Exhibit 4.01




	
  

  	
  Execution
  Version 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 Joint
  Lead Arranger, Joint Bookrunner and Administrative Agent - and - THE
  TORONTO-DOMINION BANK as Joint Lead Arranger, Joint Bookrunner and
  Syndication Agent - and - BANK OF MONTREAL, ROYAL BANK OF CANADA AND CANADIAN
  IMPERIAL BANK OF COMMERCE as Co-Documentation Agents SECOND AMENDED AND
  RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 4, 2011 US$1,200,000,000 CREDIT
  FACILITIES BORDEN LADNER GERVAIS LLP DAVIES WARD PHILLIPS & VINEBERG LLP 

  






 















	
  

  	
  - i - TABLE OF
  CONTENTS 1. INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 35 1.3
  Currency 35 1.4 Generally Accepted Accounting Principles 36 1.5 Division and
  Titles 36 1.6 Calculations 36 1.7 Assignment and Assumption 36 1.8 Amendment
  and Restatement 37 2. THE CREDIT 37 2.1 Amounts of Credit Facility 37 2.2
  Availment Options under Credit Facility 37 2.3 Revolving Credit Facility 38
  2.4 Purpose/Use of the Credit Facility 38 2.5 Term and Repayment 38 2.6
  Voluntary Prepayments and Voluntary Cancellations 40 2.7 Interest Rates 41
  2.8 Annual Agency Fees 43 2.9 Exchange Rate Fluctuations 43 3. ADVANCES,
  CONVERSIONS AND OPERATION OF ACCOUNTS 44 3.1 Notice of Borrowing - Direct
  Advances 44 3.2 Canadian Dollar-Libor Funded Advances 44 3.3 LIBOR Advances
  and Conversions 44 3.4 Letters of Credit 45 3.5 Swing Line Advances 51 3.6 Defaulting
  Lenders 54 3.7 Evidence of Indebtedness 55 3.8 Apportionment of Advances 55
  3.9 Notices Irrevocable 55 3.10 Limits on BA Advances and Libor Advances 55
  4. CALCULATION OF INTEREST AND FEES 56 4.1 Calculation of Interest on Prime
  Rate Advances and US Base Rate Advances 56 4.2 Payment of Interest on Prime
  Rate Advances and US Base Rate Advances 56 4.3 Calculation of Interest on
  Libor Basis 56 4.4 Payment of Interest on Libor Basis 56 4.5 Fixing of LIBOR
  56 4.6 Interest on Miscellaneous Amounts 57 4.7 Default Interest 57 4.8
  Maximum Interest Rate 57 4.9 Interest Act 57 5. BANKERS' ACCEPTANCES 58 5.1
  Advances by Bankers' Acceptances and Conversions into Bankers' Acceptances 58
  5.2 Acceptance Procedure 59 5.3 Purchase of Bankers' Acceptances and Discount
  Notes 60 

  






 















	
  

  	
  - ii - 5.4
  Maturity Date of Bankers' Acceptances 60 5.5 Deemed Conversions on the
  Maturity Date of Bankers' Acceptances 61 5.6 Conversion and Extension
  Mechanism 61 5.7 No Prepayment of Bankers' Acceptances 61 5.8 Apportionment
  Amongst the Lenders 61 5.9 Days of Grace 62 5.10 Obligations Absolute 62 5.11
  Depository Bills and Notes Act 62 6. ILLEGALITY, INCREASED COSTS,
  INDEMNIFICATION AND MARKET DISRUPTIONS 63 6.1 Illegality 63 6.2 Increased
  Costs 63 6.3 Taxes 65 6.4 Breakage Costs, Failure to Borrow or Repay After
  Notice 67 6.5 Mitigation Obligations: Replacement of Lenders 68 6.6 Market
  for Bankers' Acceptances and Libor Advances 70 7. PROVISIONS RELATING TO
  PAYMENTS 70 7.1 Payment of Losses Resulting From a Prepayment 70 7.2
  Imputation of Prepayments 70 7.3 Currency of Payments 71 7.4 Payments by the
  Borrower to the Agent 71 7.5 Payment on a Business Day 71 7.6 Payments by the
  Lenders to the Agent 71 7.7 Netting 71 7.8 Application of Payments 72 7.9 No
  Set-Off or Counterclaim by Borrower 72 7.10 Debit Authorization 72 8.
  GUARANTEES 72 8.1 Guarantees 72 8.2 Additional Guarantors; Release 73 8.3
  Obligations Supported by the Guarantees 73 8.4 Other Supported Obligations 74
  8.5 Limitation 74 9. CONDITIONS PRECEDENT 74 9.1 Conditions to Effectiveness
  74 9.2 Conditions Precedent to each Advance 76 9.3 Waiver of Conditions
  Precedent 76 10. REPRESENTATIONS AND WARRANTIES 76 10.1 Existence, Power and
  Authority 76 10.2 Loan Documents 77 10.3 Conduct of Business 77 10.4
  Litigation 78 10.5 Financial Statements and Information 78 10.6 Subsidiaries,
  etc. 79 10.7 Title to Property 79 

  






 















	
  

  	
  - iii - 10.8
  Taxes 80 10.9 Insurance 80 10.10 No Material Adverse Effect 80 10.11 Pension
  Matters 80 10.12 Ranking and Priority 81 10.13 Absence of Default 81 10.14
  Environment 81 10.15 Mines 82 10.16 Complete and Accurate Information 82
  10.17 Survival of Representations and Warranties 82 11. FINANCIAL COVENANTS
  83 11.1 Total Net Debt to EBITDA Ratio 83 11.2 Tangible Net Worth 83 12.
  AFFIRMATIVE COVENANTS 83 12.1 Existence and Good Standing 83 12.2 Permits 83
  12.3 Books and Records 84 12.4 Property 84 12.5 Material Contracts 84 12.6
  Financial Information 84 12.7 Compliance with Applicable Law 85 12.8
  Insurance 85 12.9 Payment of Taxes 85 12.10 Access and Inspection 85 12.11 Maintenance
  of Accounts 86 12.12 Performance of Obligations 86 12.13 Litigation 86 12.14
  Payment of Fees and Other Expenses 86 12.15 Priority of Obligations 87 12.16
  Post-Closing Documentation 87 12.17 Barbados Joinder Agreement 88 13.
  REPORTING AND NOTICE REQUIREMENTS 88 13.1 Financial and Other Reporting 88
  13.2 Requirements for Notice 90 14. NEGATIVE COVENANTS 90 14.1 Debt 91 14.2
  Liens 91 14.3 Investments 91 14.4 Distributions 91 14.5 Asset Dispositions 92
  14.6 Derivative Instruments 92 14.7 Affiliate Transactions 92 14.8
  Subordinated Debt 93 14.9 Business Combination, Reorganization, etc. 93 

  






 















	
  

  	
  - iv - 15.
  EVENTS OF DEFAULT AND ENFORCEMENT 94 15.1 Events of Default 94 15.2 Remedies
  97 15.3 Notice 97 15.4 Escrowed Funds for Letters of Credit and Bankers'
  Acceptances 98 15.5 Costs 99 15.6 Relations with the Obligors 99 15.7
  Application of Proceeds 99 16. THE AGENT AND THE LENDERS 99 16.1
  Authorization of Agent 99 16.2 Agent's Responsibility 100 16.3 Rights of
  Agent as Lender 102 16.4 Indemnity by Lenders 102 16.5 Notice by Agent to
  Lenders 102 16.6 Protection of Agent - Advances and Payments 103 16.7 Notice
  by Lenders to Agent 103 16.8 Sharing Among the Lenders 103 16.9 Procedure
  With Respect to Advances 105 16.10 Non-Payment by Lenders 105 16.11 Accounts
  Kept by Each Lender 105 16.12 Binding Determinations 106 16.13 Amendment of
  Article 16 106 16.14 Decisions, Amendments and Waivers of the Lenders 106
  16.15 Authorized Waivers, Variations and Omissions 106 16.16 Provisions for
  the Benefit of Lenders Only 107 16.17 Assignment by Agent to an Affiliate 107
  16.18 Collective Action of the Lenders 107 16.19 Resignation of Agent 107 17.
  CURRENCY CONVERSION, ETC. 108 17.1 Rules of Conversion 108 17.2 Determination
  of Equivalent Amount in another Currencies 109 18. ASSIGNMENT 109 18.1
  Assignment by the Borrower 109 18.2 Assignments and Transfers by the Lenders
  110 18.3 Register 112 18.4 Electronic Execution of Assignments 112 18.5
  Participations 112 18.6 Limitations Upon Participant Rights 113 18.7
  Promissory Notes 113 19. MISCELLANEOUS 113 19.1 Notices 113 19.2 Amendment
  and Waiver 114 19.3 Lender Replacement 115 19.4 Independent Engineer and
  Other Consultants 118 19.5 Entire Agreement 118 19.6 Indemnification and
  Set-Off 118 

  






 












	
  

  	
  - v - 19.7
  Benefit of Agreement 119 19.8 Counterparts 119 19.9 This Agreement to Govern
  119 19.10 Applicable Law 119 19.11 Severability 119 19.12 Further Assurances
  119 19.13 Good Faith and Fair Consideration 120 19.14 Responsibility of the
  Lenders 120 19.15 Indemnity 120 19.16 Confidentiality 121 19.17 Reinstatement
  122 19.18 Submission to Jurisdiction 122 19.19 Waiver of Venue 123 19.20
  Waiver of Jury Trial 123 19.21 Language 123 19.22 Third Party Beneficiaries
  123 19.23 Formal Date 124 19.24 Swedish Companies Act 124 19.25 Finnish
  Companies Act 124 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 - PERMITTED LIENS SCHEDULE B - OTHER SUPPORTED
  OBLIGATIONS SCHEDULE C - LITIGATION SCHEDULE D - EQUITY INTERESTS AND
  ORGANIZATION STRUCTURE 

  






 















	
  

  	
  SECOND AMENDED
  AND RESTATED CREDIT AGREEMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
  entered into as of the 4th day of August, 2011 B E T W E E N: AGNICO-EAGLE
  MINES LIMITED as Borrower - and - 1715495 ONTARIO INC. 1641315 ONTARIO INC.
  AGNICO-EAGLE SWEDEN AB AGNICO-EAGLE FINLAND OY AGNICO EAGLE MEXICO S.A. DE
  C.V. TENEDORA AGNICO EAGLE MEXICO S.A. DE C.V. AGNICO-EAGLE MINES MEXICO
  COOPERATIE U.A. AGNICO-EAGLE MINES SWEDEN COOPERATIE U.A. 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
  certain of the parties entered into a credit agreement dated as of September
  4, 2008, which credit agreement was amended and restated as of June 15, 2009,
  further amended by notice and amendment no. 1 to amended and restated credit
  agreement dated as of April 6, 2010, and further amended and restated by
  amended and restated credit agreement dated as of June 22, 2010 (the
  "Existing Credit Agreement"); AND WHEREAS the Borrower has
  requested certain amendments to the credit facilities available under the
  Existing Credit Agreement, as set forth herein; AND WHEREAS the parties
  hereto are entering into this Agreement to provide for the terms of such
  amended credit facilities by amending and restating the Existing Credit
  Agreement. 

  






 















	
  

  	
  - 2 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT NOW THEREFORE for valuable
  consideration and intending to be legally bound by this Agreement, the
  parties agree that the Existing Credit Agreement is amended and restated as
  follows: 1. INTERPRETATION 1.1 Definitions 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 "Accepting Lender Notice" has the
  meaning defined in Section 19.3.2; 1.1.3 "Acquisition Deadline" has
  the meaning defined in Section 19.3.3.1; 1.1.4 "Acquisition Notice"
  has the meaning defined in Section 19.3.3.1; 1.1.5 "Acquisition Request
  Notice" has the meaning defined in Section 19.3.3; 1.1.6
  "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, Swing Line
  Advances, US Base Rate Advances and Libor Advances, plus the face amount of
  all outstanding Bankers' Acceptances and Letters of Credit; 1.1.7
  "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; 1.1.8 "Agency Fee Letter" means the confidential letter
  agreement dated June 22, 2010 between the Agent and the Borrower, providing
  for the payment of certain agency fees in relation to the Credit Facility;
  1.1.9 "Agent" means The Bank of Nova Scotia, in its capacity as
  administrative agent for the Lenders; 1.1.10 "Agreement", "herein",
  "hereby", "hereto" "hereunder" or similar
  expressions mean this agreement, the recitals hereto and any schedules 

  






 















	
  

  	
  - 3 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.11 "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; 1.1.12 "Applicable Margin" means
  the relevant percentage set forth in the relevant row of the table in Section
  2.7.1; 1.1.13 "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, with respect to any
  Lender, the percentage of total Credit Exposure of all Lenders represented by
  such Lender’s Credit Exposure; 1.1.14 "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; 1.1.15 "Approving Lenders"
  has the meaning defined in Section 19.3.2; 1.1.16 "Arm's Length"
  has the meaning given to that term for the purposes of the Income Tax Act
  (Canada) on the date hereof; 1.1.17 "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; 1.1.18 "Assignee" means an Eligible Assignee who has
  entered into an Assignment and Assumption Agreement; 1.1.19
  "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; 

  






 















	
  

  	
  - 4 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.20 "Assignment and Assumption
  Agreement" means an agreement substantially in the form of Exhibit B;
  1.1.21 "Associate" has the meaning given to that term in the
  Business Corporations Act (Ontario) on the date hereof; 1.1.22
  "Available Amount" has the meaning defined in Section 19.3.3.1;
  1.1.23 "Available Proceeds" has the meaning defined in Section
  5.2.3.4; 1.1.24 "BA Advance" means an Advance in Canadian Dollars
  which the Borrower has elected to borrow by way of Bankers' Acceptances;
  1.1.25 "BA Lender" means a Lender which is a bank that accepts
  bankers' acceptances issued in Canada; 1.1.26 "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)) with such fraction being rounded up or
  down to the fourth 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"); 1.1.27 "BA Request" has
  the meaning defined in subsection 5.1.1; 1.1.28 "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"; 1.1.29 "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, 

  






 












	
  

  	
  - 5 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT or six months quoted on Thomson 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:
  (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; 1.1.30 "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; 

  






 















	
  

  	
  - 6 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.31 "Borrower" means
  Agnico-Eagle Mines Limited, an Ontario corporation; 1.1.32 "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, provided
  that notice of such designation has been received or deemed to have been
  received in accordance with the Agreement; 1.1.33 "Business
  Combination" has the meaning defined in Section 14.9.1.4. 1.1.34
  "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; 1.1.35
  "Canadian Dollar-Libor Funded Lenders" means any Lender that funds
  its Canadian dollars from the London interbank market and which the Borrower
  has accepted in writing as a "Canadian Dollar- Libor Funded
  Lender", and "Canadian Dollar-Libor Funded Lender" means any
  of the "Canadian Dollar-Libor Funded Lenders"; 1.1.36
  "Canadian Dollar-Libor Term" means the interest period equal to the
  shortest interest period displayed on the Libor01 page of Reuters Service for
  C$1,000,000 at or about 11:00 a.m. (London time) on the date of determination;
  1.1.37 "Canadian Dollars" or "C$" means the lawful
  currency of Canada; 1.1.38 "Capital Lease" means any lease which is
  required to be capitalized on a balance sheet of the lessee in accordance
  with GAAP; 1.1.39 "Capital Lease Obligations" means, as to any
  Person, an obligation of such Person to pay rent or other amounts under a
  Capital Lease and the amount of such obligation shall be the capitalized
  amount thereof, determined in accordance with GAAP; 1.1.40 "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; 

  






 















	
  

  	
  - 7 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.41 "Cash Equivalents"
  means, as of the date of any determination thereof, instruments of the
  following types: 1.1.41.1 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;
  1.1.41.2 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; 1.1.41.3 commercial paper, bonds, notes, debentures and
  bankers' acceptances issued by a Person residing in Canada or the USA and not
  referred to in subsections 1.1.41.1, 1.1.41.2 or 1.1.41.4, 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 appearing on the list of "Global Liquidity Standard for ABCP
  Issuers" published and maintained by DBRS (for so long as such list is
  in existence and is continually being updated); 1.1.41.4 (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 

  






 















	
  

  	
  - 8 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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;
  1.1.41.5 any 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 1.1.41.4 which is secured by a fully perfected security interest
  in any obligation of the type described in subsection 1.1.41.1 or 1.1.41.2
  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 1.1.41.6 investments 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); 1.1.42
  "CDS" has the meaning defined in Section 5.11; 1.1.43 "CDS
  & Co." has the meaning defined in Section 5.11; 1.1.44 "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; 1.1.45 "Change of
  Control" means: (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 

  






 















	
  

  	
  - 9 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.46
  "Claim" has the meaning defined in Section 19.15; 1.1.47
  "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 such commitments change in
  accordance with this Agreement; 1.1.48 "Compliance Certificate"
  means a certificate in the form of Exhibit E executed by the chief financial
  officer or another senior officer of the Borrower; 1.1.49 "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; 1.1.50
  "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; 1.1.51 "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; 

  






 












	
  

  	
  - 10 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.52 "Continuing Lenders"
  means the Lenders which were party to the Existing Credit Agreement; 1.1.53
  "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;
  1.1.54 "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; 1.1.55 "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; 1.1.56 “Credit Exposure” means
  with respect to any Lender at any time, the sum of (a) the outstanding
  Advances (excluding, as applicable, Swing Line Loans and Letters of Credit)
  of such Lender, plus (b) such Lender’s Applicable Percentage of all Letter of
  Credit Obligations, plus (c) such Lender’s Applicable Percentage of the
  outstanding Swing Line Loans at such time; 1.1.57 "Credit Facility"
  has the meaning defined in Section 2.1; 1.1.58 "DBRS" means DBRS
  Limited; 1.1.59 "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: 1.1.59.1 all
  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; 1.1.59.2 reimbursement 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; 

  






 















	
  

  	
  - 11 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.59.3 all liabilities upon which
  interest charges are paid or are customarily paid by that Person; 1.1.59.4
  any 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 1.1.59.4) 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 1.1.59.4); 1.1.59.5 all Capital Lease
  Obligations, obligations under Synthetic Leases, obligations under sale and
  leaseback transactions (unless the lease component of the sale 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 1.1.59.6 the 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 or performance of any obligation in any
  manner of any part or all of an obligation of another Person of the type
  included in subsections 1.1.59.1 through 1.1.59.5 above; other than trade
  payables incurred in the Ordinary Course and payable in accordance with
  customary practices; 1.1.60 "Declining Lenders" has the meaning
  defined in Section 19.3.2; 1.1.61 "deemed interest period" has the
  meaning defined in Section 4.9.1; 1.1.62 "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; 

  






 















	
  

  	
  - 12 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.63 "Defaulting Lender"
  means any Lender that (a) has failed to fund any portion of the Advances or
  fund its participating interests in Swing Line Advances required to be funded
  by it hereunder within three Business Days of the date required to be funded
  by it hereunder unless such failure has been cured, (b) has otherwise failed
  to pay over to the Agent or any other Lender any other amount required to be
  paid by it hereunder within three Business Days of the date when due, unless
  the subject of a good faith dispute or unless such failure has been cured,
  (c) has been determined by a court of competent jurisdiction or regulator to
  be insolvent or is unable to meet its obligations or pay its debts as they
  generally become due, (d) is the subject of a bankruptcy or insolvency
  proceeding or (e) is subject to or is seeking the appointment of an
  administrator, regulator, conservator, liquidator, receiver, trustee,
  custodian or other similar official over any portion of its assets or
  business; 1.1.64 "depository bills" has the meaning defined in
  Section 5.11; 1.1.65 "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); 1.1.66
  "Derivative Obligations" means the Obligor Hedging Exposure owed to
  one or more Lenders or Affiliates of a Lender under Derivative Instruments;
  1.1.67 "Designated Period" means, with respect to a Libor Advance
  or a BA Advance, a period designated by the Borrower in accordance with, as
  applicable, Sections 3.3, 5.1 and 5.4; 1.1.68 "Desired Acquisition
  Amount" has the meaning defined in Section 19.3.3.1; 1.1.69
  "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; 

  






 















	
  

  	
  - 13 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.70 "Distribution" means:
  1.1.70.1 the retirement, redemption, retraction, purchase, or other
  acquisition of any Equity Interests of an Obligor or Related Party Debt of an
  Obligor, except where the consideration for retirement, redemption,
  retraction, purchase or other acquisition is made in Equity Interests of an
  Obligor, so long as no Change of Control occurs as a result; 1.1.70.2 the
  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; 1.1.70.3 any payment or
  repayment of or on account of Related Party Debt of an Obligor, including in
  respect of principal, interest, bonus, premium or otherwise; 1.1.70.4 any
  payment of management or similar fees to any Related Party which is not an
  Obligor, except on a commercially reasonable basis as if the payor were
  dealing with such Related Party at Arm's Length, provided that such payment
  constitutes direct or indirect funding of payroll obligations of such Related
  Party; and 1.1.70.5 any 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; 1.1.71 "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;
  1.1.72 "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; 1.1.73
  "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:
  1.1.73.1 onsite and offsite cash operating costs for such period; 1.1.73.2
  cash general and administrative expenses for such period; 1.1.73.3 cash
  capital taxes for such period; and 

  






 















	
  

  	
  - 14 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.73.4 cash reclamation expenditures
  for such period; each component of which is to be calculated in accordance
  with GAAP consistently applied; 1.1.74 "Effective Date" means the date
  on which all of the conditions specified in Section 9.1 are satisfied or
  waived in accordance with Section 9.3, as confirmed in a written notice from
  the Agent to the Borrower; 1.1.75 "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 subsection 18.2.2 has been
  obtained; provided that notwithstanding the foregoing, "Eligible
  Assignee" shall not include any Obligor or any Affiliate of an Obligor;
  1.1.76 "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; 1.1.77 "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); 

  






 












	
  

  	
  - 15 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.78 "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
  Effective 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; 1.1.79
  "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; 1.1.80
  "Event of Default" means an event or circumstance described in
  Section 15.1; 1.1.81 "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 subsection 6.5.2,
  (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 Section
  6.3. 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;
  1.1.82 "Existing Credit Agreement" has the meaning defined in the
  recitals hereto; 

  






 















	
  

  	
  - 16 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.83 "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 Banking 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; 1.1.84
  "First Currency" has the meaning defined in Section 17.1; 1.1.85
  "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; 1.1.86 "Former Swing Line Lender" has the meaning
  defined in Section 3.5.6; 1.1.87 "Fronting Fee" means the fee
  payable to the Issuing Lender in connection with the issuance or renewal of a
  Letter of Credit by the Issuing Lender, based on the percentage per annum set
  out in the Fronting Fee Letter; 1.1.88 "Fronting Fee Letter" means
  the confidential letter agreement dated June 22, 2010 between The Bank of
  Nova Scotia, as Issuing Lender, and the Borrower, and any other confidential
  letter agreement between any other Issuing Lender and the Borrower, providing
  for the payment of fronting fees to the Issuing Lender; 1.1.89 "FX
  Rate" has the meaning defined in Section 17.1; 1.1.90 "GAAP"
  means the generally accepted accounting principles in effect from time to
  time in the USA; 1.1.91 "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, 

  






 















	
  

  	
  - 17 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.92 "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; 1.1.93 "Guaranteed Obligations"
  means the Loan Obligations, the Other Supported Obligations and all other
  indebtedness, liabilities and obligations of the Obligors under the Loan
  Documents; 1.1.94 "Guarantees" means the guarantees delivered or
  required to be delivered under Article 8; 1.1.95 "Guarantor" means
  each Subsidiary of the Borrower that has executed and delivered a Guarantee
  and has complied with the other applicable requirements of Article 8, and has
  not ceased to be a Guarantor pursuant to Article 8; 1.1.96 "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; 1.1.97 "Impacted Lender" means any Lender as to which
  (a) the Agent, the Issuing Lender or the Swing Line Lender has a good faith
  belief that such Lender has defaulted in fulfilling its obligations under one
  or more other syndicated credit facilities, (b) an entity that controls the
  Lender has been determined by a court of competent jurisdiction or regulator
  to be insolvent or is unable to meet its obligations or pay its debts as they
  generally become due or (c) an entity that controls the Lender is the subject
  of a bankruptcy or insolvency proceeding; 1.1.98 "Indemnified
  Party" has the meaning defined in Section 19.15; 1.1.99
  "Indemnified Taxes" means Taxes other than Excluded Taxes; 

  






 















	
  

  	
  - 18 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.100 "Information" has the
  meaning defined in Section 19.16.2; 1.1.101 "Insolvency Proceeding"
  has the meaning defined in Section 15.1.11; 1.1.102 "Intellectual
  Property" means patents, trademarks, service marks, trade names,
  copyrights, trade secrets, industrial designs and other similar rights;
  1.1.103 "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; 1.1.104 "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; 1.1.105 "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; 1.1.106 "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; 1.1.107 "Issuing Lender" means The Bank of Nova Scotia and
  any other Lender appointed by the Borrower and accepted by such Lender, or
  any successor issuer of Letters of Credit appointed by the Borrower in
  accordance with Section 3.4.6.5; 1.1.108 "Kittila Mine" means the 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 an Obligor has rights
  to, or otherwise owns or controls, relating to or acquired in connection with
  such operations, properties and claims; 1.1.109 "Lapa Mine" means the
  Borrower's Lapa mining operations and property located approximately 11
  kilometres east of the LaRonde 

  






 















	
  

  	
  - 19 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.110 "LaRonde Mine" means the Borrower's
  LaRonde mining operations and property located in or around Cadillac and
  Bousquet, Quebec, as presently constituted and as the same may be developed
  or expanded from time to time, 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;
  1.1.111 "LC Indemnitees" has the meaning defined in Section
  3.4.6.1; 1.1.112 "Lender Swing Line Repayments" has the meaning
  defined in Section 3.5.6; 1.1.113 "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; 1.1.114
  "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; 1.1.115 "Letter of Credit
  Fee" means the fee payable to the Agent for the account of the Lenders
  in connection with the issuance or renewal of each Letter of Credit issued by
  the Issuing Lender hereunder calculated in accordance with Section 3.4.2;
  1.1.116 "Letter of Credit Obligations" means, as at any date of determination,
  the aggregate undrawn amount of all outstanding Letters of Credit plus the
  aggregate of all unreimbursed drawings under Letters of Credit which have not
  been converted to a Prime Rate Advance or a US Base Rate Advance; 1.1.117
  "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
  displayed on the Libor01 page of Reuters Service, or in case of the
  unavailability of such page, which is displayed on the British 

  






 












	
  

  	
  - 20 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.118 "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; 1.1.119 "Libor Basis" means the basis
  of calculation of interest on each Advance made at LIBOR, in accordance with
  the provisions of Sections 2.7, 4.3 and 4.4; 1.1.120 "Lien" means:
  1.1.120.1 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; 1.1.120.2 the interest of a vendor or
  lessor under any conditional sale agreement, Capital Lease or title retention
  agreement relating to any Property; 1.1.120.3 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; 1.1.120.4 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;
  and 1.1.120.5 any other Contract, trust or arrangement that secures payment
  or performance of any debt, liability or obligation; and "Liens"
  shall have corresponding meaning; 1.1.121 "Loan Documents" means
  this Agreement, the Guarantees and all other agreements, documents and
  instruments to which an Obligor is a 

  






 















	
  

  	
  - 21 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT party delivered under or in relation to
  the Credit Facility from time to time; 1.1.122 "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 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"; 1.1.123 "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; provided that, the unfunded Commitments of, and the
  outstanding Advances held or deemed to be held by, any Defaulting Lender
  shall be excluded for purposes of making a determination of Majority Lenders;
  1.1.124 "Mandate Letter" means the confidential mandate letter
  agreement dated July 5, 2011 between The Bank of Nova Scotia and The Toronto-
  Dominion Bank, on the one hand, and the Borrower, on the other hand,
  providing for, inter alia, the payment of certain fees; 1.1.125
  "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; 1.1.126 "Material Assets" means (a) the Mines and all
  other present and afteracquired property and assets used in connection with
  or relating to the 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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;
  1.1.127 "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;
  1.1.128 "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; 1.1.129 "Material Subsidiary" means any Subsidiary
  of the Borrower (whether or not wholly-owned) (a) that, as of the end of any
  fiscal quarter of the Borrower, has total consolidated or unconsolidated
  assets having a book value of US$40,000,000 (or the equivalent amount in any
  other applicable currency at the applicable FX Rate) or more, or (b) that, as
  of the end of any fiscal quarter of the Borrower, has total consolidated or
  unconsolidated revenue for the last 12 months of US$20,000,000 (or the
  equivalent amount in any other applicable currency at the applicable FX Rate)
  or more; 1.1.130 "Maturity Date" means June 22, 2016, or if such
  date has been extended in accordance with the terms of Section 2.5, such
  extended date; 1.1.131 "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;
  1.1.132 "Mexican Pledge" means the pledge by Tenedora Agnico Eagle
  Mexico S.A. de C.V. of the common shares of Agnico Eagle Mexico, S.A. de C.V.
  to Agnico-Eagle Mines Mexico Cooperatie U.A. to secure an interest-bearing
  loan made by Agnico-Eagle Mines Mexico Cooperatie U.A. to Agnico Eagle
  Mexico, S.A. de C.V.; 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.133 "Mines" means the
  Goldex Mine, the Kittila Mine, the LaRonde Mine, the Lapa Mine, the Meadowbank
  Mine and the Pinos Altos Mine; 1.1.134 "Moody's" means Moody's
  Investors Service, Inc.; 1.1.135 "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: 1.1.135.1 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; 1.1.135.2 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; and 1.1.135.3 reasonable out-of-pocket costs, fees and expenses
  incurred in connection with such Asset Disposition, including commissions,
  but excluding any such amounts paid to Affiliates of any Obligor unless such
  amounts are in respect of services rendered at arm's length terms; 1.1.136
  "New Lender" means the Lenders which were not party to the Existing
  Credit Agreement; 1.1.137 "Non-BA Lender" means a Lender which does
  not accept bankers' acceptances issued in Canada; 1.1.138 "Note Purchase
  Agreement" means the note purchase agreement entered into by the
  Borrower with the purchasers party thereto on April 7, 2010; 1.1.139
  "Notes" means notes issued pursuant to the Note Purchase Agreement;
  1.1.140 "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, 3.3 or subsection 5.1.1; 1.1.141
  "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 

  






 















	
  

  	
  - 24 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.142 "Obligors"
  means the Borrower and the Guarantors; 1.1.143 "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-today operations of the Person; 1.1.144
  "Other Derivative Counterparty" means, at any time, a Person which
  is not a Lender or an Affiliate of a Lender and which is party to a
  Derivative Instrument with an Obligor; 1.1.145 "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; 1.1.146 "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 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"; 1.1.147 "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; 

  






 












	
  

  	
  - 25 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.148 "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; 1.1.149 "Participant" has the meaning defined in
  Section 18.5; 1.1.150 "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; 1.1.151
  "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; 1.1.152 "Permitted Debt" means, with respect to any
  Person: 1.1.152.1 the Loan Obligations; 1.1.152.2 the Other Supported
  Obligations to the extent they constitute Debt; 1.1.152.3 the Guarantees;
  1.1.152.4 guarantees or other unsecured agreements to assure payment or
  performance 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; 1.1.152.5 guarantees or other unsecured
  agreements to assure payment or performance 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 any
  Affiliate of any Lender; 1.1.152.6 Debt secured by Permitted Liens (except
  Permitted Liens under subsection 1.1.153.16); 

  






 















	
  

  	
  - 26 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.152.7 Debt owed by one or more
  Obligors to one or more other Obligors; 1.1.152.8 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) either (i) the terms and conditions of any
  such Debt is Not More Onerous than this Agreement, or (ii) the Borrower
  undertakes to amend the terms of this Agreement (this Agreement, as modified
  by such undertaking to amend, the "Offered Agreement")
  incorporating the exact same provisions of such Debt to the extent necessary
  such that the terms and conditions of any such Debt is Not More Onerous than
  the Offered Agreement. The terms of any Debt other than Debt under the Loan
  Documents (the "Other Debt") will be "Not More Onerous"
  than this Agreement or the Offered Agreement, as the case may be, if (i) each
  financial ratio (each, an "Other Financing Ratio") to be maintained
  by the Borrower in any agreement (an "Other Financing Document")
  governing the Other Debt (A) is calculated in the same manner as a financial
  ratio in this Agreement or the Offered Agreement, as applicable, and the
  numerical threshold to be satisfied or complied with is the same or less
  onerous or (B) is the same or similar to a financial ratio (the "Credit
  Agreement Ratio") in this Agreement or the Offered Agreement, as
  applicable, and is calculated in a manner that would prevent the Borrower
  from being in compliance with the Credit Agreement Ratio and not the Other
  Financing Ratio; (ii) the cure period for a payment default in respect of
  obligations under an Other Financing Document of the same type (principal,
  interest or interest equivalents, fees or costs each being a different type)
  is not shorter than the cure period (if any) for the comparable payment
  default under this Agreement or the Offered Agreement, as applicable; (iii)
  the cure period for covenants not the subject of a separate independent event
  of default under the Other Financing Document is not shorter than the General
  Covenant Cure Period after notice of the default is given to the Borrower
  under the Other Financing Document; (iv) the financial threshold triggering
  an event of default in an Other Financing Document is not less than the
  Monetary Threshold; and (v) there is no crossdefault event of default under
  the Other Financing 

  






 















	
  

  	
  - 27 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Document that, if triggered, would not
  be similarly triggered under Section 15.1.6 of this Agreement or similar
  provision of the Offered Agreement, as applicable. "General Covenant
  Cure Period" means, at any particular time, 30 days or such other cure
  period as may be identified in Section 15.1.3 of this Agreement or similar
  provision of the Offered Agreement, as applicable. "Monetary
  Threshold" means, at any particular time, US$50,000,000 (or such other
  monetary threshold as may be identified in Section 15.1.6 of this Agreement
  or similar provision of the Offered Agreement, as applicable) or the
  equivalent thereof in any other currency; 1.1.152.9 Subordinated Debt;
  1.1.152.10 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; 1.1.152.11 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; 1.1.152.12 unsecured Debt incurred at a time when no
  Default or Event of Default has occurred and is continuing in respect of
  letters of credit, letters of guarantee, surety bonds, performance bonds or
  guarantees and similar types of instruments issued in the Ordinary Course or
  in connection with an Obligor’s Core Business; but excluding any of the
  foregoing incurred to secure or support indebtedness for borrowed money
  (including, without limitation, by way of overdraft and drafts or orders
  accepted representing extensions of credit in respect of borrowed money) or
  under Derivative Instruments with Other Derivative Counterparties; 1.1.152.13
  all indebtedness, liabilities and obligations of the Borrower and its
  Subsidiaries under and in respect of the Note Purchase Agreement and the
  Notes; 1.1.152.14 any Debt in addition to that described in subsections
  1.1.152.1 through 1.1.152.13 above in an aggregate amount at any particular
  time of not more than US$50,000,000, so long as no Default or Event of
  Default has occurred and is continuing immediately prior to the incurrence of
  such 

  






 















	
  

  	
  - 28 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Debt or would occur as a result of the
  incurrence or assumption of such Debt; 1.1.153 "Permitted Liens"
  means, with respect to any Person: 1.1.153.1 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;
  1.1.153.2 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;
  1.1.153.3 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; 1.1.153.4
  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; 1.1.153.5 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 its business or the use of the affected
  property by such Person; 1.1.153.6 reservations, limitations, provisos and
  conditions in any original grant from the Crown, or any state, government 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 its business or the use of
  the affected real property by such Person; 1.1.153.7 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, 

  






 















	
  

  	
  - 29 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT grant, licence or permit which do not
  materially impair the use of such Property for the purposes for which it is
  held; 1.1.153.8 Liens created in connection with Capital Leases or securing
  Capital Lease Obligations; 1.1.153.9 any Liens for unpaid royalties or duties
  not yet due pursuant to mining leases, claims or other mining rights running
  in favour of any Governmental Authority; 1.1.153.10 without duplicating
  subsections 1.1.153.8 and 1.1.153.11, 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;
  1.1.153.11 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;
  1.1.153.12 royalty agreements or other rights or claims to royalties on or
  affecting any Property owned on the Effective Date by an Obligor or acquired
  by the Obligor, whether or not in existence at the time of such acquisition;
  1.1.153.13 pledges or deposits of cash or cash equivalent instruments made at
  a time when no Default or Event of Default has occurred and is continuing for
  purposes of securing obligations to (i) financial institutions issuing
  letters of credit to secure obligations under Pension Plans, retirement plans
  or for government reclamation costs, or (ii) issuers of letters of credit,
  letters of guarantee, surety bonds, performance bonds or guarantees and
  similar types of instruments issued in the Ordinary Course or in connection
  with an Obligor’s Core Business; but excluding any of the foregoing incurred
  to secure or support indebtedness for borrowed money (including, without
  limitation, by way of overdraft and drafts or orders accepted representing
  extensions of credit in respect of borrowed money); 1.1.153.14 those Liens
  existing on the Property of such Person (or a predecessor of such Person) on
  the Effective Date and set out in Schedule A and any extensions, renewals or
  replacements of any such Lien provided that the original principal amount of
  the Debt or obligations secured thereby is not increased and that any such
  extension, renewal or 

  






 












	
  

  	
  - 30 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT replacement is limited to the property
  originally encumbered thereby; 1.1.153.15 Liens granted by a Guarantor in
  favour of an Obligor for tax planning purposes; and 1.1.153.16 any Lien in
  addition to those described in subsection 1.1.153.1 to 1.1.153.15 above,
  which secures Debt under subsection 1.1.153.14; 1.1.154 "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; 1.1.155 "Pinos Altos Mine" means the 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 an Obligor has rights to, or otherwise
  owns or controls, relating to or acquired in connection with such operations,
  properties and claims; 1.1.156 "Predecessor Obligor" has the
  meaning defined in Section 14.9.1.4; 1.1.157 "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; 1.1.158
  "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; 1.1.159 "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 2.7, 4.1 and 4.2; 1.1.160
  "Principal Currency" means each of Canadian Dollars, US Dollars,
  Euros, British pounds, Swiss francs and Swedish kronor; 1.1.161
  "Principal Jurisdiction" means each of Austria, Belgium, Denmark,
  Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, 

  






 















	
  

  	
  - 31 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Norway, Portugal, Spain, Sweden,
  Switzerland and the United Kingdom; 1.1.162 "Prior Fee Letters"
  means the confidential letter agreement dated September 4, 2008 between the
  Borrower and The Bank of Nova Scotia, as lead arranger and as agent, the
  confidential letter agreement dated June 15, 2009 between the Borrower, on
  the one hand, and The Bank of Nova Scotia and The Toronto-Dominion Bank, as
  joint lead arrangers, on the other hand, and the confidential letter
  agreement dated June 22, 2010 between The Bank of Nova Scotia and The
  Toronto- Dominion Bank, as joint lead arrangers, on the one hand, and the
  Borrower, on the other hand, in each case, providing for the payment of
  certain fees; 1.1.163 "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 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; 1.1.164 "Register" has the meaning defined in
  Section 18.3; 1.1.165 "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; 1.1.166 "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); 1.1.167
  "Reporting Effective Date" has the meaning defined in subsection
  2.7.3; 1.1.168 "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;
  1.1.169 "Resigning Issuing Lender" has the meaning defined in
  Section 3.4.6.5; 1.1.170 "Retiring Swing Line Lender" has the
  meaning defined in Section 3.5.5; 1.1.171 "S&P" means Standard
  & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.;
  1.1.172 "Schedule I Reference Lender" means each of The Bank of
  Nova Scotia and The Toronto-Dominion Bank or any other Lender which is a 

  






 















	
  

  	
  - 32 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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; 1.1.173 "Schedule II Reference Lender" means any bank 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, designated by the Agent from time to time with the consent of
  the Borrower; 1.1.174 "Second Currency" has the meaning defined in
  Section17.1; 1.1.175 "Seizure Proceeding" has the meaning defined
  in Section 15.1.10; 1.1.176 "Selected Amount" means: 1.1.176.1 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; and 1.1.176.2 with respect to a Libor Advance,
  the amount that the Borrower has requested be advanced in accordance with
  Section 3.3; 1.1.177 "Stamping Fee" means the fee payable upon the
  acceptance of a Bankers' Acceptance at the applicable rate set out in Section
  2.7.1 and otherwise calculated in accordance with Section 5.2.3; 1.1.178
  "Standby Fee" has the meaning defined in subsection 2.7.4; 1.1.179 "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;
  1.1.180 "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); 

  






 















	
  

  	
  - 33 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.181 "Substitute Lenders"
  has the meaning defined in Section19.3.3.3; 1.1.182 "Successor
  Entity" has the meaning defined in Section 14.9.1.4(a); 1.1.183
  "Successor Issuing Lender" has the meaning defined in Section
  3.4.6.5; 1.1.184 "Supported Obligations" means the Loan
  Obligations, the obligations of the Obligors under the Loan Documents and the
  Other Supported Obligations; 1.1.185 "Supported Parties" means, at
  any time, the Lenders and the Agent in respect of the Loan Obligations and
  the Guaranteed 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; 1.1.186 "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; 1.1.187 "Swing Line Lender"
  means The Bank of Nova Scotia, and any successor thereof appointed pursuant
  to Section 3.5; 1.1.188 "Swing Line Limit" means US$30,000,000 or
  the equivalent thereof in Canadian Dollars; 1.1.189 "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 1.1.190 "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; 1.1.191 "Tangible Net Worth"
  means, at the date of determination, the aggregate value of the Borrower's
  then stated share capital, other paidin 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; 

  






 















	
  

  	
  - 34 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.192 "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; 1.1.193
  "Test Date" has the meaning defined in Section 8.1.1; 1.1.194
  "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);
  1.1.195 "Total Net Debt" means Total Debt less Unencumbered Cash;
  1.1.196 "Total Net Debt to EBITDA Ratio" means, for any period, the
  ratio of Total Net Debt to EBITDA; 1.1.197 "Trade Date" has the
  meaning defined in Section 18.2.2.1; 1.1.198 "Transaction Date" has
  the meaning defined in Section 7.7; 1.1.199 "Unanimous Lender
  Request" has the meaning defined in Section 19.3.1; 1.1.200
  "Unanimous Lender Response Notice" has the meaning defined in
  Section 19.3.1; 1.1.201 "Unanimous Lender Response Period" has the
  meaning defined in Section 19.3.1; 1.1.202 "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;
  1.1.203 "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; 

  






 


 












	
  

  	
  - 35 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.1.204 "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; 1.1.205 "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 2.7, 4.1 and 4.2; 1.1.206 "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; 1.1.207 "USA" means
  the United States of America. 1.2 Interpretation In 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; 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; and 1.2.6 any reference to a
  time shall mean local time in the City of Toronto, Ontario. 1.3 Currency
  Unless the contrary is indicated, all amounts referred to herein are
  expressed in US Dollars. 

  






 















	
  

  	
  - 36 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 1.4 Generally Accepted Accounting
  Principles Unless 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 Titles The 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.
  1.6 Calculations Amounts in respect of interest, fees and other amounts
  payable to or for the account of the Agent and the Lenders shall be
  calculated (i) in accordance with the provisions of the Existing Credit
  Agreement with respect to any period prior to the Effective Date and (ii) in
  accordance with the provisions of this Agreement with respect to any period
  on or after the Effective Date. 1.7 Assignment and Assumption Upon the
  effectiveness of this Agreement, the Continuing Lenders hereby irrevocably
  sell and assign to each of the Continuing Lenders and the New Lenders, as
  applicable, and each of the Continuing Lenders and the New Lenders, as
  applicable, hereby irrevocably purchases and assumes from the Continuing
  Lenders, a portion of the Continuing Lenders’ respective rights and
  obligations as "Lenders" under the Existing Credit Agreement,
  including their respective interests in the outstanding "Advances"
  under the Existing Credit Agreement as necessary in order to reflect the Commitments
  of the Continuing Lenders and the New Lenders as set out in this Agreement.
  The sales, assignments, purchases and assumptions shall be deemed to have
  been made, and consented to as required by the Borrower, the Agent, and the
  Lenders, on the terms of the Assignment and Assumption Agreement. For greater
  certainty, the assignment fee contemplated by Section 18.2.2.5 shall not
  apply to the assignments contemplated by this Section 1.7. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 1.8 Amendment and Restatement This
  Agreement is and shall for all purposes be a further amendment and a
  restatement of the provisions of the Existing Credit Agreement. This
  Agreement supersedes the Existing Credit Agreement insofar as it constitutes
  the entire agreement between the parties concerning the subject matter of
  this Agreement, but does not constitute a novation of the Existing Credit
  Agreement, the Guarantees (as defined in the Existing Credit Agreement) or
  any of the indebtedness, liabilities or obligations of the Borrower under the
  Existing Credit Agreement. Notwithstanding any other provision hereof, all
  Advances (as defined in the Existing Credit Agreement) are Advances under
  this Agreement, and all of the indebtedness, liabilities and obligations under
  the Existing Credit Agreement constitutes indebtedness, liabilities and
  obligations under this Agreement. Notwithstanding any other provision hereof,
  the Borrower and the Guarantors confirm that the existing Guarantees continue
  to support, inter alia, all of such indebtedness, liabilities and
  obligations, including but not limited to that arising under this Agreement.
  Section references to the Existing Credit Agreement in the Guarantees granted
  in connection with the Existing Credit Agreement shall be deemed to be
  amended, as applicable, to refer to the corresponding section references of
  this Agreement. 2. THE CREDIT 2.1 Amounts of Credit Facility Subject 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 US$1,200,000,000 or the equivalent thereof in
  Canadian Dollars, as the same may be reduced in accordance with the terms
  hereof (the "Credit Facility"), provided that, after giving effect
  to any Advance, the Credit Exposure of each Lender shall not exceed such
  Lender’s Commitment. 2.2 Availment Options under Credit Facility At 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 

  






 















	
  

  	
  - 38 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT US$200,000,000 or the equivalent
  thereof in Canadian Dollars or Euros; or 2.2.2.2 by incurring overdrafts, by
  way of Swing Line Loans, 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 Revolving
  Credit Facility The 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. 2.4 Purpose/Use of the Credit Facility The 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. 2.5 Term and Repayment 2.5.1 Unless due and payable sooner in
  accordance with this Agreement, all Loan Obligations shall be due and payable
  on June 22, 2016, 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 2.5. 2.5.2 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 Effective Date. If the
  Majority Lenders consent to a request for any such extension in accordance
  with this Section 2.5, 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. 2.5.3 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 

  






 















	
  

  	
  - 39 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT provided by the Agent to such Lender,
  such Lender shall be irrevocably deemed to have not consented to such
  extension. 2.5.4 If the Majority Lenders consent to any extension requested
  by the Borrower pursuant to this Section 2.5, 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 2.5 (and the denominator in the
  definition of Majority Lender shall, for such purpose, be reduced by such
  Lender's Commitment). 2.5.5 If the Majority Lenders consent to any requested
  extension of this Agreement pursuant to this Section 2.5, but any Lender does
  not so consent, the Borrower shall require that one of the following occur:
  2.5.5.1 any such dissenting Lender assign its Commitment in accordance with
  Section 18.2; 2.5.5.2 the Commitment of any such dissenting Lender shall
  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); or 2.5.5.3 such dissenting Lender's Commitments
  immediately terminate. 2.5.6 In the case of subsection 2.5.5.2, the Borrower
  shall, at the end of the then current term of this Agreement, repay such
  Lender its pro rata share of all outstanding Advances (other than Letters of
  Credit and Swing Line Loans), 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). At such time, Borrower shall also repay such
  Lender’s pro rata share of the outstanding Swing Line Loans to Swing Line
  Lender. In the case of subsection 2.5.5.3, the Borrower shall immediately
  repay such Lender its pro rata share of all outstanding Advances (other than
  Letters of Credit and Swing Line Loans), 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). At such time, Borrower shall also
  repay such Lender’s pro rata share of the outstanding Swing Line Loans to
  Swing Line Lender. In the case of subsection 2.5.5.2 or 2.5.5.3, if upon such
  repayment and any 

  






 












	
  

  	
  - 40 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT prepayment made by the Borrower under
  Section 2.6.1, the outstanding Advances exceed the aggregate Commitments, the
  Borrower shall 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 Letter of Credit Obligations which are in excess of the
  aggregate Commitments, such amount to be held by the Issuing Lender subject
  to Section15.4. 2.5.7 Any assigning Lender (in the case of subsection
  2.5.5.1) or any Lender whose Commitments terminate before the Maturity Date
  (in the case of subsections 2.5.5.2 or 2.5.5.3) shall, upon such assignment
  or termination, if such assigning Lender, or its applicable Affiliate, is a party
  to a Derivative Instrument with an Obligor, either (i) terminate each
  guarantee provided by any Obligor in connection therewith, in which case,
  such assigning Lenders or its applicable Affiliate shall be deemed to be an
  Other Derivative Counterparty 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, and if, upon such assignment, any guarantee
  provided by any Obligor in connection therewith would not constitute
  Permitted Debt, such assigning Lender shall, or shall cause its Affiliate to,
  terminate such guarantee. 2.5.8 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. 2.6 Voluntary
  Prepayments and Voluntary Cancellations 2.6.1 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 such 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. 

  






 















	
  

  	
  - 41 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 2.6.2 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. 2.7 Interest Rates 2.7.1 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 <1.00:1 1.50% 0.50% 0.3750%
  =1.00:1 and < 1.50:1 1.75% 0.75% 0.4375% =1.50:1 and < 2.00:1 2.00%
  1.00% 0.5000% =2.00:1 and < 2.50:1 2.25% 1.25% 0.5625% =2.50:1 2.75% 1.75%
  0.6875% Provided that, the interest rates, Stamping Fees and Letter of Credit
  Fee rate shall be increased by 0.125% (the “Utilization Fee”) when the Credit
  Exposure for all Lenders is in the aggregate equal to or greater than fifty
  percent (50%) of the Commitments for all Lenders (assuming no Event of
  Default has occurred and is continuing); provided further that, if and so
  long as the Borrower has a credit rating by (a) S&P of at least BBB, (b)
  DBRS of at least BBB or (c) Moody’s of at least Baa2, the Utilization Fee
  shall not apply. 2.7.2 All interest rates set forth in subsection 2.7.1 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 2.7.1. The rate for Stamping
  Fees shall be the Applicable Margin shown in the second column of the table
  in subsection 2.7.1. The Letter of Credit Fee shall be the Applicable Margin
  shown in the second column of the table in subsection 2.7.1. 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 2.7.1. 

  






 















	
  

  	
  - 42 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 2.7.3 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
  Section 13.1.3; provided that, from the Effective Date to the Reporting
  Effective Date in respect of the first full fiscal quarter of the Borrower
  immediately following the Effective 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 Effective 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").
  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 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 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 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. 

  






 















	
  

  	
  - 43 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 2.7.4 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
  subsection 2.7.1, calculated on the basis of a year of 365 days. The Standby
  Fee shall be calculated daily and shall be payable quarterly in arrears on
  the first Business Day following completion of each fiscal quarter of the
  Borrower; provided that, from the Effective Date to the first Business Day
  following the first full fiscal quarter of the Borrower immediately following
  the Effective Date, the Standby Fee shall be based on the Total Net Debt to
  EBITDA Ratio reported in the Compliance Certificate delivered by the Borrower
  on the Effective Date. Upon final payment of the Loan Obligations, the
  Borrower shall also pay any accrued but unpaid Standby Fees on the Credit
  Facility. Notwithstanding the foregoing, Standby Fees shall cease to accrue
  on the unfunded portion of the Commitment of a Lender while it is a
  Defaulting Lender. 2.7.5 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. 2.8
  Annual Agency Fees The Borrower shall pay to the Agent, inter alia, the
  annual agency fee provided in the Agency Fee Letter. 2.9 Exchange Rate
  Fluctuations If, 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 Section 15.4. If, on any Drawdown Date, the 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 Section 2.9 shall result in any permanent reduction
  in the Credit Facility. 

  






 















	
  

  	
  - 44 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 3. ADVANCES, CONVERSIONS AND OPERATION
  OF ACCOUNTS 3.1 Notice of Borrowing - Direct Advances Subject 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
  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 Section 3.5) 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 3.3, 3.4, 3.5 and 5.1, respectively. 3.2 Canadian Dollar-Libor
  Funded Advances Subject to the applicable provisions of this Agreement, if
  the Borrower requests an Advance by way of Prime Rate Advance, each Canadian
  Dollar-Libor Funded Lender shall make available to the Agent pursuant to
  Section 16.9 when required hereunder an Advance as a Prime Rate Advance in
  the principal amount equal to such Lender’s Applicable Percentage of the
  total Advance to be extended by way of Prime Rate Advances. Such Prime Rate
  Advance made by such Canadian Dollar-Libor Funded Lender shall initially have
  a term equal to the Canadian Dollar-Libor Term which is effective on the day
  such Advance is made, and thereafter, shall, until such Advance is repaid,
  have a term equal to the Canadian Dollar-Libor Term which is effective on the
  day the last Canadian Dollar-Libor Term for such Advance matures. Upon
  request by the Borrower, the Agent shall notify the Borrower of the Canadian
  Dollar-Libor Term which is then in effect. 3.3 LIBOR Advances and Conversions
  Subject to the applicable provisions of this Agreement, at or before 10:00
  a.m. on at least four Banking 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 

  






 












	
  

  	
  - 45 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Borrower has not delivered a notice of
  conversion or rollover to the Agent in a timely manner in accordance with the
  provisions of this Section 3.3, the Borrower shall be deemed to have given
  notice for a US Base Rate Advance. 3.4 Letters of Credit 3.4.1 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$200,000,000 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 Section15.4.2 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. 3.4.2 Fees. On the first Business Day following
  completion of each fiscal quarter of the Borrower, the Borrower shall pay:
  3.4.2.1 to the Agent in arrears for the account of the Lenders, a Letter of
  Credit Fee calculated at the rate specified in Section 2.7 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; and 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 3.4.2.2 to the Issuing Lender for its
  own account, the Fronting Fee, based on the percentage per annum set out in
  the Fronting Fee Letter, on the portion of the undrawn face amount of each
  outstanding Letter of Credit issued by the Issuing Lender which is
  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; provided
  that, from the Effective Date to the first Business Day following the first
  full fiscal quarter of the Borrower immediately following the Effective Date,
  such fees shall be based on the Total Net Debt to EBITDA Ratio reported in
  the Compliance Certificate delivered by the Borrower on the Effective Date.
  3.4.3 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. 3.4.4 General Provisions Relating to
  Letters of Credit. 3.4.4.1 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 Section 3.4 (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 

  






 















	
  

  	
  - 47 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 or
  other Person or entity acting as the representative or in place of, the
  beneficiary. 3.4.4.2 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. 3.4.4.3 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 subsection 3.4.4.2), authorization, execution,
  signature, endorsement, correctness (other than to the extent provided in
  subsection 3.4.4.2), 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. 3.4.4.4 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
  that arose on account of the Issuing Lender's gross negligence or wilful
  misconduct. 

  






 















	
  

  	
  - 48 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 3.4.5 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 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 Issuing Lender 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: 3.4.5.1 any lack of
  validity or enforceability of any Letter of Credit or this Agreement or any
  term or provision therein or herein; 3.4.5.2 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; 3.4.5.3 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; 3.4.5.4 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; 3.4.5.5 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 

  






 















	
  

  	
  - 49 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT proceeds thereof in whole or in part,
  which may prove to be invalid or ineffective for any reason; and 3.4.5.6 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. Each Lender’s obligation to fund a
  Prime Rate Advance or US Base Rate Advance as aforesaid 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 the Issuing 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 (f) any other circumstances, happening or event whatsoever, whether or not
  similar to any of the foregoing. 3.4.6 Indemnification. 3.4.6.1 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). 

  






 












	
  

  	
  - 50 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 3.4.6.2 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.
  3.4.6.3 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. 3.4.6.4 The obligations of the Borrower under this Section 3.4 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 rights of the Issuing Lender to enforce any right, power or
  benefit under this Agreement. 3.4.6.5 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. 

  






 















	
  

  	
  - 51 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 3.5 Swing Line Advances 3.5.1 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. 3.5.2 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 will be deemed to be a Prime Rate Advance in the amount of the
  debit under the Swing Line Loan. 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 under the Swing Line Loan. 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 under the Swing Line Loan, as the case may be, in the amount of
  the credit to the extent of any principal amounts owing in respect thereof.
  If, at any time, the aggregate of the Swing Line Advances exceeds
  US$30,000,000 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. 3.5.3 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. 3.5.4
  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 principal of the Swing Line Loan owing to the Swing Line Lender.
  Each Lender’s obligation to fund a Prime Rate Advance or US Base Rate Advance
  as aforesaid shall be absolute and unconditional and shall not be affected by
  any circumstance, including (a) any set-off, compensation, counterclaim,
  recoupment, defence or 

  






 















	
  

  	
  - 52 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 3.5.5 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. 3.5.6 If,
  following the sending of such notice by the Agent, 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 principal 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 

  






 















	
  

  	
  - 53 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT such Lender Swing Line Repayments and
  the provisions of subsection 3.5.7 shall apply. 3.5.7 If, before the making
  of a Lender Swing Line Repayment under subsection 3.5.6, 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
  principal of the Swing Line Loans to be repaid, in an amount equal to its
  Applicable Percentage multiplied by the amount of the outstanding principal
  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 or any participation in any existing Swing Line Loan has been purchased
  in accordance with this Section 3.5.7, the Former Swing Line Lender receives
  any payment on account of the principal of the Swing Line Loan in respect of
  which such Lender Swing Line Repayment has been made or any participation in
  any existing Swing Line Loan has been purchased in accordance with this
  Section 3.5.7, 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 for the benefit of such Lender in like funds
  as such payment is required to be returned by such Former Swing Line Lender.
  3.5.8 Each Lender's obligation to make Lender Swing Line Repayments or to
  purchase a participating interest in accordance with subsections 3.5.6 and
  3.5.7 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 

  






 















	
  

  	
  - 54 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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
  3.5.6 or 3.5.7, 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 nonpayment until such
  amount is paid in full. 3.6 Defaulting Lenders 3.6.1 The Issuing Lender shall
  not be obligated to issue Letters of Credit to the extent of any Defaulting
  Lender's or Impacted Lender's Applicable Percentage thereof, unless
  arrangements satisfactory to the Issuing Lender have been entered into with
  the Borrower or with the Defaulting Lender or Impacted Lender to eliminate
  the Issuing Lender's risk with respect to such Defaulting Lender or Impacted
  Lender (such as depositing Cash Equivalents with the Agent for the benefit of
  the Issuing Lender). 3.6.2 If the available amount of Letters of Credit is
  reduced pursuant to Section 3.6.1, the Letter of Credit Fee payable by the
  Borrower under Section 3.4.2.1 shall be reduced by a proportional amount.
  While it is a Defaulting Lender or Impacted Lender, a Lender shall not be
  entitled to share in a Letters of Credit Fee in respect of any Letters of Credit,
  (i) the amount of which is reduced pursuant to Section 3.6.1, or (ii) to the
  extent that the Borrower has entered into arrangements with the Issuing
  Lender to eliminate the Issuing Lender's risk with respect to such Defaulting
  Lender or Impacted Lender. Notwithstanding subsection 3.4.2.1, in the case of
  clause (ii) above, no Letters of Credit Fee shall be payable on the portion
  of the Letters of Credit for which the Borrower has entered into those
  arrangements with the Issuing Lender, with the result that the Letters of
  Credit Fee shall, in such case, be reduced by that amount. 3.6.3 The Swing
  Line Lender shall not be obligated to make Swing Line Loans to the extent of
  any Defaulting Lender's or Impacted Lender's Applicable Percentage thereof,
  unless arrangements satisfactory to the Swing Line Lender have been entered
  into with the Borrower or with the Defaulting Lender or Impacted Lender to
  eliminate the Swing Line Lender's risk with respect to such Defaulting Lender
  or Impacted Lender (such as depositing Cash Equivalents with the Agent for
  the benefit of the Swing Line Lender). 

  






 












	
  

  	
  - 55 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 3.6.4 Section 3.6.3 shall not apply to
  Swing Line Loans that are outstanding at the time a Lender becomes a
  Defaulting Lender or an Impacted Lender. 3.7 Evidence of Indebtedness The
  Loan Obligations resulting from Prime Rate Advances, US Base Rate Advances
  and 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 made 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 Loan Obligations resulting from Swing
  Line Loans shall be evidenced by records maintained by the Swing Line Lender.
  The records maintained by the Agent and the Swing Line Lender 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. 3.8 Apportionment of Advances The 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.
  3.9 Notices Irrevocable Any notice (including any deemed notice provided for
  herein) given to the Agent under Article 3 or 5 may not be revoked or withdrawn.
  3.10 Limits on BA Advances and Libor Advances Nothing 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 4. CALCULATION OF INTEREST AND FEES 4.1
  Calculation of Interest on Prime Rate Advances and US Base Rate Advances The
  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 2.7.1. 4.2 Payment of Interest on Prime Rate
  Advances and US Base Rate Advances Interest 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 Basis The
  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 2.7.1, and shall be effective as and from and including the
  Drawdown Date. 4.4 Payment of Interest on Libor Basis Interest 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; or 4.4.2 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 LIBOR Notice 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; or 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 4.5.2 the relevant rollover date of a
  Libor Advance. 4.6 Interest on Miscellaneous Amounts Where 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 Interest If 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. 4.8 Maximum Interest Rate The 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 Act 4.9.1 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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' ACCEPTANCES 5.1 Advances by Bankers'
  Acceptances and Conversions into Bankers' Acceptances 5.1.1 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: 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; and 5.1.2.2 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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 Procedure With
  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, and (b) the Designated Period of such Bankers'
  Acceptances; and 5.2.1.2 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 2.7.1 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 

  






 












	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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; and 5.2.3.4 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 Notes Before giving value to the Borrower, the
  Lenders which are: 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; and 5.3.2 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' Acceptances Subject 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;
  or 5.4.2 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; or 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 5.4.3 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'
  Acceptances If 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 ExtensionMechanism If 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 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; or 5.6.2 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 or19.6, 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 2.6.1 or
  cancellation under Section 2.6.2. 5.7 No Prepayment of Bankers' Acceptances
  Notwithstanding 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
  Lenders In 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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 Grace The 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. 5.10 Obligations Absolute The 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; or 5.10.2 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
  Act In 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT terms as those replaced, and deposit
  them with CDS against cancellation of the previously issued Bankers'
  Acceptances. 6. ILLEGALITY, INCREASED COSTS, INDEMNIFICATION AND MARKET
  DISRUPTIONS 6.1 Illegality If 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 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 Section 19.6 or be considered a payment under
  Section 2.6.1 or any cancellation of the Credit Facility under Section 2.6.2.
  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 Costs 6.2.1 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT Lender in respect thereof, except for
  Indemnified Taxes or Other Taxes covered by Section 6.3 and the imposition,
  or any change in the rate, manner of application or administration, of any
  Excluded Tax payable by such Lender; or 6.2.1.3 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 Section 6.2.3, 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. 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, 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 6.2.1or
  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 

  






 












	
  

  	
  - 65 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 month period referred to
  above shall be extended to include the period of retroactive effect thereof.
  6.2.5 Notwithstanding the foregoing, the Borrower shall only be obligated to
  pay such additional amount or amounts under Section 6.2 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 Section 6.2.3, which certificate shall be
  conclusive absent manifest error). 6.3 Taxes 6.3.1 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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 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
  Notice The 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, (e) the payment of any Libor Advance otherwise than on the
  maturity date thereof (including without 

  






 















	
  

  	
  - 68 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT limitation any such payment required
  pursuant to Section 2.6 or upon acceleration pursuant to Section 15.2) and
  (f) the payment of any Prime Rate Advance to any Canadian Dollar-Libor Funded
  Lender otherwise than on the maturity date of the Canadian Dollar-Libor Term
  thereof (including without limitation any such payment required pursuant to
  Section 2.6 or upon acceleration pursuant to Section 15.2); provided that,
  the Borrower shall not be required to indemnify a Lender for any such cost or
  expense if such cost or expense is sustained or incurred by such Lender while
  it is a Defaulting Lender . 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 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 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. 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 becomes a Defaulting Lender, 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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
  subsection 18.2.2.5; 6.5.2.2 the assigning Lender receives payment of an
  amount equal to the outstanding principal of Advances made by it, 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); provided, however, that the Borrower shall not be required to pay
  an assigning Lender that is a Defaulting Lender in respect of breakage costs
  or other amounts required to be paid as a result of prepayment to such
  Lender; 6.5.2.3 in the case of any such Assignment resulting from a claim for
  compensation under Section 6.2 or payments required to be made pursuant to
  Section 6.3, such Assignment will result in a reduction in such compensation
  or payments thereafter; 6.5.2.4 such Assignment does not conflict with
  Applicable Law; and 6.5.2.5 if an assigning Lender or an Affiliate of an
  assigning Lender is a party to a Derivative Instrument with an Obligor, upon
  the completion of the acquisition of such assigning Lender’s interests,
  rights and obligations under this Agreement and the related Loan Documents,
  such assigning Lender shall, upon completion of such assignment, either (i)
  terminate each guarantee provided by any Obligor in connection therewith, in
  which case, such assigning Lender or its applicable Affiliate shall be deemed
  to be an Other Derivative Counterparty 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 assignee or to another Lender or its Affiliate or
  to an Other Derivative Counterparty, and if, upon such assignment, any
  guarantee provided by any Obligor in connection therewith would not
  constitute 

  






 












	
  

  	
  - 70 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Permitted Debt, such assigning Lender
  shall, or shall cause its Affiliate to, terminate such guarantee. 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
  Advances If 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 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 PAYMENTS 7.1 Payment of Losses
  Resulting From a Prepayment If 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 Section 6.4. 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 Prepayments All prepayments made in accordance with Section 2.6 shall be
  applied to repay all or part of the principal amount of the outstanding Loan
  Obligations under the Credit Facility. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 7.3 Currency of Payments All 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; and 7.3.4 of the amounts referred
  to in Section 6.4, shall be made in the same currency as the losses, costs
  and expenses suffered or incurred by the Lenders. 7.4 Payments by the
  Borrower to the Agent All 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 Day Each 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 Agent Any 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 Netting On 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 authorizes 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 7.8 Application of Payments Except 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 subsection 7.7 or
  otherwise. 7.9 No Set-Off or Counterclaim by Borrower All 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. 7.10 Debit Authorization
  The 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.
  GUARANTEES 8.1 Guarantees 8.1.1 The Borrower covenants and agrees that at all
  times the Obligors will account for at least (x) 95% of the consolidated
  total assets of the Borrower and its Subsidiaries as of the last day of the
  most recently ended quarterly or annual fiscal period of the Borrower (such
  last day, the "Test Date") and (y) 90% of the consolidated total
  revenues of the Borrower and its Subsidiaries for the twelve-month period ending
  on such Test Date; provided that to the extent the application of Section
  8.1.2 below renders compliance with this Section 8.1.1 impossible, this
  Section 8.1.1 will be deemed to be satisfied if each of the Borrower's
  Subsidiaries not subject to the prohibitions in Section 8.1.2 below provides
  a Guarantee. 8.1.2 Notwithstanding Section 8.1.1, no Subsidiary of the
  Borrower shall be required to grant to the Agent, for and on behalf of and
  for the benefit of the Supported Parties, such a Guarantee under Section
  8.1.1 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 Guaranteed Obligations, but not a
  limited guarantee of the Guaranteed Obligations, it shall grant a limited
  guarantee of the Guaranteed Obligations to the 

  






 















	
  

  	
  - 73 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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
  Guaranteed Obligations, but not a limited guarantee of the Guaranteed
  Obligations, it shall grant a limited guarantee of the Guaranteed 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 Guaranteed 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 Subsidiary" and such
  designation has been accepted by each Lender. 8.2 Additional Guarantors;
  Release 8.2.1 After the Effective Date, the Borrower may, in its sole
  discretion, cause any Subsidiary of the Borrower which is not a Guarantor to
  become a Guarantor by causing such Subsidiary to deliver to the Agent an
  agreement substantially in the form of Exhibit F and 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 Guaranteed Obligations (or to
  the extent provided under Sections 8.1.2(a) and 8.1.2(b), mutatis mutandis, a
  limited guarantee of the Guaranteed Obligations), in form and substance
  satisfactory to the Lenders, acting reasonably, together with all other items
  contemplated by Sections 12.16 and 12.17, which relate to such Subsidiary.
  8.2.2 Notwithstanding anything in this Agreement or in any Guarantee to the
  contrary, upon notice by the Borrower to the Agent (which notice shall
  contain a certification by the Borrower as to the matters specified in
  clauses (x) and (y) below) each of the Guarantors specified in such notice
  shall cease to be a Guarantor and shall be automatically released from its
  obligations under its Guarantee (without the need for the execution or
  delivery of any other document by the Agent, any Lender or any other Person)
  if, as at the date of such notice, after giving effect to such release (x)
  the Borrower will be in compliance with the requirements of subsection 8.1.1
  above and (y) no Default or Event of Default shall have occurred and be
  continuing (as of the actual date of such release and, in the case of Section
  11.1 and 11.2, assuming such release had occurred on the last day of the
  quarterly or annual financial period of the Borrower immediately preceding
  the actual date of such release). 8.3 Obligations Supported by the Guarantees
  All guarantees delivered under this Article 8 shall support and secure the
  Guaranteed Obligations which, it is agreed by the Lenders among themselves,
  shall rank pari passu with each other. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 8.4 Other Supported Obligations As of the
  date of this Agreement, the Other Supported Obligations are those listed in
  Schedule B. 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
  B 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 B 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 Limitation Notwithstanding 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. 9. CONDITIONS PRECEDENT 9.1 Conditions to Effectiveness The
  amendments to the Existing Credit Agreement set out herein shall not become
  effective until the date on which each of the following conditions is
  satisfied (or waived in accordance with Section 9.3). 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 Loan Documents. All Loan Documents shall have been executed and
  delivered by the parties thereto. 9.1.2 Guarantees. The Guarantees that were
  in effect at the time the Existing Credit Agreement became effective or were
  granted under or in connection with the Existing Credit Agreement shall
  continue to guarantee all present and future Guaranteed Obligations, and each
  Guarantor thereunder shall have executed and delivered a reaffirmation 

  






 












	
  x

  	
  - 75 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT agreement or an affirmation and consent
  in substantially the same form as the reaffirmation agreement or affirmation
  and consent which such Guarantor executed and delivered in connection with
  the Existing Credit Agreement (unless any modifications are required as a
  result of any changes in Applicable Law). 9.1.3 Joinder Agreement.
  Agnico-Eagle (Barbados) Limited shall have executed and delivered a joinder
  agreement, whereby Agnico-Eagle (Barbados) Limited agrees to be a party to
  this Agreement as if an original signatory hereto and to be bound by all
  obligations applicable to it as an Obligor hereunder (and, upon such
  execution and delivery, Agnico-Eagle (Barbados) Limited shall be deemed to be
  a party hereto). 9.1.4 Compliance Certificate. A Compliance Certificate dated
  as of the Effective Date in respect of the fiscal quarter of the Borrower
  immediately preceding the Effective Date which demonstrates compliance with
  the financial covenants set out in Section 11 as of the end of the March 31,
  2011 fiscal quarter. 9.1.5 Other Matters. The following conditions must also
  be satisfied: 9.1.5.1 there shall not have occurred or be existing any event
  or circumstance which has, or would reasonably be expected to have, a
  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 March 31, 2011; 9.1.5.2 all reasonably documented fees and
  expenses payable under the Loan Documents, the Mandate Letter and the Agency
  Fee Letter (including upfront fees, extension fees, and legal fees and
  expenses of the Lenders' counsel invoiced prior to the Effective Date) shall
  have been paid; 9.1.5.3 as of the Effective 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; and 9.1.5.4 the Agent shall have received such other documents as the
  Lenders may reasonably require. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 9.2 Conditions Precedent to each Advance
  The obligation of the Lenders to make any 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 otherwise expressly modified in accordance with
  Section 10.17, 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. 9.3 Waiver of Conditions
  Precedent The conditions set out in Sections 9.1 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 WARRANTIES For 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 Authority It 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 Section 14.9 after the Effective Date, it is duly organized,
  validly existing and in good standing under the laws of the jurisdiction of
  its incorporation, amalgamation or organization. It has the corporate power
  and authority to own or hold under lease the properties it purports to own or
  hold under lease, to transact the business it transacts, and to execute and
  deliver the Loan Documents to which it is a party and to perform its
  obligations thereunder. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 10.2 Loan Documents 10.2.1 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. 10.2.2 The entering into and the performance by it of the Loan
  Documents to which it is a party (a) have been or will be duly authorized or
  ratified 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 (after ratification thereof, if necessary) duly executed and delivered by
  it (or on its behalf) and, when executed and delivered (and, if necessary
  ratified), 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 Business 10.3.1 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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. 10.3.4 As at the Effective Date, the only business
  carried on by it is the Core Business. 10.4 Litigation There 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
  Effective Date, the only material litigation against it is described in
  Schedule C. 10.5 Financial Statements and Information 10.5.1 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 Section 14.1,
  (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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT incurred in the Ordinary Course since
  the date of such financial statements. 10.6 Subsidiaries, etc. 10.6.1
  Schedule D fully and fairly describes, as of the Effective Date, the
  ownership of all of its issued and outstanding Equity Interests and of Equity
  Interests that it owns in Subsidiaries. Except as set out in Schedule D, as
  of the Effective 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, and, as of the
  Effective Date, Schedule D contains (except as noted therein) complete and
  correct lists (i) of the Borrower's Subsidiaries, showing, as to each
  Subsidiary, the correct name thereof, the jurisdiction of its organization,
  the percentage of its Equity Interests outstanding owned by the Borrower and
  each other Subsidiary and whether such Subsidiary will on the Effective Date
  be a Guarantor, (ii) of the Borrower's Affiliates, other than Subsidiaries,
  and (iii) of the Borrower's directors and senior officers. 10.6.2 The
  complete and accurate organization structure of the Obligors as of the
  Effective Date is set forth on Schedule D. 10.6.3 As of the Effective Date,
  all of the outstanding Equity Interests of each Subsidiary shown in Schedule
  D as being owned by the Borrower and its Subsidiaries have been validly
  issued, are fully paid and nonassessable and are owned by the Borrower or
  another Subsidiary free and clear of any Lien (other than any Lien created by
  statute or by operation of law, the Mexican Pledge or as permitted by
  subsection 1.1.153.15), and except as otherwise disclosed in Schedule D.
  10.6.4 As of the Effective Date, no Subsidiary is a party to, or otherwise
  subject to any legal, regulatory, contractual or other restriction (other
  than this Agreement, and the Note Purchase Agreement, and customary
  limitations imposed by corporate law or similar statutes) restricting the
  ability of such Subsidiary to pay dividends out of profits or make any other
  similar distributions of profits to the Borrower or any of its Subsidiaries
  that owns outstanding Equity Interests of such Subsidiary. 10.7 Title to
  Property It has good and sufficient 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. As of the Effective
  Date, all leases to which the Borrower or any Subsidiary is party and that
  individually or in the aggregate are material are valid and subsisting and
  are in full force and effect in all material respects. 

  






 












	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 10.8 Taxes It 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 or their properties, assets, income or
  franchises, 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 Insurance It has contracted for the insurance coverage
  described in Section 12.8, which insurance is in full force and effect. 10.10
  No Material Adverse Effect No event has occurred and no circumstance exists
  which would reasonably be expected to have a Material Adverse Effect. 10.11
  Pension Matters 10.11.1 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 postretirement non-pension benefit; in each
  case, that would reasonably be expected to have a Material Adverse Effect.
  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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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
  Priority The Loan Obligations are unsecured unsubordinated obligations of the
  Borrower ranking pari passu with all other unsecured unsubordinated Debt of
  the Borrower, except for any such Debt preferred by operation of law. The
  Guaranteed Obligations are unsecured unsubordinated obligations of each
  Guarantor ranking pari passu with all other unsecured unsubordinated Debt of
  such Guarantor, except for any such Debt preferred by operation of law. 10.13
  Absence of Default There exists no Default or Event of Default hereunder.
  10.14 Environment 10.14.1 Other than as disclosed in Schedule C, 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: 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; and 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 10.14.2.3 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 Mines As of the Effective Date, the Goldex Mine, the Lapa Mine, the LaRonde
  Mine and the Meadowbank Mine are each owned by the Borrower. As of the
  Effective Date, the Kittila Mine is owned by Agnico-Eagle Finland OY, a
  Finnish 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 Information All 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 Warranties
  All of the representations and warranties made hereunder are true and correct
  at the Effective 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
  Article 10 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 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 Effective 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 11. FINANCIAL 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): 11.1
  Total Net Debt to EBITDA Ratio The 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 Tangible Net Worth The Borrower shall, at all times,
  maintain a Tangible Net Worth in an amount of not less than US$1,650,000,000,
  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 March 31,
  2010 (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 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), each Obligor agrees as follows: 12.1 Existence and Good Standing
  It shall (a) except as may be permitted by Section 14.9, 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 14.9, 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. 12.2 Permits 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 12.3 Books 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. 12.4 Property 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. 12.5
  Material 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. 12.6 Financial Information It shall ensure that: 12.6.1 all
  of the historical financial statements which are furnished to the Agent and
  the Lenders, or any of them, in connection with this 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 12.6.2 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 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. 

  






 












	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 12.7 Compliance 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. 12.8 Insurance It
  shall maintain, with financially sound and reputable insurers, insurance with
  respect to its properties and business against such casualties and
  contingencies, of such types, on such terms and in such amounts (including
  deductibles, co-insurance and self-insurance, if adequate reserves are
  maintained with respect thereto) as is customary in the case of entities of
  established reputations engaged in the same or a similar business and
  similarly situated. 12.9 Payment of Taxes It shall pay all Taxes which are
  due and payable by it; 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. 12.10 Access 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 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 

  






 















	
  

  	
  - 86 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 12.11 Maintenance 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. 12.12 Performance 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. 12.13
  Litigation 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. 12.14 Payment 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: 12.14.1 the 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 12.14.2 all 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 

  






 















	
  

  	
  - 87 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 19.4 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.
  12.15 Priority of Obligations. The Borrower will ensure that its payment
  obligations under this Agreement will at all times rank at least pari passu,
  without preference or priority, with all other unsecured and unsubordinated
  Debt of the Borrower, except for any such Debt preferred by operation of law.
  12.16 Post-Closing Documentation. The Borrower shall cause the following
  documents and instruments to be delivered to the Agent for and on behalf of
  the Lenders within sixty (60) days of the Effective Date, which documents and
  instruments shall, when so delivered, be in substantially the same form as
  those delivered under the Existing Credit Agreement, or to the extent any
  changes to Applicable Law do not so permit, otherwise in form and substance
  satisfactory to the Lenders: 12.16.1 Corporate and Other Information. A
  certificate from each 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 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 or ratify the execution, delivery and performance of
  obligations under the Loan Documents and all internal approvals,
  authorizations or ratifications of each Obligor to permit it to enter into
  and to perform its obligations in relation thereto. 12.16.2 Certificates of
  Status/Compliance. Where available, a certificate of status, certificate of
  compliance or an equivalent certificate issued by the relevant Governmental
  Authority in respect of each Obligor, evidencing the status or good standing
  of such Obligor in its jurisdiction of incorporation or formation. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 12.16.3 Opinions. The following
  favourable legal opinions: 12.16.3.1 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; and 12.16.3.2 the opinion of counsel to
  each other Guarantor, addressed to the Agent and the Lenders, in relation to,
  among other things, such other Guarantor, and the Loan Documents to which it
  is a party and such other matters as the Lenders may reasonably require;
  provided that, if any such document or item or the document referred to in
  Section 12.17 below is not so delivered to the Agent for and on behalf of the
  Lenders within sixty (60) days of the Effective Date, an Event of Default
  shall not occur as a result, and the Agreement shall automatically be deemed
  to be amended so that it is in all respects on the same terms and conditions
  as the Existing Credit Agreement as in effect immediately before the
  Effective Date, except for the Schedules and Exhibits hereto, until such time
  as such documents or items or the document referred to in Section 12.17 below
  are so delivered, at which time the terms and conditions of this Agreement
  shall again take effect. 12.17 Barbados Joinder Agreement The Borrower shall
  cause each of (i) the joinder agreement executed and delivered by
  Agnico-Eagle (Barbados) Limited pursuant to Section 9.1.3 and (ii) the
  reaffirmation agreement executed and delivered by Agnico-Eagle (Barbados)
  Limited pursuant to Section 9.1.2, to be duly notarized under Applicable Law
  of Barbados within sixty (60) days of the Effective Date. 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. 13.1 Financial and Other Reporting 13.1.1 The 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 

  






 















	
  

  	
  - 89 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT retained earnings, statement of changes
  in financial position and management's discussion and analysis. 13.1.2 The
  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. 13.1.3 The 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. 13.1.4 The 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 Instrument to which it or any other Obligor is a party,
  together with the counterparty thereto and the Obligor Hedging Exposure
  thereunder. 13.1.5 The 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. 13.1.6 The 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. 13.1.7 The Borrower shall, as soon as
  practicable and in any event prior to 270 days after the end of each of its
  fiscal years, provide the Agent with copies of either (i) its annual life of
  mine plans in reasonable detail or (ii) its five year plan for production,
  the contents of which are customarily announced by the Borrower on an annual
  basis (to specifically include, estimates of gold production, cashflow and
  capital expenditures, and the following, by mine: tonnes milled per year,
  average grade through mill, ounces of gold (and silver, and tonnes of zinc
  and copper, if applicable) produced in the year, and approximate expected
  cash cost per ounce). 13.1.8 The 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 

  






 












	
  

  	
  - 90 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 13.1.9 The 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. 13.2 Requirements for Notice The Borrower shall, promptly after
  it becomes aware thereof, notify the Agent of: 13.2.1 any Default or Event of
  Default; 13.2.2 the 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; 13.2.3 any 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; and 13.2.4 the 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 

  






 















	
  

  	
  - 91 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT been or may be satisfied), no Obligor
  shall, without the prior written consent of the Majority Lenders: 14.1 Debt
  Incur, assume or permit to exist any Debt other than Permitted Debt. 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 (other than itself, as applicable) 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. Notwithstanding the
  foregoing, Agnico-Eagle Mines Mexico Cooperatie U.A. shall not incur, assume
  or permit to exist any Debt other than Debt incurred by it under this
  Agreement, under its Guarantee, from another Obligor, under guarantees
  granted to Lenders or Affiliates of Lenders of the obligations under
  Derivative Instruments entered into between any Obligor and any Lender or any
  Affiliate of any Lender, and under a guarantee by it of the obligations of
  the Borrower under the Note Purchase Agreement and the Notes; and
  Agnico-Eagle Mines Sweden Cooperatie U.A. shall not incur, assume or permit
  to exist any Debt other than Debt incurred by it under this Agreement, under
  its Guarantee, from another Obligor, under guarantees granted to Lenders or
  Affiliates of Lenders of the obligations under Derivative Instruments entered
  into between any Obligor and any Lender or any Affiliate of any Lender, and
  under a guarantee by it of the obligations of the Borrower under the Note
  Purchase Agreement and the Notes. 14.2 Liens Create, assume, enter into, or
  permit to exist, any Lien on its Property other than Permitted Liens. 14.3
  Investments Make any Investment other than: 14.3.1 Investments 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; 14.3.2 Investments in Cash Equivalents; or 14.3.3 Investments by
  an Obligor in another Obligor. 14.4 Distributions Make any Distribution to
  any Person other than an Obligor if an Event of Default has occurred which is
  continuing under Section 15.1.1, Section 15.1.2 or Section 15.1.11. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 14.5 Asset Dispositions Make any Asset
  Disposition of any Material Assets except: 14.5.1 for sales of inventory;
  14.5.2 as permitted under Section 14.9; 14.5.3 for 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; 14.5.4 where 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 five percent (5%) of
  consolidated total assets of the Borrower (as calculated in accordance with
  GAAP) for such fiscal year, unless a Default or an Event of Default has
  occurred and is continuing or would result therefrom; or 14.5.5 from 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. 14.6 Derivative Instruments 14.6.1
  Enter into or maintain any Derivative Instrument: 14.6.1.1 for 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 14.6.1.2 on a margin call basis or where the applicable Obligor has
  granted the applicable counterparty security for any obligations under the
  Derivative Instrument. 14.6.2 Make 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. 14.7 Affiliate Transactions Enter into any transaction or group
  of related transactions of any kind (including, without limitation, the
  purchase, lease, sale or exchange of properties of any kind or the rendering 

  






 















	
  

  	
  - 93 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT of any service) 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. 14.8 Subordinated Debt Pay any amount in
  relation to any Subordinated Debt other than as expressly permitted under any
  applicable Intercreditor Agreement. 14.9 Business Combination,
  Reorganization, etc. 14.9.1 Enter 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: 14.9.1.1 any Capital Reorganization of a Guarantor; 14.9.1.2 any
  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 Successor Entity immediately after
  such Capital Reorganization and no Default or Event of Default would result
  from such Capital Reorganization; 14.9.1.3 any Subsidiary of an Obligor that
  is not an Obligor may enter into any merger, consolidation, amalgamation,
  statutory arrangement (involving a business combination) or other
  reorganization with, or liquidate, wind-up or dissolve itself (or suffer any
  liquidation, wind-up or dissolution) 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;
  14.9.1.4 an Obligor (the "Predecessor Obligor") may enter into any
  merger, consolidation, amalgamation, statutory arrangement (involving a
  business combination) or other reorganization with, or liquidate, wind-up or
  dissolve itself (or suffer any liquidation, wind-up or dissolution) into, any
  other Person (which may be an Obligor) (any such transaction, a
  "Business Combination") provided that: (a) the successor entity
  formed as a result of such Business Combination or the entity surviving such 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT Business Combination, as applicable
  (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,
  and (ii) as soon as practicable, and in any event, within five (5) Business
  Days, following such Business Combination, expressly confirm and, if the
  Successor Entity is not the surviving Predecessor Obligor, 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) such
  Business Combination does not materially impair the ability of any Obligor to
  perform its obligations under any Loan Document to which it is a party; (c)
  no Default or Event of Default is then existing and no Default or Event of
  Default would result from the consummation of such Business Combination; and
  (d) in the case of a Business Combination involving the Borrower, (x) the
  Successor Entity shall be existing under the laws of the United States or any
  State thereof (including the District of Columbia), Canada or any Province
  thereof or any other country that on April 30, 2004 was a member of the
  European Union (other than Greece, Italy, Portugal or Spain) and (y) each
  Guarantor shall acknowledge that its Guarantee shall continue in full force
  and effect. 15. EVENTS OF DEFAULT AND ENFORCEMENT 15.1 Events of Default The
  occurrence of any of the following events shall constitute an Event of
  Default: 15.1.1 If the Borrower fails to pay any principal amount of any
  Advance when due and payable; or 15.1.2 If 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 15.1.3 If 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 

  






 












	
  

  	
  - 95 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 15.1.4 If 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 15.1.5 If any of
  the financial covenants set out in Article 11 are not complied with; or
  15.1.6 If 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
  15.1.7 If the Borrower or any Material Subsidiary ceases or threatens to
  cease to carry on its business (except as otherwise permitted by Section
  14.9) or admits its inability or fails to pay its Debt generally; or 15.1.8
  If 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 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 15.1.9 If 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 15.1.10 If
  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 15.1.11 If (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 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 

  






 















	
  

  	
  - 97 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 15.1.12 If 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: 15.2.1 the 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
  15.2.2 an amount equal to the amount of losses, costs and expenses assumed by
  the Lenders and referred to in Sections 6.4 and 19.15; 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 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 15.4 Escrowed Funds for Letters of
  Credit and Bankers' Acceptances 15.4.1 Immediately 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 Bankers' Acceptances then
  outstanding for its account and all Letter of Credit Obligations. 15.4.2 On
  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 all Letter of Credit
  Obligations. 15.4.3 In 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. 15.4.4 The Borrower hereby unconditionally promises and
  agrees to deposit with the Agent immediately upon demand cash or Cash
  Equivalents in the amount so demanded. 15.4.5 The 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. Such amounts paid to, or
  obtained by, the Agent 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, 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. 15.4.6 If the Agent holds
  cash or Cash Equivalents in the amount of the full face amount of the
  Bankers' Acceptances and the Letter of Credit 

  






 















	
  

  	
  - 99 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Obligations 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 As between the Agent and 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
  in accordance with the terms of this Agreement, 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. 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 

  






 












	
  

  	
  - 100 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 16.2.1 The 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 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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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. 16.2.2 The 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. 16.2.3 Except (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. 16.2.4 The 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 failure of any Obligor to perform its obligations hereunder
  or under any other Loan Document. 16.2.5 Each 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 

  






 















	
  

  	
  - 102 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 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. 

  






 















	
  

  	
  - 103 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 16.6 Protection of Agent - Advances and
  Payments 16.6.1 Unless 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. 16.6.2 Unless 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. 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,
  the Mandate Letter, the Fronting Fee Letter and the Prior Fee Letters) 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: 

  






 















	
  

  	
  - 104 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 16.8.1 prior 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 16.8.2 following 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 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, 

  






 












	
  

  	
  - 105 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 Advances Subject 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 Non-Payment by Lenders If any
  Lender shall fail to make any payment required to be made by it hereunder to
  the Agent, the Issuing Lender or the Swing Line Lender, then the Agent may,
  in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for
  the account of such Lender and for the benefit of the Agent, the Issuing
  Lender or the Swing Line Lender to satisfy such Lender’s obligations
  hereunder until all such unsatisfied obligations are fully paid, and/or (ii)
  hold any such amounts in a segregated account for, and application to, any
  future funding obligations of such Lender hereunder; in the case of each of (i) and (ii) above, in any order as determined by the
  Agent in its discretion. 16.11 Accounts Kept by Each Lender Each 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 

  






 















	
  

  	
  - 106 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 3.7) prima facie
  evidence of their content against the Borrower. 16.12 Binding Determinations
  The 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.
  16.13 Amendment of Article 16 The provisions of this Article 16 relating to
  the rights and obligations of the Lenders and the Agent inter se, other than under
  Sections 16.14 or 16.15, 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. 16.14
  Decisions, Amendments and Waivers of the Lenders Subject to the provisions of
  Section 16.15, 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. Notwithstanding
  any other provision hereof, no Defaulting Lender shall have any right to
  approve or disapprove any amendment, waiver or consent hereunder, except that
  the Commitment of such Lender may not be increased or extended without the
  consent of such Lender. 16.15 Authorized Waivers, Variations and Omissions If
  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 15.6, Section 16.14 or
  this Section 16.15 shall authorize (a) any extension of the date for, or
  alteration in the amount, currency or mode of calculation or computation of
  any payment of principal or interest, fees or other amounts, with the effect,
  in the case of the alteration in the amount or mode of calculation or
  computation or any payment of 

  






 















	
  

  	
  - 107 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT principal or interest, fees or other
  amounts, that any such principal, interest, fees or other amounts would be
  reduced, (b) any reduction in the interest rate applicable to the payment of
  principal, fees or other amounts, (c) any increase in the Commitment of a
  Lender, (d) any extension of any Maturity Date (other than as set out in
  Section 2.5), (e) any change in the terms of this Article 16, (f) any change
  in the manner of making decisions among the Lenders, including the definition
  of Majority Lenders, (g) the release of the obligations of any Obligor except
  to the extent permitted by Section 8.2.2 or Section 14.9, (h) the release, in
  whole or in part, of any of the Loan Documents or of any of the Guarantees, (i) any change in or any waiver of the conditions
  precedent provided for in Section 9.1 or (j) any amendment to this Section
  16.15. 16.16 Provisions for the Benefit of Lenders Only The 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. 16.17 Assignment by Agent to an Affiliate The
  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. 16.18 Collective Action of the Lenders Each 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. 16.19 Resignation of Agent 16.19.1 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 

  






 















	
  

  	
  - 108 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 16.19.2
  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 meeting the qualifications specified in
  subsection 16.19.1, 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 16.19.1. 16.19.3 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 16.19 and of Section 19.15 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
  Conversion If 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 

  






 















	
  

  	
  - 109 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 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 Currencies If, 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; or 17.2.2 at
  any other time when such a calculation or determination under this Agreement
  (including Section 2.9) 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. ASSIGNMENT 18.1 Assignment by the Borrower The
  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 14.9), 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 

  






 












	
  

  	
  - 110 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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
  Lenders 18.2.1 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 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 

  






 















	
  

  	
  - 111 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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 Borrower to withhold its consent if such assignment
  would give rise to a direct claim against an Obligor under Article 6 or
  Section 19.15) 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; and 18.2.2.5 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 19.15 with respect to facts and
  circumstances occurring prior to the effective date of such Assignment. For
  greater certainty, subject to the second last sentence of Section 19.15, no
  Lender that is a Defaulting Lender shall be released from any obligation in
  respect of damages arising in connection with it being or becoming a
  Defaulting Lender. 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 18.3 Register The 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. 18.4 Electronic Execution of Assignments The 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 paperbased 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 Participations
  Any 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 18.6 Limitations Upon Participant
  Rights A 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
  Notes Upon 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. 19. MISCELLANEOUS 19.1 Notices 19.1.1 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. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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 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 andWaiver The 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
  16.15, 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. 

  






 












	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 19.3 Lender Replacement 19.3.1 The
  Borrower may, at any time, by written request to the Agent (each, a
  "Unanimous Lender Request"), request an amendment or waiver that
  requires the prior written consent of each Lender pursuant to Section 16.15.
  A copy of the Unanimous Lender Request shall be provided by the Agent to each
  Lender. Each Lender may, in its sole discretion, by written notice to the
  Agent (the "Unanimous Lender Response Notice"), within ten Business
  Days of the Agent’s receipt of the Unanimous Lender Request (the
  "Unanimous Lender Response Period"), approve or decline the
  Unanimous Lender Request. If any Lender does not provide a Unanimous Lender
  Response Notice within the Unanimous Lender Response Period, such Lender
  shall be deemed to have declined the Unanimous Lender Request. 19.3.2 On or
  before the second Business Day after the Unanimous Lender Response Period,
  the Agent shall give written notice (the "Accepting Lender Notice")
  to the Borrower and each Lender, identifying each Lender that approved the
  Unanimous Lender Request within the Unanimous Lender Response Period (the
  "Approving Lenders") and each Lender that declined or was deemed to
  have declined the Unanimous Lender Request (the "Declining
  Lenders") and their respective Commitments, and if Lenders with
  Commitments that in the aggregate are greater than 30% of the aggregate
  Commitments of all Lenders do not approve the Unanimous Lender Request, the
  notice shall state that the Unanimous Lender Request has been declined. In
  such case, the Unanimous Lender Request will be declined. 19.3.3 If the
  aggregate Commitments of the Approving Lenders are equal to or greater than
  70% but less than 100% of the aggregate Commitments of all Lenders, the
  Borrower may, at any time on or before the tenth Business Day following the
  receipt of the Accepting Lender Notice, by written request to the Agent
  (each, an "Acquisition Request Notice"), a copy which shall be
  provided by the Agent to each Lender within one Business Day of the Agent
  receiving same, request that the rights and obligations of the Declining
  Lenders be assigned in accordance with this Section 19.3 and the following
  shall apply: 19.3.3.1 Any Approving Lender may, at its option, acquire all or
  any portion of the rights and obligations of the Declining Lenders under the
  Loan Documents (all of such rights and obligations being herein called the
  "Available Amount") by giving written notice to the Agent (an
  "Acquisition Notice") of the portion of the Available Amount which
  it is prepared to acquire (the "Desired Acquisition Amount"). Such
  Acquisition Notice shall be given within six Business Days following the
  giving of the Acquisition Request 

  






 















	
  

  	
  - 116 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT Notice by the Borrower to the Agent
  (such deadline being herein called the "Acquisition Deadline"). If
  only one Approving Lender gives an Acquisition Notice to the Agent or if more
  than one Approving Lender gives an Acquisition Notice to the Agent but the
  aggregate of their Desired Acquisition Amounts is less than or equal to the
  Available Amount, then each such Approving Lender shall be entitled to
  acquire its Desired Acquisition Amount of the rights and obligations of the
  Declining Lenders under the Loan Documents. If more than one Approving Lender
  gives an Acquisition Notice to the Agent and the aggregate of the Desired
  Acquisition Amounts is greater than the Available Amount, then each such
  Approving Lender shall be entitled to acquire a pro rata share of the rights
  and obligations of the Declining Lenders under the Loan Documents, such pro
  rata share being determined based on the relative Desired Acquisition Amount
  of each such Approving Lender. 19.3.3.2 On or before the second Business Day
  following the Acquisition Deadline, the Agent shall give to the Borrower and
  each Lender a written notice identifying the Available Amount of each
  Declining Lender and the portion thereof to be acquired by each Approving
  Lender. Each of such acquisitions shall be completed on the date which is ten
  Business Days following the Acquisition Deadline, in accordance with the
  procedures set out in Section 18.2. If a Declining Lender or an Affiliate of
  such Declining Lender is a party to a Derivative Instrument with an Obligor,
  upon the completion of the acquisition of such Declining Lender’s portion of
  the Available Amount, such Declining Lender shall either (i) terminate each
  guarantee provided by any Obligor in connection therewith, in which case,
  such assigning Lenders or its applicable Affiliate shall be deemed to be an
  Other Derivative Counterparty 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 assignee or to another Lender or its Affiliate or to an Other
  Derivative Counterparty, and if, upon such assignment, any guarantee provided
  by any Obligor in connection therewith would not constitute Permitted Debt, such
  assigning Lender shall, or shall cause its Affiliate to, terminate such
  guarantee. 19.3.3.3 If the Available Amount is not completely acquired by the
  Approving Lenders, the Borrower may locate other Persons ("Substitute
  Lenders") who are approved by the Agent 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT (subject to Section 18.2.2.2) and the
  Issuing Lender (subject to Section 18.2.2.3), and who acquire all or a
  portion of the balance of the rights and obligations of the Declining Lenders
  under the Loan Documents on the date which is ten Business Days following the
  Acquisition Deadline, in accordance with the procedures set out in Section
  18.2. 19.3.3.4 Any outstanding credit extended by the Declining Lenders to
  the Borrower under the Credit Facility which is not acquired by Approving
  Lenders or Substitute Lenders under Sections 19.3.3.2 or 19.3.3.3 shall be
  repaid by the Borrower, and the Commitments of the Declining Lenders not so
  acquired shall be cancelled on the date which is ten Business Days following
  the Acquisition Deadline and the amount of the Credit Facilities shall
  thereupon be reduced by the aggregate of the Commitments so cancelled, if
  any. The Borrower shall comply with Section 6.4 in connection with any such
  prepayment. As concerns any BA Advances that otherwise would be subject to
  prepayment pursuant to this Section 19.3.3.4, the Borrower shall forthwith
  pay to the Agent an amount equal to the aggregate of the face amount of such
  BA Advances, such amount to be held by the Agent against any amount owing by
  the Borrower to such Declining Lenders in respect of such BA Advances. Any
  such amount paid to the Agent shall be held on deposit by the Agent until the
  maturity date of such BA Advances, at which time it shall be applied against
  the indebtedness of the Borrower to such Declining Lenders 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. As concerns any Letter of
  Credit or Swing Line Loans that otherwise would be subject to prepayment
  pursuant to this Section 19.3.3.4, the Borrower shall forthwith pay to the
  Issuing Lender cash or Cash Equivalents in an amount equal to the Letter of
  Credit Obligations (if any) which are in excess of the aggregate Commitments
  (after giving effect to such prepayments pursuant to this Section 19.3.3.4
  and under Section 2.6.1) , such amount to be held by the Issuing Lender
  subject to Section 15.4, and the Borrower shall repay the Declining Lenders’
  pro rata share of the outstanding Swing Line Loans to the Swing Line Lender. 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 19.3.3.5 For greater certainty, once
  there are no Declining Lenders that hold any Commitments, the relevant
  Unanimous Lender Request shall be deemed to have been approved. 19.3.3.6 The
  Borrower may at any time prior to the commencement of the transactions
  contemplated by Sections 19.3.3.2, 19.3.3.3 or 19.3.3.4, by written notice to
  the Agent (a copy of which shall be promptly provided to each Lender),
  terminate and cancel any assignment or repayment contemplated thereby,
  whereupon the Acquisition Request Notice shall be deemed to have been
  withdrawn and Section 19.3.3 shall not apply in respect of the Unanimous
  Lender Request. 19.4 Independent Engineer and Other Consultants Subject 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. 19.5 Entire Agreement The 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 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. 19.6
  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 

  






 















	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT 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. 19.7
  Benefit of Agreement This Agreement shall be binding upon and enure to the
  benefit of each party hereto and its successors and permitted assigns. 19.8
  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. 19.9 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. 19.10 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. 19.11 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. 19.12 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 

  






 












	
  

  	
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  AMENDED AND RESTATED CREDIT AGREEMENT Guarantee or to further implement or
  evidence any provision hereof or of the other Loan Documents. 19.13 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. 19.14 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. 19.15 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, any investigation,
  litigation or proceeding (or the preparation for the defence of any
  investigation, litigation or proceeding), 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 

  






 















	
  

  	
  - 121 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 19.16
  Confidentiality 19.16.1 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 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. 19.16.2 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 

  






 















	
  

  	
  - 122 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 19.16.3 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. 19.16.4 Each Obligor agrees that Export Development Canada may
  disclose Information (i) to the Minister of Finance, the Treasury Board or
  the Auditor General, (ii) as required by the disclosure policy of Export
  Development Canada or (iii) under the international commitments of the Government
  of Canada or Export Development Canada. 19.17 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 Loan
  Documents shall be reinstated and deemed reduced only by such amount paid and
  not so rescinded, reduced, restored or returned. 19.18 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 

  






 















	
  

  	
  - 123 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 19.19 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 19.18. 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. 19.20 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. 19.21 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 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. 19.22 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 

  






 















	
  

  	
  - 124 - SECOND
  AMENDED AND RESTATED CREDIT AGREEMENT 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. 19.23 Formal Date For the purposes of
  convenience, this Agreement may be referred to as bearing the formal date of
  August 4, 2011, notwithstanding its actual date of signature. 19.24 Swedish
  Companies Act Notwithstanding anything to the contrary herein, the
  obligations and liabilities of any Obligor incorporated under the laws of
  Sweden (each, a “Swedish Obligor”) under this Agreement and the scope of this
  Agreement as it relates to any such Swedish Obligor shall be limited if (and
  only if) required by an application of the provisions of the Swedish
  Companies Act (in Swedish: Aktiebolagslagen (2005:551)) regulating prohibited
  loans and guarantees and the distribution of assets, and it is understood
  that the obligations of the Swedish Obligor for its obligations and
  liabilities hereunder shall apply only to the extent permitted by the
  above-mentioned provisions as applied, together with other applicable
  provisions of the said Companies Act, and the Agreement shall be limited in
  accordance with this Section 19.24. For greater certainty, nothing in this
  Section 19.24 shall affect the obligations and liabilities of any other
  Obligor or any other aspect of this Agreement. 19.25 Finnish Companies Act
  Notwithstanding anything to the contrary herein, the obligations and
  liabilities of any Obligor incorporated under the laws of Finland (each a
  "Finnish Obligor") under this Agreement and the scope of this
  Agreement as it relates to any such Finnish Obligor shall be limited if (and
  only if) required by an application of the provisions of the Finnish
  Companies Act (in Finnish: Osakeyhtiölaki – 624/2006) regulating prohibited
  loans and guarantees and the distribution of assets, and it is understood
  that the obligations of the Finnish Obligor for its obligations and liabilities
  hereunder shall apply only to the extent permitted by the above-mentioned
  provisions as applied, together with other applicable provisions of the said
  Companies Act, and the Agreement shall be limited in accordance with this
  Section 19.25. For greater certainty, nothing in this Section 19.25 shall
  affect the obligations and liabilities of any other Obligor or any other
  aspect of this Agreement. [SIGNATURE PAGES FOLLOW] 

  






 


 










 




	
  

  	
  SECOND AMENDED
  AND RESTATED CREDIT AGREEMENT EXHIBIT A COMMITMENTS Lender Commitment The
  Bank of Nova Scotia $210,000,000 The Toronto-Dominion Bank $185,000,000 Bank
  of Montreal $115,000,000 Royal Bank of Canada $115,000,000 Canadian Imperial
  Bank of Commerce $115,000,000 Export Development Canada $65,000,000 Bank of
  America, N.A., Canada Branch $65,000,000 Commonwealth Bank of Australia
  $65,000,000 Barclays Bank PLC $65,000,000 National Bank of Canada $65,000,000
  HSBC Bank Canada $45,000,000 Citibank, N.A. Canadian Branch $45,000,000
  Credit Suisse AG, Toronto Branch $45,000,000 

  






 















	
  

  	
  EXHIBIT B
  ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption (the
  "Assignment and Assumption") is dated as of the Effective Date set
  forth below and is entered into by and between [Insert name of Assignor] (the
  "Assignor") and [Insert name of Assignee] (the
  "Assignee"). Capitalized terms used but not defined herein shall
  have the meanings given to them in the Credit Agreement identified below (as
  amended, the "Credit Agreement"), receipt of a copy of which is
  hereby acknowledged by the Assignee. The Standard Terms and Conditions set
  forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
  by reference and made a part of this Assignment and Assumption as if set
  forth herein in full. For an agreed consideration, the Assignor hereby
  irrevocably sells and assigns to the Assignee, and the Assignee hereby
  irrevocably purchases and assumes from the Assignor, subject to and in
  accordance with the Standard Terms and Conditions and the Credit Agreement,
  as of the Effective Date inserted by the Agent as contemplated below (a) all
  of the Assignor’s rights and obligations in its capacity as a Lender under
  the Credit Agreement and any other documents or instruments delivered
  pursuant thereto to the extent related to the amount and percentage interest
  identified below of all of such outstanding rights and obligations of the
  Assignor under the respective facilities identified below (including without
  limitation any letters of credit, guarantees, and swingline loans included in
  such facilities), and (b) to the extent permitted to be assigned under
  Applicable Law, all claims, suits, causes of action and any other right of
  the Assignor (in its capacity as a Lender) against any Person, whether known
  or unknown, arising under or in connection with the Credit Agreement, any
  other documents or instruments delivered pursuant thereto or the
  loan-transactions governed thereby or in any way based on or related to any
  of the foregoing, including, but not limited to, contract claims, tort
  claims, malpractice claims, statutory claims and all other claims at law or
  in equity related to the rights and obligations sold and assigned pursuant to
  clause (a) above (the rights and obligations sold and assigned pursuant to
  clauses (a) and (b) above being referred to herein collectively as, the
  "Assigned Interest"). Such sale and assignment is without recourse
  to the Assignor and, except as expressly provided in this Assignment and Assumption,
  without representation or warranty by the Assignor. Assignor: Assignee: [and
  is an Affiliate/Approved Fund of [identify Lender]1 ] Borrower(s): Agent: ,
  as the administrative agent under the Credit Agreement 1 Select as
  applicable. 

  






 












	
  

  	
  2 Credit
  Agreement: [The [amount] Credit Agreement dated as of among [name of
  Borrower], the Lenders parties thereto, [name of administrative agent], as
  Agent, and the other agents parties thereto] Assigned Interest: Aggregate
  Amount of Commitment/Loans for all Lenders2 Amount of Commitment/Loans
  Assigned Percentage Assigned of Commitment/Loans3 CUSIP Number $ $ % [Trade
  Date: ]4 2 Amount to be adjusted by the counterparties to take into account
  any payments or prepayments made between the Trade Date and the Effective
  Date. 3 Set forth, to at least 9 decimals, as a percentage of the
  Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor
  and the Assignee intend that the minimum assignment amount is to be
  determined as of the Trade Date. 

  






 















	
  

  	
  3 Effective
  Date: ___________, 20___ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE
  EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The
  terms set forth in this Assignment and Assumption are hereby agreed to:
  ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:
  Name: Title: [Consented to and]5 Accepted: [NAME OF AGENT], as Administrative
  Agent By: Name: Title: [Consented to:]6 [NAME OF RELEVANT PARTY] By: Name:
  Title: 5 To be added only if the consent of the Agent is required by the
  terms of the Credit Agreement. 6 To be added only if the consent of the
  Borrower and/or other parties (e.g., Issuing Lender) is required by the terms
  of the Credit Agreement. 

  






 















	
  

  	
  ANNEX 1 to
  Assignment and Assumption [______________________________]1 STANDARD TERMS
  AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION Representations and Warranties.
  Assignor. The Assignor (a) represents and warrants that (i) it is the legal
  and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
  free and clear of any lien, encumbrance or other adverse claim, and (iii) it
  has full power and authority, and has taken all action necessary, to execute
  and deliver this Assignment and Assumption and to consummate the transactions
  contemplated hereby; and (b) assumes no responsibility with respect to (i)
  any statements, warranties or representations made in or in connection with
  the Credit Agreement or any other Loan Document2, (ii) the execution,
  legality, validity, enforceability, genuineness, sufficiency or value of the
  Loan Documents or any collateral thereunder, (iii) the financial condition of
  the Borrower, any of its Subsidiaries or Affiliates or any other Person
  obligated in respect of any Loan Document, or (iv) the performance or observance
  by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
  any of their respective obligations under any Loan Document. Assignee. The
  Assignee (a) represents and warrants that (i) it has full power and
  authority, and has taken all action necessary, to execute and deliver this
  Assignment and Assumption and to consummate the transactions contemplated
  hereby and to become a Lender under the Credit Agreement, (ii) it meets all
  requirements of an Eligible Assignee under the Credit Agreement (subject to
  receipt of such consents as may be required under the Credit Agreement),
  (iii) from and after the Effective Date, it shall be bound by the provisions
  of the Credit Agreement as a Lender thereunder and, to the extent of the
  Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
  has received a copy of the Credit Agreement, together with copies of the most
  recent financial statements delivered pursuant to Section thereof, as
  applicable, and such other documents and information as it has deemed
  appropriate to make its own credit analysis and decision to enter into this
  Assignment and Assumption and to purchase the Assigned Interest on the basis
  of which it has made such analysis and decision independently and without reliance
  on the Agent or any other Lender, and (v) if it is a Foreign Lender3,
  attached to the Assignment and Assumption is any documentation required to be
  delivered by it pursuant to the terms of the Credit Agreement, duly completed
  and executed by the Assignee; and (b) agrees that (i) it will, independently
  and without reliance on the Agent, the Assignor or any other Lender, and
  based on such documents and information as it shall deem appropriate at the
  time, continue to make its own credit decisions in taking or not taking
  action under the Loan 1 Describe Credit Agreement at option of Agent. 2 The
  term "Loan Document" should be conformed to the term used in the
  Credit Agreement. 3 The concept of "Foreign Lender" should be
  conformed to the section in the Credit Agreement governing withholding taxes
  and gross-up. 

  






 















	
  

  	
  2 Documents,
  and (ii) it will perform in accordance with their terms all of the
  obligations which by the terms of the Loan Documents are required to be
  performed by it as a Lender. Payments. From and after the Effective Date, the
  Agent shall make all payments in respect of the Assigned Interest (including
  payments of principal, interest, fees and other amounts) to the Assignee
  whether such amounts have accrued prior to, on or after the Effective Date.
  The Assignor and the Assignee shall make all appropriate adjustments in
  payments by the Agent for periods prior to the Effective Date or with respect
  to the making of this assignment directly between themselves. General
  Provisions. This Assignment and Assumption shall be binding upon, and inure
  to the benefit of, the parties hereto and their respective successors and
  permitted assigns. This Assignment and Assumption may be executed in any
  number of counterparts, which together shall constitute one instrument.
  Delivery of an executed counterpart of a signature page of this Assignment
  and Assumption by telecopy or by sending a scanned copy by electronic mail
  shall be effective as delivery of a manually executed counterpart of this
  Assignment and Assumption. This Assignment and Assumption shall be governed
  by, and construed in accordance with, the law governing the Credit Agreement.
  

  






 















	
  

  	
  EXHIBIT C LOAN
  MARKET DATA TEMPLATE Recommended Data Fields – At Close The items highlighted
  in bold are those that Loan Pricing Corporation (LPC) deem essential. The
  remaining items are those that LPC has seen become more prominent over time
  as transparency has increased in the U.S. Loan Market. Company Level Deal
  Specific Facility Specific Issuer Name Currency/Amount Currency/Amount
  Location Date Type SIC (Cdn) Purpose Purpose Identification Number(s) Sponsor
  Tenor Revenue Financial Covenants Term Out Option Expiration Date Target
  Company Facility Signing Date *Measurement of Risk Assignment Language
  Pricing S&P Sr. Debt Law Firms Base Rate(s)/Spread(s)/BA/LIBOR S&P
  Issuer MAC Clause Initial Pricing Level Moody's Sr. Debt Springing lien
  Pricing Grid (tied to, levels) Moody's Issuer Cash Dominion Grid Effective
  Date Fitch Sr. Debt Mandatory Prepays Fees Fitch Issuer Restrct'd Payments
  (Neg Covs) S&P Implied (internal assessment) Other Restrictions
  Commitment Fee DBRS Other Ratings *Industry Classification Moody's Industry
  S&P Industry Parent Prepayment Fee Financial Ratios Other Fees to Market
  Security Secured/Unsecured Collateral and Seniority of Claim Collateral Value
  Guarantors Lenders Names/Titles Lender Commitment ($) Commited/Uncommited
  Distribution method Amortization Schedule Borrowing Base/Advance Rates New
  Money Amount Country of Syndication Facility Rating (Loss given default)
  S&P Bank Loan Moody's Bank Loan Fitch Bank Loan DBRS Other Ratings *
  These items would be considered useful to capture from an analytical
  perspective 

  






 












	
  

  	
  EXHIBIT D
  NOTICE OF BORROWING AND CERTIFICATE [See Sections 3.1, 3.3 and 5.1] TO: The
  Bank of Nova Scotia Global Wholesale Services – Loan Operations department
  720 King Street West Third Floor Toronto, Ontario M5V 2T3 Reference is made
  to the second amended and restated credit agreement dated as of August 4,
  2011 between Agnico-Eagle Mines Limited, as borrower, the guarantors from
  time to time party thereto, The Bank of Nova Scotia, as administrative agent
  and joint lead arranger, The Toronto-Dominion Bank, as joint lead arranger,
  and the Lenders from time to time party thereto, as amended, supplemented,
  restated or replaced from time to time (the "Credit Agreement").
  All terms used in this certificate and that are defined in the Credit Agreement
  will have the meanings defined in the Credit Agreement. A. Request for
  Advance Notice is hereby given pursuant to the Credit Agreement that the
  undersigned hereby irrevocably requests as follows: 1. that an Advance be
  made under the Credit Facility; 2. the aggregate principal amount of the
  Advance shall be [choose one] [Cdn. . dollars (C$.)/ US . dollars (US$.)];
  and 3. the Drawdown Date shall be ________________. 4. the Advance shall be
  in the form of [check one or more and complete details]: Prime Rate Advance (
  ) Amount C$ Banker's Acceptances ( ) Selected Amount: C$ Designated Period US
  Base Rate Advance ( ) Amount US$ Libor Advance ( ) Selected Amount US$ Designated Period Letter of Credit ( ) Nominal amount and currency
  ____________________ Issue date: ____________________ Expiry date:
  ____________________ 

  






 















	
  

  	
  2 Name and
  Address of Beneficiary: ____________________ Purpose: ____________________
  [Note: attach proposed form or details] 5. the proceeds of the Advance shall
  be deposited in [specify designated account]. The undersigned hereby confirms
  as follows: (a) the representations and warranties contained in Article 10 of
  the Credit Agreement, other than those expressly stated to be made as of a
  specific date or otherwise expressly modified in accordance with Section
  10.17 of the Credit Agreement, are true and correct in all material respects
  on and as of the date hereof with the same force and effect as if such
  representations and warranties had been made on and as of the date hereof;
  (b) no Default or Event of Default has occurred and is continuing on the date
  hereof or will result from the Advance(s) requested herein; and (c) the
  undersigned will immediately notify you if it becomes aware of the occurrence
  of any event which would mean that the statements in the immediately
  preceding paragraphs (a) and (b) would not be true if made on the Drawdown
  Date. B. Notice of Conversion or Rollover Notice is hereby given pursuant to
  the Credit Agreement that the undersigned hereby irrevocably requests as
  follows: 1. that _________________ [Note: describe outstanding Advance] be
  converted or rolled over into or extended as [check one or more and complete
  details]: Banker's Acceptances ( ) Selected Amount: C$ Designated Period
  Libor Advance ( ) Selected Amount US$ Designated Period 2. the date of the
  conversion, rollover or extension shall be _______________. C. Notice of
  Prepayment Pursuant to Article 2.6.1 of the Credit Agreement, the undersigned
  hereby irrevocably notifies you of the following: (a) that a prepayment will
  be made under the Credit Facility; (b) the prepayment represents the
  following [check one or more]: 

  






 















	
  

  	
  3 prepayment in
  Prime Rate Advances under the Credit Facility ( ) prepayment in US Base Rate
  Advances under the Credit Facility ( ) prepayment in Libor Advances under the
  Credit Facility ( ) (c) the prepayment date shall be ________________. (d)
  the Advance to be paid shall be in the form of [check one or more and
  complete details]: Prime Rate Advance ( ) Amount C$ US Base Rate Advance ( )
  Amount US$ Libor Advance ( ) Amount US$ Maturity Date D. Notice of
  Cancellation Pursuant to Article 2.6.2 of the Credit Agreement, the
  undersigned hereby irrevocably notifies you of the following cancellation of
  undrawn portions of the Credit Facility: (a) the amount of the Credit
  Facility to be cancelled is ______________; and (b) the cancellation date
  shall be ________________. DATED ___________________ AGNICO-EAGLE MINES
  LIMITED By: Name: Title: 

  






 















	
  

  	
  EXHIBIT E
  COMPLIANCE CERTIFICATE [See Section 8.2, Article 11 and Sections 13.1.3,
  13.1.4, 13.1.5, 13.1.6, 13.1.7 and 13.2.2] TO: THE BANK OF NOVA SCOTIA, as
  Administrative Agent AND TO: THE LENDERS (as defined in the Credit Agreement
  referred to below) Reference is made to the second amended and restated
  credit agreement dated as of August 4, 2011 between Agnico-Eagle Mines
  Limited, as borrower, the guarantors from time to time party thereto, The
  Bank of Nova Scotia, as administrative agent and joint lead arranger, The
  Toronto-Dominion Bank, as joint lead arranger, and the Lenders from time to
  time party thereto, as amended, supplemented, restated or replaced from time
  to time (the "Credit Agreement"). All terms used in this
  certificate that are defined in the Credit Agreement have the meanings
  defined in the Credit Agreement. The undersigned hereby certifies that: (a)
  No Default or Event of Default has occurred and is continuing on the date
  hereof [or if a Default or Event of Default has occurred and is continuing on
  the date hereof, a detailed description of the same and the steps the
  Borrower is taking or proposes to take to cure the same are described on the
  schedule dealing with the same which is attached hereto]. (b) The undersigned
  hereby certifies that, as of the end of its most recently completed fiscal
  quarter, which ended on ________________: (i) the Total Net Debt to EBITDA
  Ratio was __________: 1; and (ii) the Tangible Net Worth for such fiscal
  quarter was $______________. (c) Set forth on Schedule A hereto are the
  calculations of the financial covenants referred to in clause (b) above. (d)
  Attached hereto is a report setting forth each Derivative Instrument to which
  the Borrower or any other Obligor is a party, together with the counterparty
  thereto and the Obligor Hedging Exposure thereunder. (e) Attached hereto is
  an operating report on the mines owned and controlled by the Borrower and its
  Subsidiaries (being the "Chief Operating Officer’s Quarterly Report to
  the Board of Directors"). (f) Attached hereto is a copy of the
  Borrower’s mineral reserve statements. [Note: only required to be delivered
  with the Borrower’s annual financial statements.] 

  






 















	
  

  	
  2 (g) Attached
  hereto is a copy of either the Borrower’s (i) annual life of mine plans or
  (ii) five year plan for production, the contents of which are customarily
  announced by the Borrower on an annual basis (specifically including,
  estimates of gold production, cashflow and capital expenditures, and the
  following, by mine: tonnes milled per year, average grade through mill,
  ounces of gold (and silver, and tonnes of zinc and copper, if applicable)
  produced in the year, and approximate expected cash cost per ounce). [Note:
  only required to be delivered as soon as practicable and in any event prior
  to 270 days after the end of each fiscal year of the Borrower.] (h) The
  following Persons, which have not previously been reported to the Agent
  pursuant to Section 8.2 of the Credit Agreement, have become Material
  Subsidiaries since the Effective Date: _________________. (i) Additional Debt
  incurred pursuant to Section 1.1.152.14 is as follows: _____________. DATED
  _________________ AGNICO-EAGLE MINES LIMITED By: Name: Title: 

  






 












	
  

  	
  EXHIBIT F
  ADDITIONAL GUARANTOR AGREEMENT [See Section 8.2] THIS AGREEMENT supplements
  the second amended and restated credit agreement dated as of August 4, 2011
  between Agnico-Eagle Mines Limited, as borrower, the guarantors from time to
  time party thereto, The Bank of Nova Scotia, as administrative agent and
  joint lead arranger, The Toronto-Dominion Bank, as joint lead arranger, and
  the Lenders from time to time party thereto, as amended, supplemented,
  restated or replaced from time to time (the "Credit Agreement").
  RECITALS: A. All terms used in this Agreement that are defined in the Credit
  Agreement have the meanings defined in the Credit Agreement. B. The Credit
  Agreement contemplates that further Subsidiaries of the Borrower shall become
  Guarantors in certain circumstances. C. [.] (the "New Subsidiary")
  is required or permitted by the Credit Agreement to become a Guarantor. D.
  The New Subsidiary has delivered an opinion of its counsel and other
  resolutions and ancillary documents required by the Credit Agreement.
  THEREFORE, for value received, and intending to be legally bound by this
  Agreement, the parties agree as follows: 1. The New Subsidiary hereby
  acknowledges and agrees to the terms of the Credit Agreement and agrees to be
  bound by all obligations of a Guarantor, and therefore an Obligor, under the
  Credit Agreement as if it had been an original signatory thereto. [Except as
  set out on Schedule A hereto,] [t/T]he New Subsidiary represents and warrants
  to the Agent and the Lenders that each of the representations and warranties
  in Article 10 of the Credit Agreement is true and correct in relation to it.
  2. The Agent, on behalf of the Lenders, acknowledges that the New Subsidiary
  is a Guarantor, and therefore an Obligor, as of the date of this Agreement.
  3. This Agreement shall be governed by the laws of the Province of Ontario
  and the laws of Canada applicable therein. 4. This Agreement and the other
  Loan Documents have been prepared and signed in English and the parties
  hereto agree that the English version hereof and thereof (to the maximum
  extent permitted by applicable law) shall be the only version valid for the
  purpose of the interpretation and construction hereof and thereof
  notwithstanding the preparation of any translation into another language
  hereof or thereof, whether official or otherwise or whether prepared in
  relation to any proceedings which may be brought in any jurisdiction in
  respect hereof or thereof. 

  






 















	
  

  	
  2 5. 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.
  [Note: additional foreign law provisions, if any, to be included, as
  applicable.] 

  






 















	
  

  	
  3 IN WITNESS OF
  WHICH, the undersigned have executed this Agreement as of [.]. THE BANK OF
  NOVA SCOTIA, as Agent By: Name: Title: By: Name: Title: [NEW MATERIAL
  SUBSIDIARY] By: Name: Title: By: Name: Title: 

  






 















	
  

  	
  SCHEDULE A
  PERMITTED LIENS Registrations Against Agnico-Eagle Mines Limited Under the
  Personal Property Security Act (Ontario) Secured Party Registration Details
  Collateral Xerox Canada Ltd. 33 Bloor St. E., 3rd Floor Toronto, ON M4W 3H1
  Registration No. 20110315 1424 1462 7562 (6 years) (Ref. File No. 668291949)
  Photocopy equipment Xerox Canada Ltd. 33 Bloor St. E., 3rd Floor Toronto, ON
  M4W 3H1 Registration No. 20101018 1706 1462 2947 (6 years) (Ref. File No.
  665236278) Photocopy equipment Xerox Canada Ltd. 33 Bloor St. E., 3rd Floor
  Toronto, ON M4W 3H1 Registration No. 20101018 1706 1462 2959 (6 years) (Ref.
  File No. 665236395) Photocopy equipment HSBC Bank Canada 350-407 8 Avenue SW
  Calgary, AB T2P 1E5 Registration No. 20091019 1951 1531 7037 (5 years) (Ref.
  File No. 657033903) Amendment Registration No. 20091020 1451 1530 4377
  Equipment HSBC Bank Canada 350-407 8 Avenue SW Calgary, AB T2P 1E5
  Registration No. 20091014 1947 1531 5276 (5 years) (Ref. File No. 656949384
  Amendment Registration No. 20091019 1951 1531 7429 Amendment Registration No.
  20091019 1951 1531 7430 Amendment Registration No. 20091020 1451 1530 4378
  Equipment The Bank of Nova Scotia 20 Queen Street West – 4th Floor Toronto,
  ON M5H 1H1 Registration No. 20090629 1834 1532 3470 (5 years) (Reference File
  No. 654546492 Equipment The Bank of Nova Scotia 20 Queen St West, 4th Floor
  Toronto, ON M5H 3R3 Registration No. 20090520 1610 1532 8529(4 years) (Ref.
  File No. 653561217) Equipment Xerox Canada Ltd 33 Bloor St. E. 3rd Floor
  Toronto, Ontario M4W3H1 Registration No. 20080306 1405 1462 7757 (6 years)
  (Ref. File No. 643180194) Photocopy equipment 

  






 















	
  

  	
  2 Secured Party
  Registration Details Collateral Xerox Canada Ltd 33 Bloor St. E. 3rd Floor
  Toronto, Ontario M4W3H1 Registration No. 20071219 1404 1462 2799 (6 years)
  (Ref. File No. 641510037) Photocopy equipment Xerox Canada Ltd 33 Bloor St.
  E. 3rd Floor Toronto, Ontario M4W3H1 Registration No. 20061214 1009 1462 9962
  (6 years) (Ref. File No. 631424124) Photocopy equipment Canadian Imperial
  Bank of Commerce Oil & Gas Group, 9th Floor, Bankers Hall East Tower, 855
  – 2nd Street S.W. Calgary, Alberta T2P 2P2 Registration No. 20061017 1314
  1862 1538 (10 years) (Ref. File No. 631424124) Equipment Registrations
  Against Agnico-Eagle Mines Limited Under the British Columbia Personal
  Property Registry Secured Party Registration Details Collateral Caterpillar
  Financial Services Limited Registered November 4, 2008 (expiry November 4,
  2011) under Registration No. 678095E Caterpillar 980H plus attachments
  Caterpillar Financial Services Limited Registered May 28, 2009 (expiry May
  28, 2013) under Registration No. 991292E Caterpillar 14M HSBC Bank Canada
  Registered October 19, 2009 (expiry October 19, 2014) under Registration No.
  232144F O&K Orenstein & Kopmodel Excavator and related equipment HSBC
  Bank Canada Registered October 19, 2009 (expiry October 14, 2014) under
  Registration No. 232146F O&K Orenstein & Kopmodel Excavator and
  related equipment Caterpillar Financial Services Limited Registered June 30,
  2010 (expiry June 30, 2016) under Registration No. 639580F 2010 Terex RH120
  plus attachments Caterpillar Financial Services Limited Registered July 6,
  2010 (expiry July 6, 2016) under Registration No. 645354F Three 2010
  Caterpillar 785D Rock Trucks Xerox Canada Ltd. Registered June 2, 2011
  (expiry June 2, 2016) under Registration No. 178140G Equipment and software
  supplied by the secured party 

  






 












	
  

  	
  3 Registrations
  Against Agnico-Eagle Mines Limited Under the Nunavut Territory Personal
  Property Registry Secured Party Registration Details Collateral Caterpillar
  Financial Services Limited Registered July 11, 2008 (expiry July 11, 2011)
  under Registration No. 122010 Two Caterpillar motor vehicles Caterpillar
  Financial Services Limited Registered July 11, 2008 (expiry July 11, 2011)
  under Registration No. 122028 Eight Caterpillar motor vehicles Caterpillar
  Financial Services Limited Registered July 14, 2008 (expiry July 14, 2011)
  under Registration No. 122069; Amendment No. 122135 Four Caterpillar motor
  vehicles Caterpillar Financial Services Limited Registered July 14, 2008
  (expiry July 14, 2011) under Registration No. 122077 One Caterpillar motor
  vehicle Caterpillar Financial Services Limited Registered July 14, 2008
  (expiry July 14, 2011) under Registration No. 122085 One Caterpillar motor
  vehicle Caterpillar Financial Services Limited Registered July 14, 2008
  (expiry July 14, 2011) under Registration No. 122093 One Caterpillar motor
  vehicle Caterpillar Financial Services Limited Registered November 5, 2008
  (expiry November 5, 2011) under Registration No. 128090 One Caterpillar motor
  vehicle Caterpillar Financial Services Limited Registered December 16, 2008
  (expiry December 16, 2011) under Registration No. 130468 Three Caterpillar
  motor vehicles Caterpillar Financial Services Limited Registered May 28, 2009
  (expiry May 28, 2013) under Registration No. 139329 2009 Caterpillar 14M HSBC
  Bank Canada Registered October 14, 2009 (expiry October 14, 2014) under
  Registration No. 148031 Two Toro Loaders and one Toro Truck HSBC Bank Canada
  Registered October 14, 2009 (expiry October 14, 2014) under Registration No.
  148270 Orenstein & Kopmodel Excavator and Bucked Excavation 

  






 















	
  

  	
  4 Secured Party
  Registration Details Collateral HSBC Bank Canada Registered October 14, 2009
  (expiry October 14, 2014) under Registration No. 148288 Orenstein &
  Kopmodel Excavator and Bucked Excavation De Lage Landen Financial Services
  Canada Inc.; Service Financiers De Lage Landen Canada Inc. Registered May 6,
  2010 (expiry May 6, 2014) under Registration No. 160184 Medical equipment;
  all goods supplied to Agnico-Eagle Mines Limited Canadian Western Bank
  Registered July 28, 2010 (expiry July 28, 2020) under Registration No. 166710
  4 Atlas Copco DM 45 Rotary Blasthole Drilling Rigs PNC Equipment Finance
  Registered October 28, 2010 (expiry October 28, 2018) under Registration No.
  172742 All goods leased to the debtor by the secured party PNC Equipment
  Finance Registered October 28, 2010 (expiry October 28, 2018) under
  Registration No. 172817 One 26' x 12.25' SAG Mill and related accessories and
  components HSBC Bank Canada Registered March 25, 2010 (expiry March 25, 2016)
  under Registration No. 157784 Two international motor vehicles Caterpillar
  Financial Services Limited Registered July 16, 2010 (expiry July 16, 2016)
  under Registration No. 165563 2010 Terex Model RH120 Front Shovel Caterpillar
  Financial Services Limited Registered July 16, 2010 (expiry July 16, 2016)
  under Registration No. 165571 Three 2010 Caterpillar 785D Rock Trucks
  Registrations Against Agnico-Eagle Mines Limited in the Register of Personal
  and Moveable Real Rights – Quebec Secured Party Registration Details
  Collateral Gestion Loca-Bail Ltée Registered December 7, 2007 (expiry
  November 14, 2011) under Registration No. 07-0700180-0001 Photocopier and
  related equipment Gestion Loca-Bail Ltée Registered December 7, 2007 (expiry
  October 3, 2011) under Registration No. 07-0700187-0001 Photocopier and
  related equipment Gestion Loca-Bail Ltée Registered January 30, 2008 (expiry
  January 16, 2012) under Registration No. 08-0051392-0001 Photocopier and
  related equipment 

  






 















	
  

  	
  5 Secured Party
  Registration Details Collateral Gestion Loca-Bail Ltée Registered on July 7,
  2008 (expiry July 31, 2011) under Registration No. 08-0394893-0001
  Photocopiers and related equipment Location Credit Ford Canada, Une Division
  De Compagnie De Location Canadian Road Registered October 8, 2008 (expiry
  October 7, 2011) under Registration No. 08-0583748-0018 Motor vehicle
  Location Credit Ford Canada, Une Division De Compagnie De Location Canadian
  Road Registered February 2, 2009 (expiry January 29, 2012) under Registration
  No. 09-0051290-0002 Motor vehicle Location Credit Ford Canada, Une Division
  De Compagnie De Location Canadian Road Registered February 27, 2009 (expiry
  February 26, 2012) under Registration No. 09-0102286-0045 Motor vehicle
  Gestion Loca-Bail Ltée Registered April 15, 2009 (expiry March 3, 2013) under
  Registration No. 09-0202771-0001 Photocopiers and related equipment Location
  Credit Ford Canada, Une Division De Compagnie De Location Canadian Road
  Registered May 11, 2009 (expiry May 10, 2012) under Registration No.
  09-0264800-0020 Motor vehicle Bal Global Finance Canada Corporation
  Registered July 6, 2009 (expiry June 30, 2019) under Registration No.
  09-0401160-0001 The personal and movable property including drilling and
  mining equipment of any nature or kind described in any Leasing Schedule executed
  by the parties Bal Global Finance Canada Corporation Registered July 6, 2009
  (expiry June 30, 2019) under Registration No. 09-0401160-0002 The personal
  and movable property including drilling and mining equipment of any nature or
  kind described in any Leasing Schedule executed by the parties Bal Global
  Finance Canada Corporation Registered July 6, 2009 (expiry June 30, 2019)
  under Registration No. 09-0401160-0003 Various drilling and mining equipment
  located at Goldex Mine, Val d'Or, Quebec Bal Global Finance Canada
  Corporation Registered July 6, 2009 (expiry June 30, 2019) under Registration
  No. 09-0401160-0004 Various drilling and mining equipment located at Goldex
  Mine, Val d'Or, Quebec 

  






 















	
  

  	
  6 Secured Party
  Registration Details Collateral The Bank of Nova Scotia Registered July 20,
  2009 (expiry July 20, 2018) under Registration No. 09-0439986-0001 1 new TORO
  50 underground haulage truck S/N T9050444 1 new LH514 underground LHD S/N
  L914D311 The Bank of Nova Scotia Registered July 24, 2009 (expiry July 23,
  2018) under Registration No. 09-0452727-0011 Various drilling and mining
  equipment Hardy Ringuette Automobiles Inc. Location Credit Ford Canada, une
  division de Compagnie de Location Canadian Road Registered August 21, 2009
  (expiry August 20, 2012) under Registration No. 09-0516937-0013 2009 FORD
  F150 serial no. 1FTPF14849KC69381 HSBC Bank Canada Registered October 26,
  2009 (expiry October 15, 2013) under Registration No. 09-0665290-0001 1 used
  Toro Loader, model 1400 U/G, serial no. T7140234 1 used Toro Loader, model 50
  U/G, serial number T7050325 1 used Toro Haulage Truck, model 50 U/G, serial
  number T8050375 Gestion Loca Bail Ltee Registered October 26, 2009 (expiry
  September 24, 2013) under Registration No. 09-0665505-0001 2 photocopiers and
  related equipment Location Credit Ford Canada, une division de Compagnie de
  location Canadien Road Registered February 25, 2010 (expiry February 24,
  2013) under Registration No. 10-0108942-0023 2010 Ford F150 serial no.
  1FTVX1EV1AKA56482 Ford Credit Canada Leasing, a division of Canadian Road
  Leasing Company Registered March 2, 2010 (expiry March 1, 2013) under
  Registration No. 10-0118244-0003 2010 Ford E150 serial no. 1FTNF1E87AKA36346
  HSBC Bank Canada Registered March 22, 2010 (expiry June 16, 2015) under Registration
  No. 10-0163965-0001 1 Gold F-250-001 HP800, serial no. HP800240, Cone Crusher
  and associated rights, equipment and accessories HSBC Bank Canada Registered
  March 29, 2010 (expiry June 21, 2015) under Registration No. 10-0179390-0001
  2 2007 Atlas Cooper Wagner Scooptrams (serial nos. AVO07X211 and AVO7X151)
  and associated rights, equipment and accessories 

  






 















	
  

  	
  7 Secured Party
  Registration Details Collateral Hardy Ringuette Automobiles Inc. Registered
  April 1, 2010 (expiry March 31, 2013) under Registration No. 10-0194669-0022
  2010 Ford F250 serial no. 1FTSW2B54AEB21646 Hardy Ringuette Automobiles Inc.
  Registered April 6, 2010 (expiry April 5, 2013) under Registration No.
  10-0200051-0006 2010 Ford F150 serial no. 1FTVX1EV1AKB99271 Hardy Ringuette
  Automobiles Inc. Registered April 6, 2010 (expiry April 5, 2013) under
  Registration No. 10-0200280-0001 2010 Ford F150 serial no. 1FTX1EV3AKB99272
  Hardy Ringuette Automobiles Inc. Registered April 19, 2010 (expiry April 18,
  2013) under Registration No. 10-0236403-0011 2010 Ford F150 serial no.
  1FTVX1EV1AKC35718 Gestion Loca-Bail Ltée Registered May 5, 2010 (expiry
  September 29, 2014) under Registration No. 10-0285044-0001 Photocopier and
  related equipment Hewitt Équipement Limitée Registered June 9, 2010 (expiry
  June 8, 2015) under Registration No. 10-0372958-0001 Underground mining
  equipment Hewitt Équipement Limitée Registered July 7, 2010 (expiry July 6,
  2015) under Registration No. 10- 0444358-0001 Caterpillar equipment, serial
  nos. #SDH00160, #1057667, #1057668 Hardy Ringuette Automobiles Inc.
  Registered September 27, 2010 (expiry September 26, 2013) under Registration
  No. 10-0672369-0015 2011 FORD F250 serial no. 1FT7X2B68BEA00454 Hardy
  Ringuette Automobiles Inc. Registered November 3, 2010 (expiry November 1,
  2013) under Registration No. 10-0771812-0002 2011 Ford F250 serial no.
  1FT7W2B60BEA88502 Xerox Canada Ltd. Registered December 3 3, 2010 (expiry
  December 2, 2014) under Registration No. 10-0855295-0012 Present and future
  office equipment supplied by the secured party Hardy Ringuette Automobiles
  Inc. Registered January 21, 2011 (expiry January 20, 2014) under Registration
  No. 11-0041990-0017 2010 Ford F150 serial no. 1FTVX1EV3AKE35256 Hardy
  Ringuette Automobiles Inc. Registered January 27, 2011 (expiry January 25,
  2014) under Registration No. 11-0054571-0047 2011 FORD F150 serial no.
  1FTFW1EFXBKD05220 Hardy Ringuette Automobiles Inc. Registered January 27,
  2011 (expiry January 25, 2014) under Registration No. 11-0054571-0048 2011
  FORD F150 serial no. 1FTMF1EM2BKD00311 

  






 












	
  

  	
  8 Secured Party
  Registration Details Collateral Hardy Ringuette Automobiles Inc. Registered
  February 15, 2011 (expiry February 13, 2014) under Registration No.
  11-0094899-0053 2011 Ford F150 serial no. 1FTEX1EM8BFA22217 Hardy Ringuette
  Automobiles Inc. Registered February 15, 2011 (expiry February 13, 2014)
  under Registration No. 11-0094899-0055 2011 Ford F150 serial no.
  1FTFX1EF6BFA14090 Hardy Ringuette Automobiles Inc. Registered February 15,
  2011 (expiry February 13, 2014) under Registration No. 11-0094899-0056 2011
  Ford F150 serial no. 1FTFX1EF5BFA28434 The North West Company LP Registered
  March 23, 2011 (expiry March 21, 2014) under Registration No. 11-0185818-0009
  Snowmobile serial no. YH2SFW9B69R000381 2009 SKANDIC 550 2732-2304 Québec
  Inc. Registered March 25, 2011 (expiry February 28, 2012) under Registration
  No. 11-0193927-0001 Scissor lift serial no. 1F1006098 Hardy Ringuette
  Automobiles Inc. Registered April 6, 2011 (expiry April 4, 2014) under
  Registration No. 11-0231546-0057 2011 FORD F250 serial no. 1FT7W2B67BEB50574
  Hardy Ringuette Automobiles Inc. Registered May 3, 2011 (expiry May 2, 2012)
  under Registration No. 11-0310204-0047 2008 Ford F150 serial no.
  1FTRF14W48KD09464 Les services financiers Caterpillar Limitée Registered May
  4, 2011 (expiry April 21, 2021) under Registration No. 11-0315108-0012 2010
  CATERPILLAR AD30 TOMBEREAU ARTICULE N/S CAT0AD30KDXR00393. Hardy Ringuette
  Automobiles Inc. Registered May 26, 2011 (expiry May 23, 2014) under
  Registration No. 11-0381499-0079 2011 FORD ESCAPE serial no.
  1FMCU5K32BKC19910 Hardy Ringuette Automobiles Inc. Registered June 1, 2011
  (expiry May 30, 2014) under Registration No. 11-0402987-0042 2011 FORD F250
  serial no. 1FT7X2B62BEC65001 Hardy Ringuette Automobiles Inc. Registered June
  20, 2011 (expiry June 16, 2014) under Registration No. 11-0459864-0066 2011
  FORD F250 serial no. 1FT7W2B63BEC55385 

  






 















	
  

  	
  SCHEDULE B
  OTHER SUPPORTED OBLIGATIONS Nil. 

  






 















	
  

  	
  SCHEDULE C
  LITIGATION Nil. 

  






 















	
  

  	
  SCHEDULE D
  EQUITY INTERESTS AND ORGANIZATION STRUCTURE 1 Indicates that the Subsidiary
  will be a Guarantor on the Effective Date. Notes: - The LaRonde, Goldex and
  Lapa Mines and the Meadowbank development project are owned by Agnico-Eagle
  Mines Limited and each mine/project is operated as a separate division. - The
  Kittila Mine is owned by Agnico-Eagle Finland Oy. - The Pinos Altos Mine
  project is owned by Agnico Eagle Mexico, SA de CV. 100% 1641315 Ontario Inc.1
  (Ontario) 100% 1.33% Agnico-Eagle Mexico, SA de CV1 (Mexico) Servicios Agnico
  Eagle Mexico, SA de CV (Mexico) Servicios Pinos Altos, SA de CV (Mexico)
  Genex Exploration Corp (Yukon) Penna Insurance Inc. (Barbados) 29.68% 100%
  99.99% Agnico-Eagle (USA) Limited (Colorado) 100% 100% 1715495 Ontario Inc.1
  (Ontario) 100% 0.01% 99.99% 0.01% 100% 100% 100% Agnico-Eagle Finland Oy1
  (Finland) 100% Agnico-Eagle Sweden AB12 (Sweden) Oijarvi Resources Oy
  (Finland) Agnico-Eagle (Barbados) Limited1 (Barbados) Agnico-Eagle Mines
  Sweden Cooperatie U.A.1 (Netherlands) 99.99% 99.99% 0.01% 99.99% 0.01% 0.01%
  68.99% AGNICO-EAGLE MINES LIMITED (Ontario) (NYSE, TSX: AEM) Tenedora
  Agnico-Eagle Mexico S.A. de C.V.1 (Mexico) Agnico-Eagle Mines Mexico
  Cooperatie U.A.1 (Netherlands) 

  






 















	
  

  	
  Directors and
  Senior Officers of Agnico-Eagle Mines Limited Name Title James D. Nasso
  Chairman Sean Boyd Vice-Chairman and Chief Executive Officer Leanne M. Baker
  Director Douglas R. Beaumont Director Clifford J. Davis Director Bernard
  Kraft Director Mel Leiderman Director J. Merfyn Roberts Director Eberhard
  Scherkus Director, President, and Chief Operating Officer Howard Stockford
  Director Pertti Voutilainen Director Martine Celej Director Sean Riley
  Director Robert J. Gemmell Director Ammar Al-Joundi Senior Vice-President,
  Finance and Chief Financial Officer Donald G. Allan Senior Vice-President,
  Corporate Development Alain Blackburn Senior Vice-President, Exploration Tim
  Haldane Senior Vice-President, Latin America R. Gregory Laing General
  Counsel, Senior Vice-President, Legal and Corporate Secretary Daniel Racine
  Senior Vice-President, Operations Jean Robitaille Senior Vice-President,
  Technical Services 

  






 















	
  

  	
  - 2 - Louise
  Grondin Senior Vice-President, Environment and Sustainable Development David
  Smith Senior Vice-President, Investor Relations Picklu Datta Vice-President,
  Treasurer Patrice Gilbert Vice-President, Human Resources Paul-Henri Girard
  Vice-President, Canada Lino Cafazzo Vice-President, Information Technologies
  Ingmar Haga Vice-President, Europe Marc Legault Vice-President, Project
  Development Paul Cousin Vice-President, Mettalurgy Guy Goselin Vice-President,
  Exploration Luis Felipe Medina Vice-President, Mexico Yvon Sylvestre
  Vice-President, Technical Service & Construction