose other than hedging or mitigating of interest rate,
commodity or foreign exchange risks to which any Obligor is exposed in the
conduct of its business or the management of its liabilities, and not for the
purpose of speculation; or  14.6.1.3on a margin call basis or where the applicable Obligor has granted
the applicable counterparty security for any obligations under the Derivative
Instrument.  14.6.2Make commitments to deliver gold or any other commodity that it
produces that in the aggregate exceed 75% of the Borrowers scheduled
production (on a consolidated basis) of such commodity in any three month
period.  14.7Line of Business  Carry
on business activities that differ materially or substantially from the Core
Business.  14.8Affiliate Transactions  Enter
into any transaction of any kind with any Affiliate or Associate (except any
Obligor), or Person of which it is an Associate (except any Obligor), except on
a commercially reasonable basis as if it were dealing with such Person at Arms
Length.  14.9Subordinated Debt  Pay
any amount in relation to any Subordinated Debt other than as expressly
permitted under any applicable Intercreditor Agreement.  14.10Liquidation and Amalgamation  14.10.1Enter into any merger, consolidation, amalgamation, statutory
arrangement (involving a business combination) or other reorganization, or
liquidate, wind-up or dissolve itself (or suffer any liquidation, wind-up or
dissolution), or any Capital Reorganization, other than:  14.10.1.1any Capital Reorganization of a Guarantor;  14.10.1.2any Capital Reorganization of the Borrower in which the holders of
the Equity Interests of the Borrower immediately prior to the Capital
Reorganization continue to have, directly or indirectly, more than 50% of the
Equity Interests of the Borrower or applicable  84


Successor Entity immediately after such
Capital Reorganization and no Default or Event of Default would result from
such Capital Reorganization;  14.10.1.3any Subsidiary of an Obligor that is not an Obligor may be merged,
amalgamated or consolidated (including by way of liquidation or wind-up) with
or into an Obligor so long as no Default or Event of Default is then existing
and no Default or Event of Default would result from the consummation of such
merger, amalgamation or consolidation;  14.10.1.4an Obligor (the Predecessor Obligor) may be merged, amalgamated or
consolidated with or into any other Person (which may be an Obligor) provided
that:  (a)the successor entity formed as a result of such merger,
consolidation, amalgamation, statutory arrangement or other reorganization
(each, a Successor Entity) shall (i) have the corporate (or analogous)
power and authority to perform the obligations of the Predecessor Obligor under
the Loan Documents to which the Predecessor Obligor is party,
(ii) expressly confirm and, if necessary, assume all the obligations of
the Predecessor Obligor under this Agreement and the other Loan Documents to
which the Predecessor Obligor is a party pursuant to such documentation as may
be reasonably satisfactory to the Agent;  (b)the merger, amalgamation or consolidation does not materially impair
the ability of any Obligor to perform its obligations under any Loan Document
to which it is a party; and  (c)no Default or Event of Default is then existing and no Default or
Event of Default would result from the consummation of such merger,
amalgamation or consolidation.  15.EVENTS OF DEFAULT AND ENFORCEMENT  15.1Events of Default  The
occurrence of any of the following events shall constitute an Event of Default:  15.1.1If the Borrower fails to pay any principal amount of any Advance
when due and payable; or  85


15.1.2If
the Borrower fails to pay any amount of interest, fees, commissions or other
Loan Obligations (other than amounts on account of principal) when due, and
such failure continues for 5 Business Days after such amount becomes due; or  15.1.3If
any representation or warranty made by any Obligor or deemed to have been made
by any Obligor pursuant to this Agreement, or any representation or warranty
made by an officer of any Obligor in any Loan Document or in any certificate,
agreement, instrument or written statement delivered by any Obligor or by an
officer of any Obligor pursuant thereto was, at the time the same was made,
incorrect in any material respect, and if the circumstances giving rise to such
incorrect representation or warranty are capable of being corrected (such that
thereafter such representation or warranty would be correct), such
representation or warranty remains uncorrected for a period of 30 days after
the Obligor becomes aware that such representation or warranty was incorrect,
whether on its own or by notice from the Agent; or  15.1.4If
any Obligor breaches or fails to perform any of its obligations or undertakings
hereunder or under any other Loan Document not otherwise contemplated by this Section 15.1
and has not remedied the Default within 30 days following the date on which the
Agent has given written notice to the Borrower; or  15.1.5If
any of the financial covenants set out in Article 11 are not complied
with; or  15.1.6If
a default occurs under one or more agreements or instruments relating to Debt
of the Borrower or any Material Subsidiary other than the Loan Obligations, if
the effect of such default is to accelerate, or to permit the acceleration of
the due date of such Debt (whether or not acceleration actually occurs), or if
the Borrower or any Material Subsidiary fails to pay any amount under any
Derivative Instrument when due, whether at maturity, upon acceleration, demand
or otherwise; in an aggregate amount of US$50,000,000 or more (or the
equivalent thereof in any other currency); or  15.1.7If
the Borrower or any Material Subsidiary ceases or threatens to cease to carry
on its business (except as otherwise permitted by Section 14.10) or admits
its inability or fails to pay its Debt generally; or  15.1.8If
an Obligor denies its obligations under the Loan Documents or claims any of the
Loan Documents to be invalid or unenforceable, in whole or in part; or any of
the Loan Documents is invalidated or determined to be unenforceable by any act,
regulation or action of any Governmental Authority or is determined to be
invalid or unenforceable by a court or other judicial entity of competent  86


jurisdiction
and such determination has not been stayed pending appeal, unless such
invalidity or unenforceability can be cured and such invalidity or
unenforceability is cured within 30 consecutive days of notice thereof being
given by the Agent to the Borrower of the occurrence of such invalidity or
unenforceability, unless such invalidity or unenforceability occurred as a
result of a contest initiated, acquiesced in or consented to by an Obligor; or  15.1.9If
one or more judgments are rendered by a court of competent jurisdiction against
the Borrower or any Material Subsidiary in an aggregate amount in excess of
US$20,000,000 (or, if applicable, the equivalent thereof in other currencies)
and (a) the same are not released, bonded, satisfied, discharged, vacated,
stayed or accepted for payment by an insurer within 45 consecutive days after
their entry, commencement or levy or (b) such Person is not contesting
such judgments or decrees in good faith and by appropriate proceedings and
adequate reserves in accordance with GAAP have not been set aside on its books;
or  15.1.10If
Property of the Borrower or any Material Subsidiary having an aggregate value
of more than US$20,000,000 (or, if applicable, the equivalent thereof in other
currencies) is seized or taken possession of (or subject to other similar legal
proceedings by a creditor for seizure or possession of Property) (the Seizure Proceeding), except to the extent
that the applicable Person is diligently and in good faith contesting any such
Seizure Proceeding by appropriate proceedings and such Seizure Proceeding
remains undismissed or unstayed for a period of 60 consecutive days; or the
Borrower or any Material Subsidiary takes any action in furtherance of, or
indicates its consent to, approval of, or acquiescence in, any such Seizure
Proceeding; or  15.1.11If (a) the
Borrower or any Material Subsidiary commits an act of bankruptcy within the
meaning of the Bankruptcy and Insolvency Act
(Canada) or any other applicable legislation in any applicable jurisdiction,
makes an assignment in favour of its creditors, consents to the filing of an
application for a bankruptcy order against it, files a notice of intention to
make a proposal or a proposal within the meaning of the Bankruptcy and Insolvency Act (Canada) or
the Companies Creditors Arrangement Act
(Canada) or takes such action or any other action for the relief of debtors
under any other applicable legislation in any applicable jurisdiction, or makes
a motion to a tribunal to name, or consents to, approves or accepts the
appointment of a trustee-in-bankruptcy, receiver, liquidator, sequestrator or
other similar official with respect to itself or its Property, commences any
other proceeding with respect to itself or its Property under the provisions of
any Applicable Law contemplating reorganizations, proposals, rectifications,
compromises or liquidations in connection  87


with
insolvent Persons, in any jurisdiction whatsoever, (b) a
trustee-in-bankruptcy, receiver, liquidator or sequestrator is named with
respect to the Borrower, any Material Subsidiary or any of their respective
Property or the Borrower or any Material Subsidiary is judged insolvent or
bankrupt or (c) a proceeding seeking to name a trustee-in-bankruptcy,
receiver, liquidator, sequestrator or other similar official, or to force the
Borrower or any Material Subsidiary into bankruptcy, is commenced against the
Borrower or such Material Subsidiary (an Insolvency
Proceeding) unless the applicable Person is diligently and in good
faith contesting such Insolvency Proceeding by appropriate proceedings and such
Insolvency Proceeding is not settled or withdrawn within 60 consecutive days of
its commencement; or  15.1.12If
there occurs any Change of Control of the Borrower.  15.2
  Remedies  Upon
the occurrence of any Event of Default which is continuing, the Agent may, at
its option, and shall, if required to do so by the Majority Lenders, declare
immediately due and payable, without presentation, demand, protest or other
notice of any nature, which the Borrower hereby expressly waives,
notwithstanding any provision to the contrary effect in this Agreement or in
the other Loan Documents:  15.2.1the
entire amount of the Loan Obligations, including (subject to Section 15.4)
the amount corresponding to the face amount of all Letters of Credit then
outstanding, the principal amount of the BA Advances then outstanding, in
principal and interest, notwithstanding the fact that one or more of the
holders of the Bankers Acceptances have not demanded payment in whole or in
part or have demanded only partial payment from the Lenders, and the amount of
the Other Supported Obligations.  The
Borrower shall not have the right to invoke against the Agent or the Lenders
(or any Affiliate of any Lender) any defence or right of action, indemnification
or compensation of any nature or kind whatsoever that the Borrower may at any
time have or have had with respect to any holder of one or more of the Letters
of Credit, Derivative Instruments or Bankers Acceptances issued in accordance
with the provisions hereof; and  15.2.2an amount equal to the amount of losses, costs and expenses assumed
by the Lenders and referred to in Sections 6.4 and  19.14; and  the
Credit Facility shall cease and as and from such time shall be cancelled, and
the Lenders may exercise all of their rights and recourses under the provisions
of this Agreement and of the other Loan Documents.  For greater certainty, (i) from and
after the occurrence and during the continuance of any Default or Event of
Default, the Lenders shall not be obliged to make any further Advances under
the Credit Facility and (ii) after the Agent makes a declaration as
contemplated by this Section 15.2 or the Loan  88


Obligations
otherwise become immediately due and payable, no Event of Default may be cured
by the Obligors.  15.3
  Notice  Except
where otherwise expressly provided herein, no notice or demand of any nature is
required to be given to the Borrower by the Agent in order to put the Borrower
in default, the latter being in default by the simple lapse of time granted to
execute an obligation or by the simple occurrence of a Default.  15.4
  Escrowed
  Funds for Letters of Credit and Bankers Acceptances  15.4.1Immediately upon any Loan Obligations becoming due and payable under
Section 15.2, the Borrower shall, without necessity of further act or
evidence, be and become thereby unconditionally obligated to deposit forthwith
with the Agent for the benefit of, as applicable, the Issuing Lender and each
other Lender cash or Cash Equivalents equal to the full face amount at maturity
of all Letters of Credit and Bankers Acceptances then outstanding for its
account.  15.4.2On that day which is 5 Business Days prior to the Maturity Date, the
Borrower shall, without necessity of further act or evidence, be and become
unconditionally obligated to deposit forthwith with the Agent for the benefit
of the Issuing Lender cash or Cash Equivalents equal to the full face amount at
maturity of all Letters of Credit then outstanding.  15.4.3In
the event of any purported prepayment of a Bankers Acceptance or if the
Borrower otherwise requests that it be permitted to cash collateralize a
Bankers Acceptance, it shall, without necessity of further act or evidence, be
and become thereby unconditionally obligated to deposit forthwith with the
Agent for the benefit of the Lenders cash or Cash Equivalents equal to the full
face amount at maturity of all applicable Bankers Acceptances.  15.4.4The
Borrower hereby unconditionally promises and agrees to deposit with the Agent
immediately upon demand cash or Cash Equivalents in the amount so demanded.  15.4.5The
Borrower authorizes the Lenders, or any of them, to debit its accounts with the
amount required to pay such Letters of Credit 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, or obtained by, the Agent
pursuant to such a demand in respect of Bankers Acceptances and Letters of
Credit shall be applied against, and shall reduce, pro rata among the Lenders, to the extent of the amounts
paid to, or obtained by, the Agent in respect of Bankers Acceptances and
Letters of Credit, respectively, the obligations of the Borrower to pay amounts
then or thereafter payable under Bankers Acceptances and Letters of Credit,  89


respectively,
at the times amounts become payable thereunder. 
The Borrower shall be entitled to receive interest on cash or Cash
Equivalents held by the Agent under this Section if no Event of Default
has occurred and is continuing, but neither the Agent nor any Lender shall be
responsible for the rate of return, if any, earned on such amounts.  15.4.6If
the Agent holds cash or Cash Equivalents in the amount of the full face amount
of the outstanding Letters of Credit and Bankers Acceptances at the Maturity
Date, such cash and Cash Equivalents shall be the property of the Lenders to be
applied as set out in Section 15.4.5, and except for any obligations
herein which by their terms survive termination of this Agreement and which may
relate to such outstanding Letters of Credit and Bankers Acceptances, the
Borrower shall have no further obligations under or in connection with such
Letters of Credit or Bankers Acceptance.  15.5
  Costs  If
an Event of Default occurs, and within the limits contemplated by Section 12.14,
the Agent may impute to the account of the Lenders and pay to other Persons
reasonable sums for services rendered with respect to obtaining payment
hereunder and may deduct the amount of such costs and payments from the
proceeds which it receives therefrom. 
The balance of such proceeds may be held by the Agent and, when the Agent
decides it is opportune, may be applied to the account of the part of the Loan
Obligations of the Borrower to the Lenders which the Agent deems preferable,
without prejudice to the rights of the Lenders against the Borrower for any
loss of profit.  15.6
  Relations
  with the Obligors  The
Agent may grant extensions, renounce security (if any security has, at the time
been granted to the Agent), accept compromises, grant acquittances and releases
and otherwise negotiate with the Obligors, as it deems advisable without in any
way diminishing the liability of the Obligors nor prejudicing the rights of the
Lenders hereunder.  15.7
  Application
  of Proceeds  Notwithstanding
any other provision of this Agreement or any other Loan Document, the Agent
shall apply the proceeds of realization arising from the enforcement of this
Agreement or any other Loan Document and of any credit or compensating balance
in reduction of the Loan Obligations and the Other Supported Obligations on a pro rata basis.  90


16.
  THE AGENT AND THE LENDERS  16.1
  Authorization
  of Agent  Each
Lender hereby irrevocably appoints and authorizes the Agent to act for all
purposes as its agent hereunder and under the other Loan Documents with such powers
as are expressly delegated to the Agent by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto.  The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement.  As to any matters not expressly provided for
by this Agreement, the Agent shall act hereunder or in connection herewith in
accordance with the instructions of the Lenders in accordance with the
provisions of this Article, but in the absence of any such instructions, the
Agent may (but shall not be obliged to) act as it shall deem fit in the best
interests of the Lenders, and any such instructions and any action taken by the
Agent in accordance herewith shall be binding upon each Lender.  The Agent and its Related Parties shall not,
by reason of this Agreement, be deemed to be a trustee or fiduciary for the
benefit of any Lender, any Obligor or any other Person, irrespective of whether
a Default or Event of Default may have occurred.  Neither the Agent nor any of its Related
Parties shall be responsible to the Lenders for (a) any recitals,
statements, representations or warranties contained in this Agreement or any
other Loan Document or in any certificate or other document referred to, or
provided for in, or received by any of them under, this Agreement, (b) the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or any collateral provided for
thereby, (c) the satisfaction of any condition specified in this
Agreement, other than to confirm receipt of items expressly required to be
delivered to the Agent or (d) any failure by the Borrower or any other
Obligor to perform its obligations hereunder or under any other Loan
Documents.  The Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Agent from among the Lenders (including the Person serving as Agent) and their
respective Affiliates.  The Lenders agree
that the Agent may employ agents and attorneys and shall not be responsible for
the negligence or misconduct of any such agents or attorneys selected by it
with reasonable care.  Neither the Agent
nor any of its Related Parties shall be responsible to the Lenders for any
action taken or omitted to be taken by it or its Related Parties under or in
connection herewith, except for its or their own gross negligence or wilful
misconduct. Notwithstanding the foregoing, the Agent may, without the consent
of the Lenders, but for greater certainty only, with the consent of the other
parties hereto, make amendments to the Loan Documents that are for the sole
purpose of curing any immaterial or administrative ambiguity, defect or inconsistency,
but the Agent shall promptly notify the Lenders of any such action.  16.2
  Agents
  Responsibility  16.2.1The Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message,
Internet or intranet posting or other distribution) believed by it to be
genuine and to have been signed, sent or otherwise authenticated by the proper
Person.  The Agent may also rely upon any
statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with
any condition  91


hereunder
to the making of an Advance that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Lender, the Agent may presume that such
condition is satisfactory to such Lender or the Issuing Lender unless the Agent
shall have received notice to the contrary from such Lender or the Issuing
Lender prior to the making of such Advance. 
The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.  The Agent may deem and treat each Lender as
the holder of the Commitment made by such Lender for all purposes hereof unless
and until an Assignment has been completed in accordance with Section 18.2.  16.2.2The Agent shall not be deemed to have knowledge of the occurrence of
a Default or Event of Default unless the Agent has received notice from a
Lender or the Borrower describing such a Default or Event of Default and
stating that such notice is a Notice of
Default.  In the event that
the Agent receives such a notice of the occurrence of a Default or Event of
Default or otherwise becomes aware that a Default or Event of Default has
occurred, the Agent shall promptly give notice thereof to the Lenders.  The Agent shall take such action with respect
to such Default or Event of Default as shall be reasonably directed by the Lenders
in accordance with the provisions of this Article provided that, unless
and until the Agent shall have received such directions, the Agent may (but
shall not be obliged to) take such action, or refrain from taking such action,
with respect to such a Default or Event of Default as it shall deem advisable
in the best interest of the Lenders.  The
Agent shall not be required to take any action that, in its opinion or in the
opinion of its counsel, may expose the Agent to liability or that is contrary
to any Loan Document or Applicable Law.  16.2.3Except (in the case of the Agent) for notices, reports and other
documents and information expressly required to be furnished to the Lenders by
the Agent hereunder, the Agent shall have no duty or responsibility to provide
any Lender with any credit or other information concerning the affairs or
financial condition of the Obligors which may come to the attention of the
Agent, except where provided to the Agent for the Lenders as set out
herein.  Nothing in this Agreement shall
oblige the Agent to disclose any information relating to the Obligors if such
disclosure would or might, in the opinion of the Agent, constitute a breach of
any Applicable Law or duty of secrecy or confidence.  16.2.4The Agent shall have no responsibility (a) to any Obligor on account
of the failure of any Lender to perform its obligations hereunder or under any
other Loan Document or (b) to any Lender on account of the  92


failure
of any Obligor to perform its obligations hereunder or under any other Loan
Document.  16.2.5Each Lender severally represents and warrants to the Agent that it
has made its own independent investigation of the financial condition and
affairs of the Obligors in connection with the making and continuation of its
Commitment and has not relied on any information provided to such Lender by the
Agent in connection herewith, and each Lender represents and warrants to the
Agent that it shall continue to make its own independent appraisal of the
creditworthiness of the Obligors while any Loan Obligations are outstanding or
the Lenders have any obligations hereunder.  16.3
  Rights
  of Agent as Lender  With
respect to its Commitment, the Agent in its capacity as a Lender shall have the
same rights and powers hereunder as any other Lender and may exercise the same
as though it were not acting as the Agent. 
The Agent may (without having to account therefor to any Lender) accept
deposits from, lend money to and generally engage in any kind of banking or
other business with the Obligors as if it were not acting as the Agent and may
accept fees and other consideration from the Obligors for customary services in
connection with this Agreement and the Loan Obligations and otherwise without
having to account for the same to the Lenders.  Any
reference in this Agreement to the Agent means, where the Agent is also a
Lender, the agency department of such Lender specifically responsible for
acting as Agent under and in connection with this Agreement.  In acting as Agent, the agency department
will be treated as a separate entity from any other department or division of
the Lender in question.  Without limiting
the foregoing, the Agent shall not be deemed to have notice of a document or
information received by any other department or division of that Lender, nor
will the Lender concerned be deemed to have notice of a document or information
received by the Agent.  16.4
  Indemnity
  by Lenders  Each
Lender shall indemnify the Agent and hold it harmless, to the extent not
otherwise reimbursed by the Borrower or another Obligor, rateably in accordance
with its Applicable Percentage and not jointly or jointly and severally, for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever (including the fees, charges and disbursements of counsel) which may
be imposed on, incurred by or asserted against the Agent in any way relating to
or arising out of this Agreement or any other Loan Documents or the
transactions contemplated hereby or thereby (excluding, unless a Default or
Event of Default is apprehended or has occurred and is continuing, normal
administrative costs and expenses incidental to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or of any other
Loan  93


Documents,
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the Agents gross negligence or wilful misconduct.  16.5
  Notice
  by Agent to Lenders  As
soon as practicable after its receipt thereof, the Agent will forward to each
Lender a copy of each report, notice or other document required by this
Agreement to be delivered to the Agent for such Lender.  16.6
  Protection
  of Agent - Advances and Payments  16.6.1Unless the Agent shall have been notified in writing by any Lender
prior to a Drawdown Date that such Lender does not intend to make available to
the Agent such Lenders Applicable Percentage of such Advance, the Agent may
assume that such Lender has made such Lenders Applicable Percentage of such
Advance available to the Agent on the Drawdown Date and the Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If such corresponding amount is
not in fact made available to the Agent by such Lender, the Agent shall be
entitled to recover such amount (together with interest thereon at the rate
determined by the Agent as being its applicable rate for interbank compensation
based on prevailing banking industry standards) on demand from such Lender or,
if such Lender fails to reimburse the Agent for such amount on demand, from the
Borrower.  16.6.2Unless the Agent shall have been notified in writing by the Borrower
prior to the date on which any payment is due hereunder that the Borrower does
not intend to make such payment, the Agent may assume that the Borrower will
make such payment when due and the Agent may, in reliance upon such assumption,
make available to each Lender on such payment date an amount equal to such
Lenders pro rata share of such
assumed payment.  If it is established
that the Borrower has not in fact made such payment to the Agent, each Lender
shall forthwith on demand repay to the Agent the amount made available to such
Lender (together with interest thereon at the rate determined by the Agent as
being its applicable rate for interbank compensation based on prevailing
banking industry standards).  16.7
  Notice
  by Lenders to Agent  Each
Lender shall endeavour to use its best efforts to notify the Agent of the
occurrence of any Default or Event of Default forthwith upon becoming aware of
such event, but no Lender shall be liable if it fails to give such notice to
the Agent.  94


16.8
  Sharing
  Among the Lenders  Each
Lender, and by its acceptance of the benefit of each Guarantee, each Other
Supported Party, agrees that as amongst themselves, except as otherwise
provided for by the provisions of this Agreement, all amounts received by the
Agent, in its capacity as administrative agent for the Lenders pursuant to this
Agreement or any other Loan Document (other than the Agency Fee Letter) and
whether received by voluntary payment, by the exercise of the right of set-off
or compensation or by counterclaim, cross-claim, separate action or as proceeds
of realization of any security:  16.8.1prior to any Loan Obligations becoming due and payable under Section 15.2,
shall be shared by each Lender pro rata,
determined in accordance with the Applicable Percentages of each Lender; and  16.8.2following any Loan Obligations becoming due and payable under Section 15.2,
shall be shared by each Supported Party, pro
rata, based on its percentage of the aggregate Supported
Obligations;  and
each Lender undertakes to do all such things as may be reasonably required to
give full effect to this Section 16.8. 
If any amount so shared is later recovered from the Lender who
originally received it, each other Lender shall restore its proportionate share
of such amount to such Lender, without interest.  As
a necessary consequence of the foregoing, each Lender shall share, in a
percentage equal to its Applicable Percentage, any losses incurred as a result
of any Event of Default, and shall pay to the Agent, within 2 Business Days
following a request by the Agent, any amount required to ensure that such
Lender bears its Applicable Percentage of such losses, if any, including any
amounts required to be paid to any Lender in respect of any Bankers
Acceptances and Letters of Credit.  Such
obligation to share losses shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (a) any
set-off, compensation, counterclaim, recoupment, defence or other right which
such Lender may have against the Agent, any Obligor or any other Person for any
reason whatsoever, (b) the occurrence or continuance of any Default or
Event of Default, (c) any adverse change in the condition (financial or
otherwise) of the Borrower or any other Person, (d) any breach of this
Agreement by the Borrower or any other Person, or (e) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.  Where necessary to give effect
to this Section 16.8, a Lender shall purchase a participation in the
Advances of other Lenders.  If any Lender
does not make available the amount required hereunder, the Agent shall be
entitled to recover such amount on demand from such Lender, together with
interest thereon at the rate determined by the Agent as being its applicable
rate for interbank compensation based on prevailing banking industry standards
from the date of non payment until such amount is paid in full.  The
provisions of this Section shall not be construed to apply to (a) any
payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Loan Obligations to any Assignee or Participant,
other than to any Obligor or any Affiliate of an Obligor (as to which the
provisions of this paragraph shall apply), (b) any payment made while no
Event of Default has occurred and is continuing in respect of  95


obligations
  of the Borrower to such Lender that do not arise under or in connection with
  the Loan Documents, (c) any payment made in respect of an obligation that is
  secured by a Permitted Lien or that is otherwise entitled to priority over
  any Obligors obligations under or in connection with the Loan Documents, (d)
  any reduction arising from an amount owing to an Obligor on account of
  Derivative Obligations upon the termination of any Derivative Instrument
  except for a net amount available after the termination of all Derivative
  Obligations between the Obligors and such Lender (or an Affiliate of a
  Lender) and the set-off of resulting amounts owing by the Obligors and to the
  Obligors, or (e) any payment to which such Lender is entitled as a result of
  any form of credit insurance obtained by such Lender.16.9
  Procedure With Respect to AdvancesSubject
  to the applicable provisions of this Agreement, upon receipt of a Notice of
  Borrowing from the Borrower, the Agent shall, without delay, advise each
  Lender of the receipt of such notice, of the Drawdown Date, of its Applicable
  Percentage of the amount of such Advance and of the relevant details of the
  Agents account(s).  Subject to the
  applicable provisions of this Agreement, each Lender shall disburse its
  Applicable Percentage of each Advance, and shall make it available to the
  Agent (no later than 10:00 a.m.) on the Drawdown Date, by depositing its
  Applicable Percentage of the Advance in the Agents account in the applicable
  currency, as the case may be.  The
  Agent will make such amounts available to the Borrower on the Drawdown Date,
  at the Branch, and, in the absence of other arrangements made in writing
  between the Agent and the Borrower, by transferring or causing to be
  transferred an equivalent amount in the case of a Prime Rate Advance, US Base
  Rate Advance, Libor Advance and the Available Proceeds in the case of Bankers
  Acceptances, in accordance with the instructions of the Borrower which appear
  in the Notice of Borrowing with respect to each Advance; however, the
  obligation of the Agent with respect hereto is limited to taking the steps
  judged commercially reasonable in order to follow such instructions, and once
  undertaken, such steps shall constitute prima
  facie evidence that the amounts have been disbursed in accordance
  with the applicable provisions. 
  Subject to the foregoing sentence, the Agent shall not be liable for
  damages, claims or costs imputed to the Borrower and resulting from the fact
  that the amount of an Advance did not arrive at its agreed-upon destination.16.10
  Accounts Kept by Each LenderEach
  Lender shall keep in its books, in respect of its Commitment, accounts for
  Libor Advances, Prime Rate Advances, US Base Rate Advances, Bankers
  Acceptances and other amounts payable by the Borrower under this Agreement.  Each Lender shall make appropriate entries
  showing, as debits, the amount of the Debt of the Borrower to it in respect
  of the Libor Advances, Prime Rate Advances, US Base Rate Advances and BA
  Advances, as the case may be, the amount of all accrued interest and any
  other amount due to such Lender pursuant hereto and, as credits, each payment
  or repayment of principal and interest made in respect of such Debt as well
  as any other amount paid to such Lender pursuant hereto.  These accounts shall constitute (in the
  absence of contradictory entries in the accounts of the Agent referred to in
  Section 3.5) prima facie
  evidence of their content against the Borrower.  96


16.11
  Binding DeterminationsThe
  Agent shall in good faith to make any determination that is required in order
  to apply this Agreement and, once made, such determination shall be final and
  binding upon all Lenders, except in the case of manifest error.16.12
  Amendment of Article 16The
  provisions of this Article 16 relating to the rights and obligations of
  the Lenders and the Agent inter se,
  other than under Sections 16.13 or 16.14, may be amended or added to, from
  time to time, by the execution by the Agent and the Lenders of an instrument
  in writing and such instrument in writing shall validly and effectively amend
  or add to any or all of the provisions of this Article affecting the
  Lenders without requiring the execution of such instrument in writing by the
  Borrower.16.13
  Decisions, Amendments and Waivers of the LendersSubject
  to the provisions of Section 16.14, all decisions taken by the Lenders
  shall be taken as follows: (a) if there are two Lenders, by unanimous consent,
  or (b) if there are three or more Lenders, by the Majority Lenders.  The Agent shall confirm such consent to
  each Lender and to the Borrower. Notwithstanding the foregoing, no amendment,
  modification or waiver of any provision of any Loan Document dealing with the
  rights and duties of the Agent shall be taken without the written consent of
  the Agent, no amendment, modification or waiver of any provision of any Loan
  Document dealing with the rights and duties of the Issuing Lender shall be
  taken without the written consent of the Issuing Lender, and no amendment,
  modification or waiver of any provision of any Loan Document dealing with the
  rights and duties of the Swing Line Lender shall be taken without the written
  consent of the Swing Line Lender.16.14
  Authorized Waivers, Variations and OmissionsIf
  so authorized in writing by the Lenders, the Agent, on behalf of the Lenders,
  may grant waivers, consents, vary the terms of this Agreement and the other
  Loan Documents and do or omit to do all acts and things in connection
  herewith or therewith.  Notwithstanding
  the foregoing, except with the prior written agreement of each Lender,
  nothing in Section 16.13 or this Section 16.14 shall authorize (a) any
  extension of the date for, or alteration in the rate, amount, currency or
  mode of calculation or computation of any payment of principal or interest,
  fees or other amount, (b) any increase in the Commitment of a Lender, (c) any
  extension of any Maturity Date (other than as set out in Section 2.6), (d) any
  change in the terms of this Article 16, (e) any change in the
  manner of making decisions among the Lenders, including the definition of
  Majority Lenders, (f) the release of any Obligor except in the context
  of the sale of such Obligor if and to the extent permitted by Section 14.10,
  (g) the release, in whole or in part, of any of the Loan Documents or of
  any of the Guarantees, (h) any change in or any waiver of the conditions
  precedent provided for in Section 9.1 or (i) any amendment to this Section 16.14.  97


16.15
  Provisions for the Benefit of Lenders OnlyThe
  provisions of this Article 16 relating to the rights and obligations of
  the Lenders and Agent inter se
  shall be operative as between the Lenders and Agent only, and the Obligors
  shall not have any rights under or be entitled to rely for any purposes upon
  such provisions.16.16
  Assignment by Agent to an AffiliateThe
  Agent may, at any time and from time to time, assign its rights and transfer
  its obligations hereunder, in whole or in part, to an Affiliate acceptable to
  the Borrower, acting reasonably, upon notice to the Lenders, provided that
  such assignment does not result in an increase in the amounts payable by any
  Obligor hereunder.16.17
  Collective Action of the LendersEach
  of the Lenders hereby acknowledges that to the extent permitted by Applicable
  Law, any Guarantees and the remedies provided under the Loan Documents to the
  Lenders are for the benefit of the Lenders (and Other Supported Parties)
  collectively and acting together and not severally and further acknowledges
  that its rights hereunder and under any Guarantees are to be exercised not
  severally, but by the Agent upon the decision of the requisite majority of
  Lenders as contemplated in the relevant Loan Document.  Accordingly, notwithstanding any provision
  of any Loan Document, each of the Lenders covenants and agrees that it shall
  not be entitled to take any action under any of the Loan Documents including
  any declaration of Event of Default hereunder, such that any such action may
  only be taken through the Agent in accordance with the provisions hereof or
  upon the prior written agreement of the Majority Lenders.  Each of the Lenders agrees to cooperate
  with the Agent as reasonably requested from time to time.16.18
  Resignation of Agent16.18.1
  The
  Agent may at any time give notice of its resignation to the Lenders, the
  Issuing Lender and the Borrower.  Upon
  receipt of any such notice of resignation, the Majority Lenders shall have
  the right, in consultation with the Borrower, to appoint a successor, which
  shall be a Lender having an office in Toronto, Ontario, or an Affiliate of
  any such Lender with an office in Toronto. 
  The Agent may also be removed at any time by the Majority Lenders upon
  30 days notice to the Agent and the Borrower as long as the Majority
  Lenders, in consultation with the Borrower, appoint and obtain the acceptance
  of a successor within such 30 days, which shall be a Lender having an office
  in Toronto, or an Affiliate of any such Lender with an office in Toronto.16.18.2
  If
  no such successor shall have been so appointed by the Majority Lenders and
  shall have accepted such appointment within 30 days after the retiring Agent
  gives notice of its resignation, then the retiring Agent may on behalf of the
  Lenders, appoint a successor Agent  98


meeting
  the qualifications specified in subsection 16.18.1, provided that if the
  Agent shall notify the Borrower and the Lenders that no qualifying Person has
  accepted such appointment, then such resignation shall nonetheless become
  effective in accordance with such notice and (a) the retiring Agent
  shall be discharged from its duties and obligations hereunder and under the
  other Loan Documents (except that in the case of any collateral security held
  or cash or Cash Equivalents held in escrow by the Agent on behalf of the
  Lenders under any of the Loan Documents, the retiring Agent shall continue to
  hold such collateral security or cash or Cash Equivalents until such time as
  a successor Agent is appointed) and (b) all payments, communications and
  determinations provided to be made by, to or through the Agent shall instead
  be made by or to each Lender directly, until such time as the Majority
  Lenders appoint a successor Agent as provided for above in Section 16.18.1.16.18.3
  Upon
  a successors appointment as Agent hereunder, such successor shall succeed to
  and become vested with all of the rights, powers, privileges and duties of
  the former Agent, and the former Agent shall be discharged from all of its
  duties and obligations hereunder or under the other Loan Documents (if not
  already discharged therefrom as provided in the preceding paragraph).  The fees payable by the Borrower to a
  successor Agent shall be the same as those payable to its predecessor unless
  otherwise agreed between the Borrower and such successor. After the
  termination of the service of the former Agent, the provisions of this Section 16.18
  and of Section 19.14 shall continue in effect for the benefit of such
  former Agent, its sub-agents and their respective Related Parties in respect
  of any actions taken or omitted to be taken by any of them while the former
  Agent was acting as Agent.17.
  CURRENCY CONVERSION, ETC.17.1
  Rules of ConversionIf
  for the purpose of obtaining judgment in any court or for any other purpose
  hereunder, it is necessary to convert an amount due, advanced or to be
  advanced hereunder from the currency in which it is due (the First Currency) into another currency
  (the Second Currency) the rate
  of exchange used shall be that at which, in accordance with normal banking
  procedures, the Agent could purchase, in the Canadian money market or the
  Canadian exchange market, as the case may be, the First Currency with the
  Second Currency on the date on which the judgment is rendered, the sum is
  payable or advanced or to be advanced, as the case may be.  The Borrower agrees that its obligations in
  respect of any First Currency due from it to the Agent or the Lenders in
  accordance with the provisions hereof shall, notwithstanding any judgment
  rendered or payment made in the Second Currency, be discharged by a payment
  made to the Agent on account thereof in the Second Currency only to the
  extent that, on the Business Day following receipt of such payment in the
  Second Currency, the Agent may, in accordance with normal  99


banking
  procedures, purchase on the Canadian money market or the Canadian foreign
  exchange market, as the case may be, the First Currency with the amount of
  the Second Currency so paid or which a judgment rendered payable (the rate
  applicable to such purchase being in this Section called the (FX Rate)); and if the amount of the
  First Currency which may be so purchased is less than the amount originally
  due in the First Currency, the Borrower agrees as a separate and independent
  obligation and notwithstanding any such payment or judgment to indemnify the
  Lenders against such deficiency. The agreements in this Section shall
  survive the termination of the Commitments and the repayment of all other
  amounts outstanding hereunder and under the other Loan Documents.17.2
  Determination of Equivalent Amount in another CurrenciesIf,
  in their discretion, the Lenders or the Agent choose or, pursuant to the
  terms of this Agreement, are obliged to choose, calculate or determine the
  equivalent in one currency of the amount in another currency the Agent, in
  accordance with the conversion rules stipulated in Section 17.1:17.2.1
  on
  any Drawdown Date; or17.2.2
  at
  any other time when such a calculation or determination under this Agreement
  (including Section 2.10) or any other Loan Document is contemplated;shall,
  using the FX Rate at such time on such date, determine the equivalent amount
  in such currency, as the case may be, of any security or amount expressed in
  the other currency pursuant to the terms hereof.  Immediately following such determination,
  the Agent shall inform the Borrower of the conclusion which the Lenders have
  reached.18.
  ASSIGNMENT18.1
  Assignment by the BorrowerThe
  rights of the Borrower and each other Obligor under the provisions hereof may
  not be transferred or assigned (except by operation of law as may be
  permitted pursuant to Section 14.10), and no Obligor may transfer or
  assign any of its obligations, any such assignment being null and void and of
  no effect against the Agent and the Lenders and rendering any balance
  outstanding of the Loan Obligations immediately due and payable at the option
  of the Lenders and further releasing the Lenders from any obligation to make
  any further Advances under the provisions hereof.18.2
  Assignments and Transfers by the Lenders18.2.1
  No
  Lender may assign or otherwise transfer any of its rights or obligations
  hereunder except (a) to an Eligible Assignee in accordance with the
  provisions of subsection 18.2.2, or (b) by way of a sale of a
  participation in accordance with the provisions of Section 18.5 (and  100


any
  other attempted assignment or transfer by any party hereto shall be null and
  void).18.2.2
  Each
  Lender may assign or transfer to an Eligible Assignee in accordance with this
  Article 18 up to 100% of its rights, benefits and obligations hereunder;
  provided that:18.2.2.1
  except
  (a) if an Event of Default has occurred that is continuing, (b) in
  the case of an assignment of the entire remaining amount of the assigning
  Lenders Commitment and the Loan Obligations at the time owing to it or (c) in
  the case of an assignment to a Lender or an Affiliate of a Lender or an
  Approved Fund with respect to a Lender, the aggregate amount of the
  Commitment being assigned (which for this purpose includes Advances
  outstanding thereunder) or, if the applicable Commitment is not then in
  effect, the principal outstanding balance of the Advances of the applicable
  assigning Lender subject to each such assignment (determined as of the date
  the Assignment and Assumption Agreement with respect to such assignment is
  delivered to the Agent or, if Trade Date
  is specified in the Assignment and Assumption Agreement, as of the Trade
  Date) shall not be less than US$10,000,000, unless each of the Agent and, so
  long as no Default or Event of Default has occurred and is continuing, the
  Borrower, otherwise consent to a lower amount (each such consent not to be
  unreasonably withheld or delayed);18.2.2.2
  any
  assignment must be approved by the Agent (such approval not to be
  unreasonably withheld or delayed) unless the proposed Assignee is itself
  already a Lender;18.2.2.3
  any
  assignment must be approved by the Issuing Lender (such approval not to be
  unreasonably withheld or delayed, unless the Person that is the proposed
  assignee has a credit rating of less than BBB by S&P or Baa2 by Moodys,
  in which case, such approval to be in the Issuing Lenders sole discretion),
  unless the Person that is the proposed assignee is itself already a Lender
  with a Commitment under this Agreement;18.2.2.4
  any
  assignment must be approved by the Borrower (such approval not to be
  unreasonably withheld or delayed, provided that it shall be reasonable for
  the  101


Borrower
  to withhold its consent if such assignment would give rise to a direct claim
  against an Obligor under Article 6 or Section 19.14) unless (i) the
  proposed Assignee is itself already a Lender, or (ii) a Default has
  occurred that is continuing, or (iii) an Event of Default has occurred
  that is continuing; and18.2.2.5
  the
  parties to each Assignment shall execute and deliver to the Agent an
  Assignment and Assumption Agreement, together with a processing and
  recordation fee in an amount of US$5,000, and the Eligible Assignee, if it is
  not a Lender, shall deliver to the Agent an administrative questionnaire.Subject
  to acceptance and recording thereof by the Agent pursuant to Section 18.3,
  from and after the effective date specified in each Assignment and Assumption
  Agreement, the Eligible Assignee thereunder shall be a party to this
  Agreement and, to the extent of the interest assigned by such Assignment and
  Assumption Agreement, have the rights and obligations of a Lender under this
  Agreement and the other Loan Documents, and the assigning Lender thereunder
  shall, to the extent of the interest assigned by such Assignment and
  Assumption Agreement, be released from its obligations under this Agreement
  (and, in the case of an Assignment and Assumption Agreement covering all of
  the assigning Lenders rights and obligations under this Agreement, such
  Lender shall cease to be a party hereto) with respect to matters and
  circumstances from and after the effective date of such Assignment but shall
  continue to be entitled to the benefits of Article 6 and Section 19.14
  with respect to facts and circumstances occurring prior to the effective date
  of such Assignment.  Any Assignment or
  transfer by a Lender of rights or obligations under this Agreement that does
  not comply with this Section shall be treated for purposes of this
  Agreement as a sale by such Lender of a participation in such rights and
  obligations in accordance with Section 18.5.  Any payment by an Assignee to an assigning
  Lender in connection with an Assignment or transfer shall not be or be deemed
  to be a repayment by the Borrower or a new Advance to the Borrower.18.3
  RegisterThe
  Agent shall maintain at one of its offices in Toronto, Ontario, a copy of
  each Assignment and Assumption Agreement delivered to it and a register for
  the recordation of the names and addresses of the Lenders, and the
  Commitments of, and principal amounts of the Advances owing to, each Lender
  pursuant to the terms hereof from time to time (the Register).  The entries in the Register shall be prima facie evidence of each of the
  foregoing items, and the Borrower, the Agent and the Lenders may treat each
  Person whose name is recorded in the Register pursuant to the terms hereof as
  a Lender hereunder for all purposes of this Agreement, notwithstanding any
  notice to the contrary.  The Register
  shall be available for inspection by the Borrower and any Lender, at any
  reasonable time and from time to time upon reasonable prior notice.  102


18.4
  Electronic Execution of AssignmentsThe
  words execution, signed, signature, and words of like import in any
  Assignment and Assumption Agreement shall be deemed to include electronic
  signatures or the keeping of records in electronic form, each of which shall
  be of the same legal effect, validity or enforceability as a manually
  executed signature or the use of a paper-based recordkeeping system, as the
  case may be, to the extent and as provided for in any Applicable Law,
  including Parts 2 and 3 of the Personal
  Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario)
  and other similar federal or provincial laws based on the Uniform Electronic
  Commerce Act of the Uniform Law Conference of Canada or its Uniform
  Electronic Evidence Act, as the case may be.18.5
  ParticipationsAny
  Lender may at any time, without the consent of, the Borrower or the Agent,
  sell participations to any Person (other than a natural person, an Obligor or
  any Affiliate of an Obligor) (each, a Participant)
  in all or a portion of such Lenders rights and/or obligations under this
  Agreement (including all or a portion of its Commitment and/or the Advances
  owing to it); provided that (a) such Lenders obligations under this
  Agreement shall remain unchanged, (b) such Lender shall remain solely
  responsible to the other parties hereto for the performance of such
  obligations, and (c) the Borrower, the Agent and the other Lenders shall
  continue to deal solely and directly with such Lender in connection with such
  Lenders rights and obligations under this Agreement; provided further that,
  on or after any sale by a Lender of such a participation, such Lender shall
  forthwith provide notice thereof to the Agent and the Borrower.  Any payment by a Participant to a Lender in
  connection with a sale of a participation shall not be or be deemed to be a
  repayment by the Borrower or a new Advance to the Borrower.  Subject to Section 18.6, the Borrower
  agrees that each Participant shall be entitled to the benefits of Article 6
  to the same extent as if it were a Lender and had acquired its interest by
  Assignment pursuant to subsection 18.2.2.18.6
  Limitations Upon Participant RightsA
  Participant shall not be entitled to receive any greater payment under
  Sections 6.2 and 6.3 than the applicable Lender would have been entitled to
  receive with respect to the participation sold to such Participant.  A Participant that would be a Foreign
  Lender if it were a Lender to the Borrower shall not be entitled to the
  benefits of Section 6.3 unless the Borrower is notified of the
  participation sold to such Participant and such Participant agrees, for the
  benefit of the Borrower, to comply with subsection 6.3.5 as though it were a
  Lender to the Borrower.18.7
  Promissory NotesUpon
  the request of any Lender, the Borrower will execute and deliver one or more
  promissory notes in form and substance acceptable to such Lender, acting
  reasonably, evidencing the Commitment under this Agreement and any Advances
  hereunder.  103


19.
  MISCELLANEOUS19.1
  Notices19.1.1
  General.  Except where otherwise
  expressly specified herein, all notices, requests, demands or other
  communications between the parties hereto shall be in writing and shall be
  made by prepaid registered mail, prepaid overnight courier, fax or physical
  delivery to the address or fax number of such party and to the attention
  indicated on the signature page of this Agreement of such party or to
  any other address, attention or fax number which such party hereto may
  subsequently communicate to each in writing in such manner. Any notice,
  request, demand or other communication shall be deemed to have been received
  by the party to whom it is addressed (a) upon receipt by the addressee
  (or refusal thereof), in the case of prepaid overnight courier or physical
  delivery, (b) three days after delivery in the mail, if sent by prepaid
  registered mail, and (c) on the day of transmission, if faxed before
  5:00 p.m. (local time) on a Business Day, and on the next Business Day
  following transmission, if faxed after 5:00 p.m. (local time) on a
  Business Day; provided that, any notice to the Borrower shall be deemed to be
  notice to all Obligors.  If normal
  postal or fax service is interrupted by strike, work slow-down or other
  cause, the party sending the notice shall use such services which have not
  been interrupted or shall deliver such notice by messenger in order to ensure
  its prompt receipt by the other party. 
  Notwithstanding any other provision in the Loan Documents, any notice,
  request, demand or other communication which is required to be given or
  delivered to any Guarantor hereunder or under any other Loan Document shall
  be deemed to have been given to and received by such Obligor if given in the
  manner required by this Section to the Borrower.19.1.2
  Electronic
  Communications.  Notices and other communications by the
  Agent to the Lenders and the Issuing Lender hereunder may be delivered or
  furnished by electronic communication (including email and Internet or
  intranet websites) pursuant to procedures approved by the Agent, provided
  that the foregoing shall not apply to notices by the Agent to any Lender of
  Advances to be made or Letters of Credit to be issued if such Lender has notified
  the Agent that it is incapable of receiving notices by electronic
  communication.  The Agent or the
  Borrower may, in their discretion, agree to accept notices and other
  communications to each other hereunder by electronic communications pursuant
  to procedures approved by them, provided that approval of such procedures may
  be limited to particular notices or communications.Unless
  the Agent otherwise prescribes, (a) notices and other communications
  sent to an email address shall be deemed received upon the senders receipt
  of an acknowledgement  104


from
  the intended recipient (such as by the return receipt requested function,
  as available, return email or other written acknowledgement), provided that
  if such notice or other communication is not sent during the normal business
  hours of the recipient, such notice or communication shall be deemed to have
  been sent at the opening of business on the next Business Day for the
  recipient, and (b) notices or communications posted to an Internet or
  intranet website shall be deemed received upon the deemed receipt by the
  intended recipient at its e-mail address as described in the foregoing clause
  (a) of notification that such notice or communication is available and
  identifying the website address therefor.19.2
  Amendment and WaiverThe
  rights, remedies and recourses of the Agent and the Lenders under this
  Agreement and the other Loan Documents are cumulative and do not exclude any
  other rights, remedies and recourses which the Agent or the Lenders might
  have, and no omission or delay on the part of the Agent or the Lenders in the
  exercise of any right shall have the effect of operating as a waiver of any
  such right, remedy or recourse, and the partial or sole exercise of a right,
  remedy, recourse or power will not prevent the Agent or the Lenders from
  exercising thereafter any other right, remedy, recourse or power.  Without limiting the generality of the
  foregoing sentence, in the event that the Agent does not immediately make a
  declaration accelerating the Loan Obligations under Section 15.2
  following the occurrence of an Event of Default, such absence of a
  declaration shall not be construed as a waiver of its right to make such a
  declaration and shall in no way hinder, estop or prevent the Agent from
  making such a declaration at a later time. 
  The provisions of this Agreement may only be amended or waived by an
  instrument in writing in each case signed by the Agent with the approval of,
  as applicable, the Lenders or Majority Lenders in accordance with Section 16.14,
  or by the Lenders or Majority Lenders, as applicable, on the same terms, and
  further, unless otherwise expressly provided herein, may only be amended by
  written instrument of the Obligors.19.3
  Independent Engineer and Other ConsultantsSubject
  to Sections 12.10 and 12.14, the Agent and/or the Majority Lenders shall have
  the right at any time and from time to time to appoint an independent
  engineer to act on behalf of the Agent and the Lenders for such purposes as
  the Agent or the Majority Lenders may determine to carry out such duties as
  may be set forth in this Agreement or as may be required by the Agent or the
  Majority Lenders from time to time. Subject to Sections 12.10 and 12.14, the
  Agent and/or the Lenders may also, from time to time, consult and retain any
  other independent consultants determined by them to be appropriate for the
  same purpose.19.4
  Entire AgreementThe
  entire agreement between the parties is expressed herein, and no variation or
  modification of its terms shall be valid unless expressed in writing and
  signed by the parties.  All previous
  agreements, promises, proposals, representations, understandings  105


and negotiations between the parties hereto which relate in any way to
the subject matter of this Agreement are hereby deemed to be null and void.  19.5     Indemnification and Set-Off  In
addition to the other rights now or hereafter conferred by Applicable Law and
those described in subsection 5.6.2 and Section 7.10, and without limiting
such rights, following the occurrence of an Event of Default which is
continuing, each Lender and the Agent is hereby authorized by each Obligor, at
any time and from time to time, subject to the obligation to give notice to the
Borrower subsequently and within a reasonable time, to set-off, indemnify,
compensate, use and allocate any deposit (general or special, term or demand,
including any debt evidenced by certificates of deposit, whether or not
matured) and any other debt at any time held or due by a Lender to an Obligor
or to its credit or its account, with respect to and on account of the Loan
Obligations and the Other Supported Obligations, including, without limitation,
the accounts of any nature or kind which flow from or relate to this Agreement
or the other Loan Documents, and whether or not the Agent has made demand under
the terms hereof or has declared the amounts referred to in Section 15.2
as payable in accordance with the provisions of that Section and even if
such obligation and Debt or either of them is a future or unmatured Debt.  19.6Benefit of Agreement  This
Agreement shall be binding upon and enure to the benefit of each party hereto
and its successors and permitted assigns.  19.7     Counterparts  This
Agreement may be signed in any number of counterparts, each of which shall be
deemed to constitute an original, and all of the separate counterparts shall
constitute one single document.  Delivery
of an executed counterpart of a signature page of this Agreement by fax or
by sending a scanned copy by electronic mail shall be as effective as delivery
of a manually executed counterpart of this Agreement.  19.8     This Agreement to Govern  In
the event of any conflict or inconsistency between the terms of this Agreement
and the terms of any other Loan Document, the provisions of this Agreement
shall govern to the extent necessary to remove the conflict or inconsistency.  19.9     Applicable Law  This
Agreement, its interpretation and its application shall be governed by the laws
of the Province of Ontario and the laws of Canada applicable therein.  106


19.10    Severability  Each
provision of this Agreement is separate and distinct from the others, such that
any decision of a court or tribunal to the effect that any provision of this
Agreement is null or unenforceable shall in no way affect the validity of the
other provisions of this Agreement or the enforceability thereof.  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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent permitted by Applicable Law,
each Obligor hereby waives any provision of any Applicable Law that renders any
provision hereof prohibited or unenforceable in any respect.  19.11    Further Assurances  Each
Obligor covenants and agrees that, at the request of the Agent, it will at any
time and from time to time execute and deliver such further and other documents
and instruments and do all acts and things as the Agent may reasonably require
in order to evidence the Debt of the Borrower under this Agreement or
otherwise, to confirm its Guarantee or to further implement or evidence any
provision hereof or of the other Loan Documents  19.12    Good Faith and Fair Consideration  Each
party hereto acknowledges and declares that it has entered into this Agreement
freely and of its own will.  In
particular, each party hereto acknowledges that this Agreement was freely
negotiated by it in good faith, there was no exploitation of the Obligors by
the Lenders and there is no serious disproportion between the consideration
provided by the Lenders and that provided by the Obligors.  19.13    Responsibility of the Lenders  Each
Lender shall be solely responsible for the performance of its own obligations
hereunder.  Accordingly, no Lender is in
any way or jointly or jointly and severally responsible for the performance of
the obligations of any other Lender.  19.14    Indemnity  The
Borrower shall indemnify and hold harmless each Supported Party and their
agents, consultants and advisors (other than agents, consultants and advisors
to the extent that their costs and expenses are not, pursuant to Section 12.14,
to be borne by the Borrower), and each of their Related Parties and each of
their agents, consultants and advisors (other than agents, consultants and
advisors to the extent that their costs and expenses are not, pursuant to Section 12.14,
to be borne by the Borrower), (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), including Environmental Claims, (each, a Claim) 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,  107


brought
by Persons other than an Indemnified Party arising out of, related to or in
connection with (a) this Agreement, (b) the other Loan Documents or (c) any
of the transactions contemplated herein or therein or the actual or proposed
use of the proceeds of the Advances, whether or not such investigation,
litigation or proceeding is brought by any Obligor, its directors, shareholders
or creditors or by an Indemnified Party, or 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 (i) such
Claim results from such Indemnified Partys gross negligence, wilful
misconduct, fraud, bad faith or breach of any Loan Document to which such
Indemnified Party is a party or relates to the liability of an Indemnified
Party to an Obligor under any Loan Document or (ii) relates solely to a
Claim between Indemnified Parties resulting from a Claim brought by any Person,
with no fault on the part of any Obligor; provided that in the case of clauses (i) and
(ii) above, the Borrower has obtained a judgment in its favour of a court
of competent jurisdiction. Each Obligor 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 Agent, also agrees
not to assert any claim against any Obligor, its officers, directors, employees,
agents or advisors, on any theory of liability for special, indirect,
consequential or punitive damages arising out of or otherwise relating to this
Agreement and the other Loan 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 shall survive the termination of
the Commitments and the repayment of all other amounts outstanding hereunder
and under the other Loan Documents.  19.15    Confidentiality  19.15.1
  
  Each
  of the Agent and the Lenders agrees to maintain the confidentiality of the
  Information (as defined below), except that Information may be disclosed
  (a) to it, its Affiliates and its and its Affiliates respective
  partners, directors, officers, employees, agents, advisors and
  representatives (it being understood that the Persons to whom such disclosure
  is made will be informed of the confidential nature of such Information and
  instructed to keep such Information confidential), (b) to the extent
  requested by any regulatory authority purporting having jurisdiction over it
  (including any self-regulatory authority), (c) to the extent required by
  Applicable Law or by any subpoena or similar legal process, (d) to any
  other party hereto, (e) in connection with the exercise of any remedies
  hereunder or under any other Loan Document or any action or proceeding
  relating to this Agreement or any other Loan Document or the enforcement of
  rights hereunder or thereunder, (f) subject to an agreement containing
  provisions substantially the same as those of this Section, to (i) any
  Assignee of or Participant in, or any prospective Assignee of or Participant
  in, any of its rights or obligations under this Agreement, or (ii) any
  actual or prospective counterparty (or its advisors) to any Derivative
  Instrument, credit-linked note or similar transaction relating to the
  Obligors and their obligations, (g) with the consent of the  108


Borrower,
  or (h) to the extent such Information (x) becomes publicly
  available other than as a result of a breach of this Section or (y) becomes
  available to the Agent or any Lender on a non-confidential basis from a
  source other than an Obligor.19.15.2
  
  For
  purposes of this Section, Information
  means all information received in connection with this Agreement from any
  Obligor or any Related Person in respect thereof or any of their respective
  advisors, in each case, relating to any Obligor or any of its Subsidiaries or
  any of their respective businesses, other than any such information that is
  available to the Agent or any Lender on a non-confidential basis prior to
  such receipt.  Any Person required to
  maintain the confidentiality of Information as provided in this Section shall
  be considered to have complied with its obligation to do so if such Person
  has exercised the same degree of care to maintain the confidentiality of such
  Information as such Person would accord to its own confidential information.  In addition, the Agent may disclose to any
  agency or organization that assigns standard identification numbers to loan
  facilities such basic information describing the facilities provided
  hereunder as is necessary to assign unique identifiers (and, if requested,
  supply a copy of this Agreement), it being understood that the Person to whom
  such disclosure is made will be informed of the confidential nature of such
  Information and instructed to make available to the public only such
  Information as such person normally makes available in the course of its
  business of assigning identification numbers.19.15.3
  
  In
  addition, and notwithstanding anything herein to the contrary, the Agent may
  provide the information described on Exhibit C concerning the Borrower
  and the credit facilities established herein to Loan Pricing Corporation
  and/or other recognized trade publishers of information for general
  circulation in the loan market.  19.16    Reinstatement  This
Agreement shall remain in full force and effect and continue to be effective if
any petition or other proceeding is filed by or against the Borrower or any
other Obligor for liquidation or reorganization, or if the Borrower or any
other Obligor becomes insolvent or makes an assignment for the benefit of any
creditor or creditors, or if an interim receiver, receiver, receiver and
manager or trustee be appointed for all or any significant part of the Property
of the Borrower or any other Obligor, and shall continue to be effective or to
be reinstated, as the case may be, if at any time payment and performance of
the obligations hereunder or under the other Loan Documents, or any part
thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee of such obligations,
whether as a fraudulent preference, a reviewable transaction, or otherwise, all
as though such payment or performance had not been made.  In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the obligations hereunder
and under the other  109


Loan
Documents shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.  19.17    Submission to Jurisdiction  Each
Obligor irrevocably and unconditionally submits, for itself and its Property,
to the non-exclusive jurisdiction of the courts of the Province of Ontario, and
any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement or any other Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement or in any other Loan Document shall affect any right that the Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Obligor or its Property
in the courts of any jurisdiction.  19.18    Waiver of Venue  Each
Obligor irrevocably and unconditionally waives, to the fullest extent permitted
by Applicable Law, any objection that it may now or hereafter have to the
laying of venue of any action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in Section 19.17.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by Applicable Law, the defence of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.  19.19    Waiver of Jury Trial  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.  19.20    Language  The
parties acknowledge that they have required that this Agreement, the Loan
Documents and all documents, notices and legal proceedings entered into, given
or  110


instituted
pursuant hereto or relating directly or indirectly hereto be drawn up in
English.  Les parties reconnaissent avoir
exigé la rédaction en anglais de la présente convention ainsi que de tous
documents exécutés, avis donnés et procédures judiciaires intentées,
directement ou indirectement, relativement ou à la suite de la présente
convention.  19.21    Third Party Beneficiaries  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in Section 18.5 and,
to the extent contemplated hereby, the Related Parties of each of the Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.  19.22    Formal Date  For
the purposes of convenience, this Agreement may be referred to as bearing the
formal date of January 10 2008, notwithstanding its actual date of
signature.  [SIGNATURE PAGES
FOLLOW]  111


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  THE BANK OF NOVA SCOTIA,as Administrative Agent40 King Street WestScotia Plaza, 62nd FloorToronto, Ontario
  By:
  (signed)  Alastair BorthwickM5W 2X6
  
  Name:  Alastair BorthwickTitle:    DirectorAttention:
  Alastair BorthwickTelecopier: (416) 866-3329
  By:
  (signed)  Stella LunaName:  Stella LunaTitle:    Associate
  Director  [signature page for
Credit Agreement relating to Agnico-Eagle Mines Limited et al.]  S1


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  THE BANK OF NOVA SCOTIA,as Lender40 King Street WestScotia Plaza, 62nd FloorToronto, Ontario
  By:
  (signed)  Ray ClarkeM5W 2X6
  
  Name:  Ray ClarkeTitle:    DirectorAttention:
  Ray ClarkeFacsimile:      (416)
  866-2009
  By:
  (signed)  Ian StephensonName:  Ian StephensonTitle:    Associate
  Director  S2


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the date first hereinabove mentioned.  Address For Notice
  SOCIÉTÉ GÉNÉRALE (CANADABRANCH)1501 McGill College AvenueSuite 1800Montreal, Quebec
  By:
  (signed)  Michael C. ManionH3A 3M8
  
  Name:  Michael C. ManionTitle:    DirectorAttention:
  Mariette JeanFacsimile:      (514)
  841-6250
  By:
  (signed)  Yvon J. JeghersName:  Yvon J. Jeghers, CAwith a copy to
  
  Title:    Managing
  Director100 Yonge Street, Suite 1002Toronto, OntarioM5C 2W1Attention: Michael ManionFacsimile: (416) 364-1879  S3


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the date first hereinabove mentioned.  Address For Notice
  THE TORONTO-DOMINION BANK66 Wellington Street WestTD Tower, 8th Floor
  By:
  (signed)  Rohan AppaduraiToronto, Ontario
  
  Name:  Rohan AppaduraiM5K
  1A2
  
  Title:    Managing
  DirectorAttention:      
  Rohan AppaduraiBy:Facsimile:      (416)
  944-5164
  
  Name:Title:  S4


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the date first hereinabove mentioned.  Address
  For Notice
  NATIONAL BANK OF CANADACredit Capital Markets1155 Metcalfe Street
  By:
  (signed) Andre Marenger5th floor
  
  Name:  Andre MarengerMontreal, Quebec
  
  Title:    DirectorH3B 4S9Attention:
  Andre
  Marenger
  By:
  (signed) Roch LedouxName:  Roch LedouxFacsimile:
  (514) 390-7860
  
  Title:    Director  S5


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the date first hereinabove mentioned.  Address
  For Notice
  BANK OF MONTREALLoan Products Group100 King Street West
  By:
  (signed) Robert Wright4th Floor
  
  Name:  Robert WrightToronto, Ontario
  
  Title:    Vice-PresidentM5X 1A1Attention:
  Robert
  Wright
  By:Name:Facsimile:
  (416) 359-7796
  
  Title:  S6


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the date first hereinabove mentioned.  Address
  For Notice
  N M ROTHSCHILD & SONS LIMITEDNew CourtSt. Swithins Lane
  By:
  (signed) George PyperLondon, England
  
  Name:  George PyperEC4P 4DU
  
  Title:    DirectorAttention:
  Andrew
  Johnson / Patrick
  McCormackBy:
  (signed) Derek McCroneFacsimile:
  +44 20 7280 5403
  
  Name:  Derek McCroneTitle:    Assistant
  Director  S7


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement on the date first hereinabove mentioned.  Address For Notice
  AGNICO-EAGLE MINES LIMITED145 King Street East, Suite 400Toronto, Ontario
  By:
  (signed) David A. GarofaloM5C 2Y7
  
  Name:  David A. GarofaloTitle:    Senior
  Vice-President, FinanceAttention:
  David
  Garofalo
  
  &
  Chief Financial OfficerFacsimile:
  (416) 367-4681  S8


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  1715495 ONTARIO INC.c/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    PresidentAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S9


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  1641315 ONTARIO INC.c/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    Chief
  Financial OfficerAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S10


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  AGNICO-EAGLE (DELAWARE) L.L.C.c/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) R. Gregory LaingToronto, Ontario
  
  Name:  R. Gregory LaingM5C 2Y7
  
  Title:    SecretaryAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S11


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  AGNICO-EAGLE (DELAWARE) II
  L.L.C.c/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    DirectorAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S12


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  AGNICO-EAGLE (DELAWARE) III
  L.L.C.c/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    DirectorAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S13


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  AGNICO-EAGLE SWEDEN ABc/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    Authorized
  SignatoryAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S14


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  AGNICO-EAGLE ABc/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    Authorized
  SignatoryAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S15


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  RIDDARHYTTAN RESOURCES ABc/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A. GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    Authorized
  SignatoryAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S16


IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first
hereinabove mentioned.  Address For Notice
  AGNICO EAGLE MEXICO S.A. DE
  C.V.c/o Agnico-Eagle Mines Limited145 King Street East, Suite 400
  By:
  (signed) David A.
  GarofaloToronto, Ontario
  
  Name:  David A. GarofaloM5C 2Y7
  
  Title:    Attorney in
  FactAttention:
  David
  GarofaloFacsimile:
  (416) 367-4681  S17