Exhibit 4.02


 


Execution Version


 


AMENDMENT NO.
1 TO CREDIT AGREEMENT


 


This Amendment
No. 1 to Credit Agreement (the “Agreement”)
is made as of the 4th day of September, 2008 between Agnico-Eagle Mines Limited
(the “Borrower”), the Guarantors
(as defined below) party hereto, The Bank of Nova Scotia, as administrative
agent under the First Credit Agreement (as defined below) (the “Administrative Agent”), and the Lenders (as
defined below) party hereto (constituting the Majority Lenders, as defined in
the First Credit Agreement).


 


RECITALS:


 


A.                                   The Borrower has entered into a credit agreement (the “First Credit Agreement”) dated January 10,
2008 between the Borrower, the guarantors party thereto, the lenders party
thereto (the “Lenders”) and the
Administrative Agent.


 


B.                                     The Borrower proposes to enter into a separate credit agreement of
even date herewith (the “Second Credit
Agreement”) which will terminate on the date which is two years from
the date hereof.


 


C.                                     Section 14.1 of the First Credit Agreement prohibits the
Obligors from incurring, assuming or permitting to exist any Debt other than
Permitted Debt.


 


D.                                    Debt incurred under the Second Credit Agreement would not be
Permitted Debt since, contrary to the definition of Permitted Debt, such Debt
would require principal payments before the date which is 12 months following
the Maturity Date.


 


E.                                      The parties wish to amend the First Credit Agreement in the manner
set forth below to, inter alia,
permit the Borrower to enter into the Second Credit Agreement without breaching
any provision of the First Credit Agreement.


 


F.                                      Section 16.13 of the First Credit Agreement provides that
certain amendments (including those contemplated hereby) to the First Credit
Agreement may be made with the written consent of the Majority Lenders.


 


G.                                     The Lenders party to this Agreement together constitute the Majority
Lenders.


 


NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agree as follows:


 


1.                                       All capitalized terms used herein (including in the recitals above)
which are not defined herein shall have the respective meanings given to them
in the First Credit Agreement.


 


2.                                       The First Credit Agreement is hereby amended by:


 


(a)                                  deleting Section 1.1.32.5 of the First Credit Agreement in its
entirety and replacing it with the following:


 

















 


any repurchase agreement having a term of 30
days or less entered into with any Lender, any Other 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


 


(b)                                 deleting the reference to “Business Day” in the sixth line of Section 1.1.71
of the First Credit Agreement in its entirety and replacing it with “Banking
Day”;


 


(c)                                  adding the following definition after Section 1.1.72 of the
First Credit Agreement, as Section 1.1.72(A):


 


“First
Percentage” means the percentage of the aggregate Commitments
(excluding any such Commitments which have been suspended under Section 6.1
of this Agreement) which have been utilized and are outstanding as Advances;


 


(d)                                 deleting Section 1.1.125 of the First Credit Agreement in its
entirety and replacing it with the following:


 


“Other
Derivative Counterparties” means, at any time, up to five Persons
(which are not Lenders, Other Lenders or Affiliates of Lenders or Other
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 (as such term is defined in the Second
Credit Agreement on the date hereof) 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;


 


(e)                                  adding the following definition after Section 1.1.125 of the
First Credit Agreement, as Section 1.1.125(A):


 


“Other
Lender” means a Lender (as such term is defined in the Second Credit
Agreement on the date hereof);


 


(f)                                    deleting Section 1.1.133.4 of the First Credit Agreement in its
entirety and replacing it with the following:


 


guarantees granted to Lenders, Other Lenders
or Affiliates of Lenders or Other Lenders in respect of obligations under
Derivative Instruments entered into between any Obligor and any Lender, any
Other Lender or any Affiliate of any Lender or any Other Lender;


 


(g)                                 deleting Section 1.1.133.5 of the First Credit Agreement in its
entirety and replacing it with the following:


 


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guarantees granted to Lenders, Other Lenders
or Affiliates of Lenders or Other Lenders by any Obligor in respect of
obligations under Other Supported Agreements entered into between any other
Obligor and any Lender, any Other Lender or any Affiliate of any Lender or any
Other Lender;


 


(h)                                 deleting the word “and” after Section 1.1.133.10 of the First
Credit Agreement, replacing the period with “; and” at the end of Section 1.1.133.11
of the First Credit Agreement and adding the following after Section 1.1.133.11
of the First Credit Agreement, as Section 1.1.133.12:


 


“unsecured Debt under the Second Credit
Agreement.”


 


(i)                                     adding the following definition after Section 1.1.153 of the
First Credit Agreement, as Section 1.1.153(A):


 


“Second
Credit Agreement” means the credit agreement dated as of September 4,
2008 between Agnico-Eagle Mines Limited, as borrower, the guarantors from time
to time party thereto, The Bank of Nova Scotia, as administrative agent and
lead arranger, and the lenders from time to time party thereto;


 


(j)                                     adding the following definition after Section 1.1.153(A) of
the First Credit Agreement, as Section 1.1.153(B):


 


“Second
Percentage” means the percentage of the aggregate Commitments (as
such term is defined in the Second Credit Agreement on the date hereof)
(excluding any such Commitments which have been suspended under Section 6.1
of the Second Credit Agreement (or any such amended provision of the Second
Credit Agreement having the same effect)) which have been utilized and are
outstanding as Advances (as such term is defined in the Second Credit Agreement
on the date hereof);


 


(k)                                  deleting the reference to “US$80,000,000” in Section 2.2.2.1 of
the First Credit Agreement in its entirety and replacing it with “US$100,000,000”;


 


(l)                                     adding the following provision after Section 2.10 of the First
Credit Agreement, as Section 2.11:


 


“Pro-Rata
Utilizations


 


2.11.1                  If, at any time, the First Percentage and the Second Percentage
differ by 10 or more, the Borrower shall, within 30 days thereof, take one or
more of the following steps, as applicable:


 


2.11.1.1         repay an
amount under this Agreement;


 


2.11.1.2         repay an
amount under the Second Credit Agreement;


 


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2.11.1.3                   subject to the
terms and conditions hereof, obtain an Advance or Advances under the Credit
Facility; or


 


2.11.1.4                   subject to the
terms and conditions of the Second Credit Agreement, obtain an Advance or
Advances (as such term is defined in the Second Credit Agreement on the date
hereof);


 


so that the First Percentage and the Second
Percentage differ by less than 10.


 


2.11.2                  If Advances (as such term is defined in the Second
Credit Agreement on the date hereof) are otherwise available under the Second
Credit Agreement to the Borrower, to the extent that there exist Advances by
way of the issuance of Letters of Credit outstanding hereunder, the Borrower
will not request any further Advances hereunder, other than Advances by way of
the issuance of Letters of Credit or Swing Line Advances, unless and until the
aggregate outstanding amount of Advances (as such term is defined in the Second
Credit Agreement on the date hereof) under the Second Credit Agreement are
sufficient to comply with Section 2.11.1 without reference to this
sentence.  Under no circumstances shall
the Borrower be required pursuant to this Section 2.11 to request an
Advance (as such term is defined in the Second Credit Agreement on the date
hereof) under the Second Credit Agreement that is not otherwise required for
general corporate purposes of the Borrower or the other Obligors solely because
of the utilization of Letters of Credit hereunder.  Nothing in this Section 2.11 shall limit
the Borrower’s ability to have outstanding Advances that are Letters of Credit
or Swing Line Advances hereunder or to incur Advances that are Letters of
Credit or Swing Line Advances.”


 


(m)                               deleting the reference to “Business Days” in the second line of Section 3.2
of the First Credit Agreement in its entirety and replacing it with “Banking
Days”;


 


(n)                                 deleting the reference to “US$80,000,000” in Section 3.3.1 of
the First Credit Agreement in its entirety and replacing it with “US$100,000,000”;
and


 


(o)                                 deleting Section 6.5.1 of the First Credit Agreement in its
entirety and replacing it with the following:


 


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
or suspend its funding obligations hereunder pursuant to Section 6.1, 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


 


4

















 


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.


 


(p)                                 deleting “notice of” from the beginning of Section 13.2.5 of
the First Credit Agreement;


 


(q)                                 deleting Section 14.6.1.1 of the First Credit Agreement in its
entirety and replacing it with the following:


 


with any Person other than a Lender, an Other
Lender or an Affiliate of a Lender or an Other Lender or an Other Derivative
Counterparty;


 


(r)                                    deleting Section 19.15.1(d) of the First Credit Agreement in
its entirety and replacing it with, “to any other party hereto or to any party
to the Second Credit Agreement”;


 


(s)                                  deleting Exhibit E of the First Credit Agreement in its
entirety and replacing it with Exhibit E hereto; and


 


(t)                                    deleting Schedules B and E of the First Credit Agreement in their
entirety and replacing them with Schedules B and E hereto.


 


3.                                       To induce the Agent and the Lenders to enter into this Agreement,
each Obligor represents and warrants as follows:


 


(a)                                  the representations and warranties contained in the First Credit
Agreement and the other Loan Documents, other than those expressly stated to be
made as of a specific other date or otherwise expressly modified in accordance
with Section 10.17 of the First Credit Agreement, are true and correct in
all material respects on the date hereof; and


 


(b)                                 after giving effect to the terms hereof, no Default or Event of
Default has occurred and is continuing or would result from the entering into,
or performance, by such Obligor of the Second Credit Agreement.


 


4.                                       The First Credit Agreement and the Loan Documents shall be read and
construed throughout so as to incorporate the provisions of this Agreement.


 


5.                                       Except to the extent specifically provided herein, nothing herein
waives, amends or otherwise alters the First Credit Agreement, the Loan
Documents or the rights and remedies of the Agent and the Lenders thereunder or
under Applicable Law, all of which rights and remedies remain in full force and
effect. The amendments referred to herein apply only to the specific subject
matter hereof, and nothing herein shall constitute an amendment or waiver of,
consent to, or shall in any manner affect any of the rights and remedies of the
Agent and the Lenders with respect to, any other matter.


 


5

















 


6.                                       This Agreement may be signed in counterparts and transmitted by
facsimile or “PDF”, each of which shall be considered an original and all of
such counterparts taken together shall constitute one and the same agreement.


 


7.                                       This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.


 


8.                                       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 thereof or affecting the validity or enforceability of
such provision in any other jurisdiction.


 


9.                                       This Agreement shall be binding upon the parties to the First Credit
Agreement and their respective successors and permitted assigns, and shall
enure to the benefit of the parties to the First Credit Agreement and their
respective successors and permitted assigns.


 


[SIGNATURE
PAGES FOLLOW]


 


6

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  THE BANK OF NOVA SCOTIA, as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alastair Borthwick

  
	
   

  	
  Name: Alastair Borthwick

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Voula Karidis

  
	
   

  	
  Name: Voula Karidis

  
	
   

  	
  Title: Associate Director

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ray Clarke

  
	
   

  	
  Name: Ray Clarke

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tim Decker

  
	
   

  	
  Name: Tim Decker

  
	
   

  	
  Title: Director

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  SOCIÉTÉ GÉNÉRALE (CANADA

  BRANCH)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael C. Manion

  
	
   

  	
  Name: Michael C. Manion

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul Motiwalla

  
	
   

  	
  Name: Paul Motiwalla

  
	
   

  	
  Title: Managing Director

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  THE TORONTO-DOMINION BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rohan Appadurai

  
	
   

  	
  Name: Rohan Appadurai

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tom Minos

  
	
   

  	
  Name: Tom Minos

  
	
   

  	
  Title: Vice President

  



 














 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  NATIONAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andre Marenger

  
	
   

  	
  Name: Andre Marenger

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen Redding

  
	
   

  	
  Name: Stephen Redding

  
	
   

  	
  Title: Director

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen Kelly

  
	
   

  	
  Name: Stephen Kelly

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Derek Tovich

  
	
   

  	
  Name: Derek Tovich

  
	
   

  	
  Title: Vice President

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  NM ROTHSCHILD & SONS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George Pyper

  
	
   

  	
  Name: George Pyper

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alan Park

  
	
   

  	
  Name: Alan Park

  
	
   

  	
  Title: Managing Director

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO-EAGLE MINES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title:

  	
  General Counsel, Senior
  Vice-President, Legal and Corporate Secretary 

  
				



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  1715495 ONTARIO INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Vice President,
  Secretary and Director

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  1641315 ONTARIO INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Authorized Signatory

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO-EAGLE (DELAWARE) L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Secretary

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO-EAGLE (DELAWARE) II

  
	
   

  	
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Authorized Signatory

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO-EAGLE (DELAWARE) III

  
	
   

  	
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Authorized Signatory

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO-EAGLE SWEDEN AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Authorized Signatory

  



 














 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO-EAGLE AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Authorized Signatory

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  RIDDARHYTTAN RESOURCES AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Authorized Signatory

  



 

















 


IN
WITNESS WHEREOF each of the
undersigned has caused this Amendment No. 1 to Credit Agreement to be
executed by its duly authorized officer(s) as of the date first written above.


 


	
   

  	
  AGNICO EAGLE MEXICO S.A. DE

  
	
   

  	
  C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Gregory Laing

  
	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
  Title: Attorney-in-Fact