and- THE GUARANTORS FROM TIME TO TIME PARTY TO THIS AGREEMENT as Guarantors -and- THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT -and- THE BANK OF NOVA SCOTIA as Co-Lead Arranger and Administrative Agent -and- SOCIÉTÉ GÉNÉRALE (CANADA BRANCH)...

Exhibit 4.01

Execution Copy

AGNICO-EAGLE MINES LIMITED
as Borrower

-and-

THE GUARANTORS FROM TIME TO TIME

PARTY TO THIS AGREEMENT

as Guarantors

-and-

THE LENDERS FROM TIME TO TIME
PARTY TO THIS AGREEMENT

-and-

THE BANK OF NOVA SCOTIA
as Co-Lead Arranger and Administrative Agent

-and-

SOCIÉTÉ GÉNÉRALE (CANADA BRANCH)
as Co-Lead Arranger and Syndication Agent

-and-

THE TORONTO-DOMINION BANK
as Documentation Agent

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 15, 2009

US$300,000,000 CREDIT FACILITIES

▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AGREEMENT entered into as of the 15th day of June, 2009

BETWEEN:

AGNICO-EAGLE MINES LIMITED
as Borrower

-and-

1715495 ONTARIO INC.

1641315 ONTARIO INC.

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

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

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

AGNICO-EAGLE SWEDEN AB

AGNICO-EAGLE AB

RIDDARHYTTAN RESOURCES AB

AGNICO EAGLE MEXICO S.A. DE C.V.

as Guarantors

-and-

THE LENDERS LISTED ON EXHIBIT A

TO THIS AGREEMENT FROM TIME TO TIME

as Lenders

-and-

THE BANK OF NOVA SCOTIA,
as Administrative Agent

WHEREAS certain of the parties entered into a credit agreement dated as of January 10, 2008, as amended by amendment no. 1 to credit agreement dated as of September 4, 2008 (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.

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, 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 January 10, 2008 between the Agent and the Borrower, providing for the payment of certain agency fees in relation to the Credit Facility;

1.1.9                        “Agent” means The Bank of Nova Scotia, in its capacity as administrative agent for the Lenders;

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1.1.10                      “Agreement”, “herein”, “hereby”, “hereto” “hereunder” or similar expressions mean this agreement, the recitals hereto and any schedules hereto, as amended, supplemented, restated and replaced from time to time in accordance with the provisions hereof, and not any particular article, section, subsection, paragraph or clause or other portion hereof;

1.1.11                      “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 the percentage of the total outstanding Advances, including participations in respect of Letters of Credit represented by such Lender’s outstanding Advances;

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;

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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;

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:

with such fraction being rounded up or down to the fifth decimal place and .00005 being rounded up, and (b) with respect to Non BA Lenders, the face amount of Discount Notes issued to them, less a discount established in the same manner as provided in clause (a) above (with references to “Bankers’ Acceptances” being replaced by references to “Discount Notes”);

1.1.27                      “BA Request” has the meaning defined in subsection 5.1.1;

1.1.28                      “Bankers’ Acceptance” means a non-interest bearing draft or ▇▇▇▇ 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

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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 ▇▇▇▇ (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, or six months quoted on Reuters Service, page CDOR “Canadian Interbank Bid BA Rates” (the “CDOR Rate”), having an identical Designated Period to that of the Bankers’ Acceptances to be issued on such day and (b) in respect of Bankers’ Acceptances to be purchased by the Lenders which are Schedule II banks under the Bank Act (Canada) or Schedule III banks under the Bank Act (Canada) which are not subject to the restrictions and requirements referred to in Section 524(2) thereof, and in respect of Discount Notes, the average of the rates for Canadian Dollar bankers’ acceptances quoted by the Schedule II Reference Lenders (rounded up to the nearest 1/100 of 1%), provided that such average rate may not exceed the rate determined under clause (a) by more than 0.10% per annum (in each of cases (a) and (b), the “Discount Rates”). In all cases, the Discount Rates shall be quoted at approximately 10:00 a.m. on the Drawdown Date calculated on the basis of a year of 365 days.

In the absence of any such determination, the “Bankers’ Acceptance Discount Rate” which would have been determined in accordance with clause (a) or clause (b) above, respectively, shall be equal to the average of the discount rates for bankers’ acceptances (rounded up to the nearest 1/100 of 1%) of:

(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

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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;

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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or such other branch as is designated from time to time by the Agent;

1.1.33                      “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;

1.1.34                      “Canadian Dollars” or “C$” means the lawful currency of Canada;

1.1.35                      “Capital Lease” means any lease which is required to be capitalized on a balance sheet of the lessee in accordance with GAAP;

1.1.36                      “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

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capitalized amount thereof, determined in accordance with GAAP;

1.1.37                      “Capital Reorganization” means any change in the issued and outstanding Equity Interests of a Person involving the reclassification of such Equity Interests or the conversion of such Equity Interests into, or exchange of such Equity Interests for, cash, securities or other property;

1.1.38                      “Cash Equivalents” means, as of the date of any determination thereof, instruments of the following types:

1.1.38.1                   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;

1.1.38.2                   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-l by S&P, at least P-l by ▇▇▇▇▇’▇ or at least ▇-▇ (middle) by DBRS;

1.1.38.3                   commercial paper, bonds, notes, debentures and bankers’ acceptances issued by a Person residing in Canada or the USA and not referred to in subsections 1.1.38.1, 1.1.38.2 or 1.1.38.4, 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-l by S&P, at least P-l by ▇▇▇▇▇’▇ 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

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for ABCP Issuers” published and maintained by DBRS;

1.1.38.4                   (a) certificates of deposit maturing not more than one year from the date of issuance thereof, issued by a bank or trust company organized under the laws of the USA, any state thereof, or Canada or any province thereof or (b) Principal Currency certificates of deposit maturing not more than one year from the date of acquisition and issued by a bank in a Principal Jurisdiction; in all cases having capital, surplus and undivided profits aggregating at least US$500,000,000 (or the equivalent thereof in Canadian Dollars or in the currency of such Principal Jurisdiction) and whose short-term credit rating is, at the time of acquisition, accorded a short-term credit rating of at least A-l by S&P, at least P-l by ▇▇▇▇▇’▇ or at least ▇-▇ (middle) by DBRS;

1.1.38.5                   any repurchase agreement having a term of 30 days or less entered into with any Lender, any Other Lender or any Person satisfying the criteria set forth in subsection 1.1.38.4 which is secured by a fully perfected security interest in any obligation of the type described in subsection 1.1.38.1 or 1.1.38.2 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

1.1.38.6                   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);

1.1.39                      “CDS” has the meaning defined in Section 5.11;

1.1.40                      “CDS & Co.” has the meaning defined in Section 5.11;

1.1.41                      “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

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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;

1.1.42                      “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 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;

1.1.43                      “Claim” has the meaning defined in Section 19.15;

1.1.44                      “Closing Date” means January 10, 2008;

1.1.45                      “Co-Lead Arrangers” means each of The Bank of Nova Scotia and Société Générale (Canada Branch), in such capacity;

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1.1.46                      “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;

1.1.47                      “Compliance Certificate” means a certificate in the form of Exhibit E executed by the chief financial officer or another senior officer of the Borrower;

1.1.48                      “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;

1.1.49                      “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;

1.1.50                      “Contingent Obligation” of any Person means all contingent liabilities required to be included or noted in the financial statements of such Person in accordance with GAAP;

1.1.51                      “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;

1.1.52                      “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;

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1.1.53                      “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;

1.1.54                      “Credit Facility” has the meaning defined in Section 2.1.

1.1.55                      “DBRS” means DBRS Limited;

1.1.56                      “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:

1.1.56.1                   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;

1.1.56.2                   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;

1.1.56.3                   all liabilities upon which interest charges are paid or are customarily paid by that Person;

1.1.56.4                   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 1.1.56.4) unless the issuer of such Equity Interests has by the terms of such Equity Interests

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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 1.1.56.4);

1.1.56.5                   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

1.1.56.6                   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 of any obligation in any manner of any part or all of an obligation of another Person of the type included in subsections 1.1.56.1 through 1.1.56.6 above;

other than trade payables incurred in the Ordinary Course and payable in accordance with customary practices;

1.1.57                      “Declining Lenders” has the meaning defined in Section 19.3.2;

1.1.58                      “deemed interest period” has the meaning defined in Section 4.9.1;

1.1.59                      “Default” means an event or circumstance, the occurrence or non-occurrence of which would, with the giving of a notice, lapse of time or combination thereof or other condition subsequent, constitute an Event of Default;

1.1.60                      “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

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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;

1.1.61                      “depository bills” has the meaning defined in Section 5.11;

1.1.62                      “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);

1.1.63                      “Derivative Obligations” means the Obligor Hedging Exposure owed to one or more Lenders or Affiliates of a Lender under Derivative Instruments;

1.1.64                      “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 3.2, 5.1 and 5.4;

1.1.65                      “Desired Acquisition Amount” has the meaning defined in Section 19.3.3.1;

1.1.66                      “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;

1.1.67                      “Distribution” means:

1.1.67.1                   the retirement, redemption, retraction, purchase, or other acquisition of any Equity Interests of an Obligor or Related Party Debt of an Obligor;

1.1.67.2                   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;

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1.1.67.3                   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;

1.1.67.4                   any payment of management or similar fees to any Related Party which is not an Obligor; and

1.1.67.5                   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;

1.1.68                      “Draft” means any draft, ▇▇▇▇ of exchange, receipt, acceptance, demand or other request for payment drawn or issued under or in respect of a Letter of Credit;

1.1.69                      “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;

1.1.70                      “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:

1.1.70.1                   onsite and offsite cash operating costs for such period;

1.1.70.2                   cash general and administrative expenses for such period;

1.1.70.3                   cash capital taxes for such period; and

1.1.70.4                   cash reclamation expenditures for such period;

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

1.1.71                      “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;

1.1.72                      “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

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has been obtained; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Obligor or any Affiliate of an Obligor;

1.1.73                      “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;

1.1.74                      “Environmental Laws” means all Applicable Laws, now or hereafter in effect, to the extent relating to pollution or protection of the environment or property and public health and relating to (a) emissions, discharges, releases or threatened releases of any Hazardous Substance into the environment (including ambient air, surface water, ground water, land surface or subsurface strata), (b) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport, removal or handling of any Hazardous Substance, (c) underground storage tanks and related piping, and emissions, discharges and releases or threatened releases of Hazardous Substances and (d) the modification, maintenance, use or removal of any land, wetland or waterway (including anything beneath the surface thereof);

1.1.75                      “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;

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1.1.76                      “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;

1.1.77                      “Event of Default” means an event or circumstance described in Section 15.1;

1.1.78                      “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;

1.1.79                      “Existing Credit Agreement” has the meaning defined in the recitals hereto;

1.1.80                      “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

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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;

1.1.81                      “Fee Letter” means the confidential letter agreement dated January 10, 2008 between the Borrower and Co-Lead Arrangers, providing for the payment of certain fees in relation to the Credit Facility;

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

1.1.83                      “First Currency” has the meaning defined in Section 17.1;

1.1.84                      “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;

1.1.85                      “Former Swing Line Lender” has the meaning defined in Section 3.4.6;

1.1.86                      “Fronting Fee” means the fee payable to the Issuing Lender upon the issuance or renewal of a Letter of Credit by the Issuing Lender calculated in accordance with subsection 3.3.2.2;

1.1.87                      “FX Rate” has the meaning defined in Section 17.1;

1.1.88                      “GAAP” means the generally accepted accounting principles in effect from time to time in the USA;

1.1.89                      “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

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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;

1.1.90                      “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;

1.1.91                      “Guaranteed Obligations” means the Loan Obligations, the Other Supported Obligations and all other indebtedness, liabilities and obligations of the Obligors under the Loan Documents;

1.1.92                      “Guarantees” means the guarantees delivered or required to be delivered under Article 8;

1.1.93                      “Guarantors” means the Material Subsidiaries that are required to deliver a guarantee under Article 8 from time to time;

1.1.94                      “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;

1.1.95                      “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

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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;

1.1.96                      “Indemnified Party” has the meaning defined in Section 19.15;

1.1.97                      “Indemnified Taxes” means Taxes other than Excluded Taxes;

1.1.98                      “Information” has the meaning defined in Section 19.16.2;

1.1.99                      “Insolvency Proceeding” has the meaning defined in Section 15.1.11;

1.1.100                    “Intellectual Property” means patents, trademarks, service marks, trade names, copyrights, trade secrets, industrial designs and other similar rights;

1.1.101                    “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;

1.1.102                    “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;

1.1.103                    “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;

1.1.104                    “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;

1.1.105                    “Issuing Lender” means The Bank of Nova Scotia, or any successor issuer of Letters of Credit appointed by the Borrower in accordance with Section 3.3.6.5;

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1.1.106                    “Kittila Mine” means Agnico-Eagle AB’s Kittila mining operations and property located in or around Kittila, Finland, as presently constituted and as the same may be developed or expanded from time to time, and any replacements, substitutions and modifications thereof permitted hereunder, together with all easements, rights of way, rights, titles or interests of every kind and description which Agnico-Eagle AB has rights to, or otherwise owns or controls, relating to or acquired in connection with such operations, properties and claims;

1.1.107                    “Lapa Mine” means the Borrower’s Lapa mining operations and property located approximately 11 kilometres east of the LaRonde Mine, as presently constituted and as the same may be developed or expanded from time to time, and any replacements, substitutions and modifications thereof permitted hereunder, together with all easements, rights of way, rights, titles or interests of every kind and description which the Borrower has rights to, or otherwise owns or controls, relating to or acquired in connection with such operations, properties and claims;

1.1.108                    “LaRonde Mine” means the Borrower’s LaRonde mining operations and property located in or around Cadillac and ▇▇▇▇▇▇▇▇, 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;

1.1.109                    “LC Indemnitees” has the meaning defined in Section 3.3.6.1;

1.1.110                    “Lender Swing Line Repayment” has the meaning defined in Section 3.4.6;

1.1.111                    “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;

1.1.112                    “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;

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1.1.113                    “Letter of Credit Fee” means the fee payable to the Issuing Lender upon issuance or renewal of each Letter of Credit issued by the Issuing Lender hereunder calculated in accordance with Section 2.7 and Section 3.3.2;

1.1.114                    “LIBOR” means, with respect to any Designated Period of one, two, three or six months relating to a Libor Advance, the average rate for deposits in US$ for a period comparable to the Designated Period which is quoted on Libor0l Page of Reuters, or, in case of the unavailability of such page, which is quoted on the British Bankers Association Libor Rates Telerate (page 3750 or other applicable page), in either case at or about 11:00 a.m. (London time), determined two Banking Days prior to the applicable Drawdown Date in accordance with Section 4.5; if neither of such quotes is available, then LIBOR shall be determined by the Agent as the average of the rates at which deposits in US$ for a period similar to the Designated Period and in amounts comparable to the amount of such Libor Advance are offered by the Schedule 1 Reference Lenders to prime banks in the London inter-bank market at or about 11:00 a.m. (London time) on the date of such determination;

1.1.115                    “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;

1.1.116                    “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;

1.1.117                    “Lien” means:

1.1.117.1                 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;

1.1.117.2                 the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or title retention agreement relating to any Property;

1.1.117.3                 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;

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1.1.117.4                 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

1.1.117.5                 any other Contract, trust or arrangement that secures payment or performance of any debt, liability or obligation;

and “Liens” shall have corresponding meaning;

1.1.118                    “Loan Documents” means this Agreement, the Guarantees and all other agreements, documents and instruments to which an Obligor is a party delivered under or in relation to the Credit Facility from time to time;

1.1.119                    “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”;

1.1.120                    “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

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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;

1.1.121                    “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;

1.1.122                    “Material Assets” means (a) the Mines and all other present and after-acquired property and assets used in connection with or relating to the Mines or any other operating mine, development stage mine project or facility for the extraction or processing of ore (including all corresponding underground and surface facilities and infrastructure and all related plant, buildings, fixtures, equipment, chattels and machinery), whether situate on or off such mine, development stage mine project or facility, and all replacements, substitutions and additions thereto, (b) the Material Subsidiaries, and (c) Related Party Debt;

1.1.123                    “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;

1.1.124                    “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;

1.1.125                    “Material Subsidiary” means a Subsidiary of the Borrower the consolidated total assets of which, at any time, have 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 the consolidated total revenues of which, at any time, are US$20,000,000 (or the equivalent amount in any other applicable currency at the applicable FX Rate) or more (on an annual basis), which on the Effective Date are listed on Schedule A; provided that, once a Subsidiary of the Borrower has such consolidated total assets or consolidated total revenue, it shall not cease to be a “Material Subsidiary” until either the Agent, with the consent of the Majority Lenders, or the

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Majority Lenders, have consented in writing to such Subsidiary no longer being a “Material Subsidiary”;

1.1.126                    “Maturity Date” means January 10, 2013, or if such date has been extended in accordance with the terms of Section 2.5, such extended date;

1.1.127                    “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;

1.1.128                    “Mines” means the Goldex Mine, the Kittila Mine, the LaRonde Mine, the Lapa Mine, the Meadowbank Mine and the Pinos Altos Mine;

1.1.129                    “Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.;

1.1.130                    “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:

1.1.130.1                 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;

1.1.130.2                 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

1.1.130.3                 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;

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1.1.131                    “Non-BA Lender” means a Lender which does not accept bankers’ acceptances issued in Canada;

1.1.132                    “Notice of Borrowing” means a notice substantially in the form of Exhibit D transmitted to the Agent by the Borrower in accordance with, as applicable, Sections 3.1, 3.2 or 3.3 or subsection 5.1.1;

1.1.133                    “Obligor Hedging Exposure” means the aggregate of all amounts that would be payable to all Persons by the Obligors or to the Obligors by other Persons, on the date of determination, taking into account all legally enforceable netting arrangements, pursuant to each ISDA Master Agreement between each Obligor and any such Person, as if all Derivative Instruments under such ISDA Master Agreements were being terminated on that day;

1.1.134                    “Obligors” means the Borrower and the Guarantors;

1.1.135                    “Ordinary Course” means, with respect to an action taken by a Person, that the action is taken in the usual course of the normal day-to-day operations of the Person;

1.1.136                    “Other Derivative Counterparties” means, at any time, up to five Persons (which are not Lenders, Other Lenders or Affiliates of Lenders or Other Lenders) designated in writing by the Borrower to the Agent which are, or may be, counterparties to Derivative Instruments with an Obligor, and which have a credit rating of not less than the lowest credit rating of any Lender that has a credit rating on the Effective Date from any of S&P or Moody’s or the equivalent credit rating from any rating agency if not rated by either of such credit rating agencies; plus any Declining Lender which becomes an Other Derivative Counterparty pursuant to Sections 2.5.7, 6.5.2.5 or 19.3.3.2;

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

1.1.138                    “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;

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1.1.139                    “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”;

1.1.140                    “Other Supported Party” means, at any time the Agent or a Lender or an Affiliate of the Agent or a Lender which at such time is a creditor under or in connection with an Other Supported Agreement;

1.1.141                    “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;

1.1.142                    “Participant” has the meaning defined in Section 18.5;

1.1.143                    “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;

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1.1.144                    “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;

1.1.145                    “Permitted Debt” means, with respect to any Person:

1.1.145.1                 the Loan Obligations;

1.1.145.2                 the Other Supported Obligations to the extent they constitute Debt;

1.1.145.3                 the Guarantees;

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

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

1.1.145.6                 Debt secured by Permitted Liens;

1.1.145.7                 Debt owed by one or more Obligors to one or more other Obligors;

1.1.145.8                 unsecured Debt so long as (a) no Event of Default has occurred and is continuing immediately prior to the incurrence of such Debt or would occur as a result of the incurrence or assumption of such Debt, (b) such Debt does not require principal payments until at least 12 months following the then existing Maturity Date at the time such Debt is incurred and (c) the terms and conditions of such Debt shall be no more onerous to the debtor(s) thereunder than any terms and conditions hereunder (with the exception of pricing and fees);

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1.1.145.9                 Subordinated Debt;

1.1.145.10               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;

1.1.145.11               Debt under the agreement dated January 7, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇ and Nordea Bank Finland Plc, in an amount not to exceed €10,000,000;

1.1.145.12               unsecured Debt under the Second Credit Agreement; and

1.1.145.13               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);

1.1.146                    “Permitted Liens” means, with respect to any Person:

1.1.146.1                 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;

1.1.146.2                 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;

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1.1.146.3                 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;

1.1.146.4                 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;

1.1.146.5                 easements, servitudes, rights-of-way, restrictions, exceptions, minor title defects and other similar encumbrances (including for public utilities) which, in the aggregate, do not materially interfere with such Person or business or the use of the affected property by such Person;

1.1.146.6                 reservations, limitations, provisos and conditions in any original grant from the Crown or any freehold lessor of any of the real properties of such Person and statutory exceptions to title or reservations of rights which do not in the aggregate materially interfere with such Person or business or the use of the affected real property by such Person;

1.1.146.7                 any obligations or duties affecting any of the Property of such Person or its Subsidiaries to any municipality or other Governmental Authority with respect to any franchise, grant, licence or permit which do not materially impair the use of such property for the purposes for which it is held;

1.1.146.8                 Liens created in connection with Capital Leases or securing Capital Lease Obligations;

1.1.146.9                 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;

1.1.146.10               without duplicating subsections 1.1.146.8 and 1.1.146.11, 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;

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1.1.146.11               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;

1.1.146.12               royalty agreements or other rights or claims to royalties (i) on or affecting any Property acquired by an Obligor to the extent permitted by this Agreement, whether in existence at the time of such acquisition or not and (ii) on or affecting Property owned by the Borrower or any Subsidiary of the Borrower on the Effective Date, which (except for royalty agreements or other rights or claims to royalties in favour of any Governmental Authority or in respect of the Pinos Altos Mine) are not subsequently amended, restated or otherwise modified (including to increase any amounts paid thereunder), unless doing so does not have a material adverse effect on the relevant mine, and if it does have such a material adverse effect, then not without the prior written consent of the Lenders, not to be unreasonably withheld;

1.1.146.13               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);

1.1.146.14               those Liens existing on the Property of such Person (or a predecessor of such Person) on the Effective Date and set out in Schedule B and any extensions, renewals or replacements of any such Lien provided that the original principal amount of the Indebtedness or obligations secured thereby is not increased and that any such extension, renewal or

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replacement is limited to the property originally encumbered thereby;

1.1.147                    “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;

1.1.148                    “Pinos Altos Mine” means Agnico Eagle Mexico S.A. de C.V.’s Pinos Altos mining operations and property located in or around the municipality of ▇▇▇▇▇▇ in the state of Chihuahua, Republic of Mexico, as presently constituted and as the same may be developed or expanded from time to time, and any replacements, substitutions and modifications thereof permitted hereunder, together with all easements, rights of way, rights, titles or interests of every kind and description which Agnico Eagle Mexico S.A. de C.V. has rights to, or otherwise owns or controls, relating to or acquired in connection with such operations, properties and claims;

1.1.149                    “Predecessor Obligor” has the meaning defined in Section 14.10.1.4;

1.1.150                    “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;

1.1.151                    “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;

1.1.152                    “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;

1.1.153                    “Principal Currency” means each of Canadian Dollars, US Dollars, Euros, British pounds, Swiss francs and Swedish kronor;

1.1.154                    “Principal Jurisdiction” means each of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,

▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Sweden, Switzerland and the United Kingdom;

1.1.155                    “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;

1.1.156                    “Register” has the meaning defined in Section 18.3;

1.1.157                    “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;

1.1.158                    “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);

1.1.159                    “Reporting Effective Date” has the meaning defined in subsection 2.7.3;

1.1.160                    “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;

1.1.161                    “Resigning Issuing Lender” has the meaning defined in Section 3.3.6.5;

1.1.162                    “Retiring Swing Line Lender” has the meaning defined in Section 3.4.5;

1.1.163                    “S&P” means Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.;

1.1.164                    “Schedule I Reference Lender” means each of The Bank of Nova Scotia and The Toronto-Dominion Bank or any other Lender which is a Schedule I bank under the Bank Act (Canada) with equity in excess of C$5,000,000,000 appointed by the Agent from time to time with the consent of the Borrower in replacement of any such Lender;

1.1.165                    “Schedule II Reference Lender” means Société Générale (Canada Branch) or any other Lender which is a Schedule II or Schedule III bank under the Bank Act (Canada) and which is not subject to the restrictions and requirements referred to in

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Section 524(2) thereof, appointed by the Agent from time to time with the consent of the Borrower in replacement of such Lender;

1.1.166                    “Second Credit Agreement” means the amended and restated credit agreement dated as of June 15, 2009 between Agnico-Eagle Mines Limited, as borrower, the guarantors from time to time party thereto, The Bank of Nova Scotia, as administrative agent, and the lenders from time to time party thereto;

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

1.1.168                    “Second Currency” has the meaning defined in Section 17.1;

1.1.169                    “Seizure Proceeding” has the meaning defined in Section 15.1.10;

1.1.170                    “Selected Amount” means:

1.1.170.1                 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

1.1.170.2                 with respect to a Libor Advance, the amount that the Borrower has requested be advanced in accordance with Section 3.2;

1.1.171                    “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;

1.1.172                    “Standby Fee” has the meaning defined in subsection 2.7.4;

1.1.173                    “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

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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;

1.1.174                    “Subsidiary” means, with respect to a Person, a subsidiary of such Person as defined in the Business Corporations Act (Ontario) as of the date of this Agreement (determined as if each such Person were a body corporate);

1.1.175                    “Substitute Lenders” has the meaning defined in Section 19.3.3.3;

1.1.176                    “Successor Entity” has the meaning defined in Section 14.10.1.4(a);

1.1.177                    “Successor Issuing Lender” has the meaning defined in Section 3.3.6.5;

1.1.178                    “Supported Obligations” means the Loan Obligations, the obligations of the Obligors under the Loan Documents and the Other Supported Obligations;

1.1.179                    “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;

1.1.180                    “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;

1.1.181                    “Swing Line Lender” means The Bank of Nova Scotia, and any successor thereof appointed pursuant to Section 3.4;

1.1.182                    “Swing Line Limit” means US$10,000,000 or the equivalent thereof in Canadian Dollars;

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1.1.183                    “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;

1.1.184                    “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;

1.1.185                    “Tangible Net Worth” means, at the date of determination, the aggregate value of the Borrower’s then stated share capital, other paid-in capital and contributed surplus (but excluding any deficit or shares of the Borrower held by any of its Subsidiaries) less the aggregate value of all intangibles (including, without limitation, goodwill) all as determined on a consolidated basis in accordance with GAAP consistently applied.

1.1.186                    “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;

1.1.187                    “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);

1.1.188                    “Total Net Debt” means Total Debt less Unencumbered Cash;

1.1.189                    “Total Net Debt to EBITDA Ratio” means, for any period, the ratio of Total Net Debt to EBITDA;

1.1.190                    “Trade Date” has the meaning defined in Section 18.2.2.1;

1.1.191                    “Transaction Date” has the meaning defined in Section 7.7;

1.1.192                    “Transferred Letters of Credit” means (i) the Irrevocable Standby Letter of Credit (No: SI8572/276660) in an amount not to exceed C$6,750,000 in favour of the Receiver General for Canada on behalf of Fisheries and Oceans Canada issued on August 12, 2008 by The Bank of Nova Scotia, (ii) the Irrevocable Standby Letter of Credit (No: SI8572/277309) in an amount not to exceed C$26,000,000 in favour of Her Majesty the Queen in the Right of Canada as represented by the Minister of Indian Affairs and Northern Development

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issued on August 8, 2008 by The Bank of Nova Scotia, and (iii) the Irrevocable Standby Letter of Credit (No: SI8572/276888) in an amount not to exceed C$14,900,000 in favour of the Kivalliq Inuit Association issued on July 28, 2008 by The Bank of Nova Scotia;

1.1.193                    “Unanimous Lender Request” has the meaning defined in Section 19.3.1;

1.1.194                    “Unanimous Lender Response Notice” has the meaning defined in Section 19.3.1;

1.1.195                    “Unanimous Lender Response Period” has the meaning defined in Section 19.3.1;

1.1.196                    “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;

1.1.197                    “US Base Rate” means, on any day, the rate of interest, expressed as an annual rate, publicly announced or posted from time to time by the Agent as being its reference rate then in effect for determining interest rates on commercial loans granted in Canada in US Dollars to its customers (whether or not any such loans are actually made); provided that if the US Base Rate is, for any period, less than the Federal Funds Effective Rate plus 0.50% per annum, the US Base Rate shall be deemed to be equal to the Federal Funds Effective Rate plus 0.50% per annum;

1.1.198                    “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;

1.1.199                    “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;

1.1.200                    “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

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on which any payment or any calculation must be made pursuant to this Agreement;

1.1.201                    “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.

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

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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       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. Except as set out in Section 1.8, 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. Without in any way limiting the terms of the Existing Credit Agreement, 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.

1.8       Letters of Credit

The parties hereto acknowledge and agree that the Transferred Letters of Credit, which are currently issued and outstanding under the Existing Credit Agreement, shall not constitute Letters of Credit or Advances hereunder.

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2.             THE CREDIT

2.1       Amounts of Credit Facility

Subject to the applicable provisions hereof, each Lender shall continue its outstanding Advances (as defined in the Existing Credit Agreement) to the Borrower on the terms and conditions set forth herein and 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$300,000,000 or the equivalent thereof in Canadian Dollars, as the same may be reduced in accordance with the terms hereof (the “Credit Facility”), provided however, that to the extent that any Swing Line Advances have been made or remain outstanding, the amount available under the Credit Facility shall be deemed to be reduced by the amount of such Swing Line Advances.

2.2        Availment Options under Credit 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 US$100,000,000 or the equivalent thereof in Canadian Dollars or Euros; or

2.2.2.2                     by incurring overdrafts in its Canadian Dollar and US Dollar accounts with the Swing Line Lender to an aggregate maximum, at any time, not to exceed the Swing Line Limit or the equivalent thereof in Canadian Dollars.

2.3        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.

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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 January 10, 2013, unless this Agreement is extended, upon the irrevocable request of the Borrower (which request may be made at its option), with the consent of the Majority Lenders, in their sole discretion, for additional one year terms in accordance with this Section 2.5.

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 Closing 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 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 may require that:

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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 be permitted to terminate at the end of the then current term of this Agreement (with the maximum amount of the Credit Facility reducing by the amount of such Lender’s Commitment at that time); or

2.5.5.3                     such dissenting Lender’s Commitments immediately terminate.

2.5.6                        In the case of subsection 2.5.5.3, the Borrower shall immediately repay such Lender its pro rata share of all outstanding Advances, together with all other amounts owing by the Borrower to that Lender under Section 7.1, and upon receipt by such Lender of such amount such Lender’s Commitment shall be cancelled (and the maximum amount of the Credit Facility shall be reduced by the amount of such Lender’s Commitment at that time).

2.5.7                        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 subsection 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.

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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 Advances shall include payment of all breakage costs relating thereto in accordance with Section 6.4. No Bankers’ Acceptance or Discount Note may be paid prior to its maturity date, but the Borrower may provide escrowed funds for outstanding Bankers’ Acceptances and Discount Notes in accordance with Section 15.4.

2.6.2                        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:

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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.

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 Letter of Credit Fees during the period from the Reporting Date to and including the date of actual delivery thereof by the Borrower and notify the Borrower and the Lenders of such amounts. Such determination by the Agent shall constitute prima facie evidence of the amount of such overpayment or underpayment, as the case may be. In the event of an underpayment, the Borrower shall, upon receipt of such notice, pay to the Agent, for the benefit of the Lenders, the amount of

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such underpayment. In the event of an overpayment, the amount of such overpayment shall be credited and applied to succeeding payments by the Borrower of interest or Letter of Credit Fees as they become due until such amount has been fully applied. Should the Agent, acting reasonably, determine that the calculation of the Total Net Debt to EBITDA Ratio in any Compliance Certificate is incorrect, the Agent shall advise the Borrower of such error and the Borrower and the Agent agree that, absent manifest error, the Applicable Margin shall be adjusted in accordance with the determination by the Agent, acting reasonably, and if the Applicable Margin should have been higher, the Borrower shall pay the amount owing commencing as of the date when the adjustment would otherwise be effective in accordance with this provision, and if the Applicable Margin should have been lower, the amount of such underpayment. In the event of an overpayment, the amount of such overpayment shall be credited and applied to succeeding payments by the Borrower of interest or Letter of Credit Fees as they become due until such amount has been fully applied.

2.7.4                        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. The Standby Fee shall be calculated daily beginning on the Closing Date and shall be payable quarterly in arrears on the first Business Day following completion of each fiscal quarter of the Borrower; 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.

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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 2.10 shall result in any permanent reduction in the Credit Facility.

2.10         Pro-Rata Utilizations

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

2.10.1.1                   repay an amount under this Agreement;

2.10.1.2                   repay an amount under the Second Credit Agreement;

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

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

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

2.10.2                      If Advances (as such term is defined in the Second Credit Agreement on the date hereof) are otherwise available under the Second Credit Agreement to the Borrower, to the extent

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that there exist Advances by way of the issuance of Letters of Credit outstanding hereunder, the Borrower will not request any further Advances hereunder, other than Advances by way of the issuance of Letters of Credit or Swing Line Advances, unless and until the aggregate outstanding amount of Advances (as such term is defined in the Second Credit Agreement on the date hereof) under the Second Credit Agreement are sufficient to comply with Section 2.10.1 without reference to this sentence. Under no circumstances shall the Borrower be required pursuant to this Section 2.10 to request an Advance (as such term is defined in the Second Credit Agreement on the date hereof) under the Second Credit Agreement that is not otherwise required for general corporate purposes of the Borrower or the other Obligors solely because of the utilization of Letters of Credit hereunder. Nothing in this Section 2.10 shall limit the Borrower’s ability to have outstanding Advances that are Letters of Credit or Swing Line Advances hereunder or to incur Advances that are Letters of Credit or Swing Line Advances.

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, up to the maximum amount of the Credit Facility, by way of Prime Rate Advances and US Base Rate Advances in minimum amounts of, as applicable, C$1,000,000 or US$1,000,000 and in whole multiples thereof, provided that on any Business Day that is at least two Business Days prior to the day on which any Prime Rate Advance or US Base Rate Advance (other than the Swing Line Advance, which shall be made in accordance with the provisions of Section 3.4) is required, the Borrower shall have provided to the Agent a Notice of Borrowing at or before 10:00 a.m. Notices of Borrowing in respect of Libor Advances, Letters of Credit, Swing Line Advances and BA Advances shall be given in accordance with the provisions of Sections 3.2, 3.3, 3.4 and 5.1, respectively.

3.2           LIBOR Advances and 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

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in such case must be a Banking Day), with respect to the Selected Amount or to each of the Selected Amounts, as the case may be, having a maturity of one, two, three or six months (subject to availability) from the Drawdown Date, but no Designated Period may end after the Maturity Date, and there shall not at any time be LIBOR Advances with more than six different maturity dates outstanding with more than six different maturity dates. If, at the end of a Designated Period in respect of any Libor Advance, the Borrower has not delivered a notice of conversion or rollover to the Agent in a timely manner in accordance with the provisions of this Section 3.2, the Borrower shall be deemed to have given notice for a US Base Rate Advance.

3.3           Letters of Credit

3.3.1                        Issuance. Subject to the applicable provisions of this Agreement, on any Business Day, as part of the credit available under the Credit Facility, upon delivery of a Notice of Borrowing to the Agent three Business Days’ prior to the requested issuance of a Letter of Credit (or such longer period of time as the Issuing Lender may reasonably require to settle the form of the proposed Letter of Credit), the Borrower may request to be issued by the Issuing Lender on behalf of the Lenders one or more Letters of Credit in a maximum aggregate amount outstanding at any time not exceeding US$100,000,000 or the equivalent thereof in Canadian Dollars or Euros. Each Letter of Credit shall be issued in Canadian Dollars, US Dollars or Euros. Concurrently with the delivery of a Notice of Borrowing requesting a Letter of Credit, the Borrower shall execute and deliver to the Issuing Lender the documents required by the Issuing Lender in respect of the requested type of Letter of Credit, including a Letter of Credit application and indemnity on the Issuing Lender’s standard forms or as is otherwise required by the Issuing Lender. In the event of any conflict between the provisions of this Agreement and the provisions of any document relating to a Letter of Credit, the provisions of this Agreement shall govern and prevail. Each Letter of Credit shall have a term of not more than one year and shall otherwise be in form and substance satisfactory to the Issuing Lender, acting reasonably, provided however, that each Letter of Credit having a term which expires after the Maturity Date shall be escrowed in accordance with Section 15.4 not more than five Business Days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit if such issuance would breach any Applicable Law or any internal policy of the Issuing Lender.

3.3.2                        Fees. On the first Business Day following completion of each fiscal quarter of the Borrower, the Borrower shall pay to the Agent in arrears:

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3.3.2.1                     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

3.3.2.2                     for the account of the Issuing Lender, the Fronting Fee in an amount equal to 0.40% per annum 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.

3.3.3                        Additional Fees. The Borrower shall also pay or reimburse the Issuing Lender for all customary administrative, issuance, amendment, payment and negotiation fees paid, payable or charged by the Issuing Lender in connection with any Letter of Credit issued by it.

3.3.4                        General Provisions Relating to Letters of Credit.

3.3.4.1                     The Issuing Lender shall not be liable for the consequences arising from any mutilation, error, omission, interruption or delay or loss in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. Subject to the immediately preceding sentence, in furtherance and extension and not in limitation of the specific provisions of this Section 3.3 (a) any action taken or omitted by

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the Issuing Lender or any of its respective correspondents under or in connection with any of the Letters of Credit, if taken or omitted in good faith and in conformity with Applicable Law or customs applicable thereto, shall be binding upon the Borrower and shall not put the Issuing Lender or its respective correspondents under any resulting liability to the Borrower and (b) the Issuing Lender may accept documents in good faith and in conformity with Applicable Law or customs applicable thereto relating to Letters of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of such documents, provided that the Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and decline to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit. Without limiting the generality of the foregoing, the Issuing Lender may receive, accept, or pay as complying with the terms of any Letter of Credit, any demand in relation thereto otherwise in order which may be signed by, or issued to, any administrator, executor, trustee in bankruptcy, receiver or other Person or entity acting as the representative or in place of, the beneficiary.

3.3.4.2                     The Borrower acknowledges and confirms to the Issuing Lender that the Issuing Lender shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter of Credit and payment by the Issuing Lender pursuant to a Letter of Credit shall not be withheld by the Issuing Lender by reason of any matters in dispute between the beneficiary thereof and the Borrower. The sole obligation of the Issuing Lender with respect to Letters of Credit is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the applicable Letter of Credit and for such purpose the Issuing Lender is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter of Credit.

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3.3.4.3                     The Issuing Lender shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in subsection 3.3.4.2), authorization, execution, signature, endorsement, correctness (other than to the extent provided in subsection 3.3.4.2), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter of Credit and the Borrower unconditionally assumes all risks with respect to the same. The Borrower agrees that it assumes all risk of the acts or omissions of the beneficiary of any Letter of Credit with respect to the use by the beneficiary of the relevant Letter of Credit.

3.3.4.4                     The Borrower agrees that the Issuing Lender, the Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder, or any other action by any such Person or any other Person in connection therewith, other than such liability arose on account of the Issuing Lender’s gross negligence or wilful misconduct.

3.3.5                        Reimbursement Obligations. In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount drawn to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse the Issuing Lender after such notification and fails to provide a Notice of Borrowing with a different option, the Borrower shall be deemed to have requested from, and given notice to, the Agent of a Prime Rate Advance, if the Letter of Credit is payable in Canadian Dollars, or a US Base Rate Advance, if the Letter of Credit is payable in US Dollars or Euros (with any drawing under a Letter of Credit payable in Euros being converted into US Dollars in accordance with the provisions hereof), on the date and in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the Lenders in respect of the drawing under such Letter of Credit. The reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:

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3.3.5.1                     any lack of validity or enforceability of any Letter of Credit or this Agreement or any term or provision therein or herein;

3.3.5.2                     the existence of any claim, set-off, compensation, defence or other right that the Borrower, any other Obligor or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Lender, the Agent, any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction;

3.3.5.3                     any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

3.3.5.4                     any dispute between or among the Obligors and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Obligors against any beneficiary of such Letter of Credit or any such transferee;

3.3.5.5                     the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; and

3.3.5.6                     the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Lender of a Letter of Credit.

The obligations of the Borrower hereunder with respect to Letters of Credit shall remain in full force and effect and shall apply to any amendment to or extension of the expiration date of any Letter of Credit.

3.3.6                        Indemnification.

3.3.6.1                     The Borrower agrees to indemnify and hold harmless the Issuing Lender and its Related Parties (collectively, the “LC Indemnitees”) from and against any and all losses, claims, damages and liabilities which the LC Indemnitees may incur (or

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which may be claimed against any Indemnitee) by any Person by reason of or in connection with the issuance or transfer of or payment or failure to pay under any Letter of Credit, provided that the foregoing indemnity will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or wilful misconduct of such Indemnitee or the failure of such Indemnitee to comply with the terms and conditions of such Letter of Credit (subject to minor variations or discrepancies in the documents presented in connection with such Letter of Credit).

3.3.6.2                     The Borrower agrees, as between the Borrower and the Issuing Lender, that the Borrower shall assume all risks of the acts, omissions or misuse by the beneficiary of any Letter of Credit.

3.3.6.3                     None of the Issuing Lender, the Agent or any other Lender shall, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any action by any Governmental Authority or any other cause beyond the control of the Issuing Lender.

3.3.6.4                     The obligations of the Borrower under this Section 3.3 shall survive the termination of this Agreement. No acts or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Agreement.

3.3.6.5                     The Issuing Lender may resign as such (a “Resigning Issuing Lender”) upon 15 days’ prior written notice to the Agent and the Borrower, in which event the Agent, in consultation with the Borrower, shall designate another Lender as the Issuing Lender. Upon acceptance by another Lender of the appointment as the Issuing Lender (the “Successor Issuing Lender”), the Successor Issuing Lender shall succeed to the rights, powers and duties of the Resigning Issuing Lender and shall have all the rights and obligations of the Resigning Issuing Lender under this Agreement and the other

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Loan Documents. Unless otherwise agreed among the Successor Issuing Lender, the Agent and the Borrower, the Successor Issuing Lender shall be paid the same fees, in such capacity, as the Resigning Issuing Lender. Following the resignation of the Resigning Issuing Lender, the Resigning Issuing Lender shall continue to have all the rights and obligations of the Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but the Resigning Issuing Lender shall not be required to issue additional Letters of Credit. For avoidance of doubt, the provisions of this Agreement relating to the Issuing Lender shall enure to the benefit of the Resigning Issuing Lender as to any actions taken or omitted to be taken by it (a) while it was the Issuing Lender under this Agreement or (b) at any time with respect to Letters of Credit issued by the Issuing Lender.

3.4           Swing Line Advances

3.4.1                        Subject to the applicable provisions of this Agreement, the Swing Line Lender agrees to make Swing Line Advances to the Borrower on any Business Day from time to time prior to the Maturity Date. Swing Line Advances are available by way of incurring overdrafts in the Borrower’s Canadian Dollar and US Dollar accounts with the Swing Line Lender, with overdrafts in Canadian Dollars being deemed to be Prime Rate Advances and overdrafts in US Dollars being deemed to be US Base Rate Advances.

3.4.2                        The Swing Line Lender shall ascertain the net position of the Borrower’s accounts at the close of business daily. If the net Canadian Dollar position is a debit in favour of the Swing Line Lender, the debit will be deemed to be a Prime Rate Advance in the amount of the debit. If the net US Dollar position is a debit in favour of the Swing Line Lender, the debit will be deemed to be a US Base Rate Advance in the amount of the debit. If a net position is a credit in favour of the Borrower, the credit will be deemed to be a repayment of the Swing Line Advance by a Prime Rate Advance or US Base Rate Advance, as the case may be, in the amount of the credit to the extent of any principal amounts owing in respect thereof, and the Swing Line Lender will pay such amount to the Agent for repayment of the Loan Obligations. If, at any time, the aggregate of the

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Swing Line Advances exceeds US$10,000,000 or the equivalent in Canadian Dollars, such excess shall be immediately repaid by the Borrower. No repayments of any Swing Line Advance shall be deemed to be a permanent reduction in the Credit Facility.

3.4.3                        All interest payments and principal repayments of or in respect of the Swing Line Loan shall be solely for the account of the Swing Line Lender.

3.4.4                        Notwithstanding anything to the contrary herein contained or contrary to the provisions of Applicable Law, if a Default or Event of Default has occurred and is continuing or if any Swing Line Loan is outstanding on the last day of each month, the Borrower shall be deemed to have made a request for, as applicable, a Prime Rate Advance and/or a US Base Rate Advance, and each Lender shall make, as applicable, a Prime Rate Advance and/or a US Base Rate Advance available to the Agent for the purpose of repaying the principal amount of the portion of the Swing Line Loan owed to the Swing Line Lender, in the amount of such Lender’s Applicable Percentage multiplied by the amount of the outstanding Swing Line Loan owing to the Swing Line Lender.

3.4.5                        If the Swing Line Lender no longer wishes to act as such, it shall notify the Borrower, the other Lenders and the Agent not less than 15 days prior to the date on which it proposes to cease acting as the Swing Line Lender. In such event, the Agent, in consultation with the Borrower, may designate another Lender as the Swing Line Lender by sending a notice to (a) the Swing Line Lender who will no longer act as such (the “Retiring Swing Line Lender”) and (b) the proposed new Swing Line Lender who has agreed to act as such, not less than five days prior to the date on which the replacement is to occur. The new Swing Line Lender shall make, as necessary, a Prime Rate Advance and/or a US Base Rate Advance available to the Agent for the purpose of repaying the portion of the Swing Line Loan owed to the Retiring Swing Line Lender.

3.4.6                        If an Event of Default has occurred, other than an Event of Default under subsection 15.1.11, or if no Lender has agreed to act as a replacement for the Retiring Swing Line Lender (in such case, the Swing Line Lender is herein referred to as the “Former Swing Line Lender”), the Borrower shall be deemed to have made a request for, as necessary, a Prime Rate Advance and/or a US Base Rate Advance, and each Lender shall make, as necessary, a Prime Rate Advance and/or a US

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Base Rate Advance available to the Agent for the purpose of repaying the principal amount of the portion of the Swing Line Loan owed to the Former Swing Line Lender, in the amount of such Lender’s Applicable Percentage multiplied by the amount of the outstanding Swing Line Loan owing to the Former Swing Line Lender (the “Lender Swing Line Repayments”). In such event, the Borrower’s right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loan Obligations. However, if a Default under subsection 15.1.11 of this Agreement shall have occurred and be continuing, or if an Event of Default under subsection 15.1.11 shall have occurred, the Lenders shall not make such Lender Swing Line Repayments and the provisions of subsection 3.4.7 shall apply.

3.4.7                        If, before the making of a Lender Swing Line Repayment under subsection 3.4.6, a Default under subsection 15.1.11 shall have occurred and be continuing or an Event of Default under subsection 15.1.11 shall have occurred, each Lender shall, on the date such Lender Swing Line Repayment was to have been made, purchase from the Former Swing Line Lender an undivided participating interest in the portion of the Swing Line Loans to be repaid, in an amount equal to its Applicable Percentage multiplied by the amount of the outstanding portion of the Swing Line Loan, and immediately transfer such amount to the Agent for the benefit of the Former Swing Line Lender, in immediately available funds. In such event, the Borrower’s right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loan Obligations. If at any time after any Lender Swing Line Repayment has been made, the Former Swing Line Lender receives any payment on account of the portion of the Swing Line Loan in respect of which such Lender Swing Line Repayment has been made, the Former Swing Line Lender will distribute to the Agent for the benefit of each Lender an amount equal to its percentage Commitment multiplied by such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s portion was outstanding and funded) in like funds as received; provided, however, that if such payment received by the Former Swing Line Lender is required to be returned, such Lender will return to the Agent for the benefit of the Former Swing Line Lender any portion thereof previously distributed by the Former Swing Line Lender to the Agent for the benefit of such Lender in like funds as such payment is required to be returned by such Former Swing Line Lender.

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3.4.8                        Each Lender’s obligation to make Lender Swing Line Repayments or to purchase a participating interest in accordance with subsections 3.4.6 and 3.4.7 shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against any Swing Line Lender, the Borrower, any other Obligor or any other Person for any reason whatsoever, (b) the occurrence or continuance of any Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, any other Obligor or any other Person, (d) any breach of this Agreement by the Borrower or any other Person, (e) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on any applicable Drawdown Date for such Prime Rate Advance or US Base Rate Advance or participating interest to be purchased, or (f) any other circumstances, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required under subsection 3.4.6 or 3.4.7, as the case may be, the Former Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon, as applicable, at the Prime Rate Basis or US Base Rate Basis, as applicable, at such time from the date of non-payment until such amount is paid in full.

3.5           Defaulting Lenders

3.5.1                        If any Lender is a Defaulting Lender or an Impacted Lender, the Issuing Lender shall not be obligated to issue Letters of Credit, to the extent of such 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 (such as by way of depositing with the Agent, for the benefit of the Issuing Lender, cash or Cash Equivalents) to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender or Impacted Lender.

3.5.2                        If the available amount of Letters of Credit is reduced pursuant to Section 3.5.1, the Letter of Credit Fee payable by the Borrower under Section 3.3.2.1 shall be reduced by a proportional amount, and the Defaulting Lender or Impacted Lender shall not be entitled to such Letter of Credit Fee in respect of the period of time during which such Lender is a Defaulting Lender or an Impacted Lender.

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3.5.3                        If any Lender is a Defaulting Lender or an Impacted Lender, the Swing Line Lender shall not be obligated to make Swing Line Loans, to the extent of such 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 (such as by way of depositing with the Agent, for the benefit of the Swing Line Lender, cash or Cash Equivalents) to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender or Impacted Lender.

3.5.4                        Notwithstanding anything to the contrary in this Article 3, the provisions of Sections 3.5.1 and 3.5.3 shall not apply to Letters of Credit or Swing Line Loans that are issued or are outstanding, respectively.

3.6           Evidence of Indebtedness

The Loan Obligations resulting from Prime Rate Advances, US Base Rate Advances, Libor Advances made by the Lenders shall be evidenced by records maintained by the Agent and by each Lender concerning those Advances it has made. The Agent shall also maintain records of the Loan Obligations resulting from BA Advances and Advances by way of issuance of Letters of Credit, and each Lender shall also maintain records relating to Bankers’ Acceptances that it has accepted and the Issuing Lender shall maintain records relating to Letters of Credit it has issued. The records maintained by the Agent shall constitute prima facie evidence of the Loan Obligations and all details relating thereto. After a request by the Borrower, the Agent or the Lender to whom the request is made will promptly advise the Borrower of the entries in such records. The failure of the Agent or any Lender to correctly record any such amount or date shall not, however, adversely affect the obligation of the Borrower to pay any Loan Obligations in accordance with this Agreement. The Agent shall, upon the reasonable request of a Lender or the Borrower, provide any information contained in its records of Advances by such Lender or to the Borrower, and the Agent, each Lender and the Borrower shall cooperate in providing all information reasonably required to keep all accounts accurate and up-to-date.

3.7           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.

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3.8           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.

3.9           Limits on BA Advances, Letters of Credit 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.

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

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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

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.

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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 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 B A 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;

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completed and executed by its authorized signatories in sufficient quantity for the Advance requested and in appropriate denominations to facilitate the sale of the Bankers’ Acceptances in the financial markets. No Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance hereunder if such failure is due, in whole or in part, to the failure of the Borrower to give appropriate instructions to the Agent on a timely basis, nor shall the Agent or any Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except a loss or improper use arising by reason of the gross negligence or wilful misconduct of the Agent, such Lender, or their respective employees.

In order to facilitate issuances of Bankers’ Acceptances pursuant hereto in accordance with the instructions given from time to time by the Borrower, the Borrower hereby authorizes each Lender, and for this purpose appoints each Lender its lawful attorney, to complete and sign Bankers’ Acceptances on behalf of the Borrower, in handwritten, facsimile, mechanical or electronic signature or otherwise, and once so completed, signed and endorsed, and following acceptance of them as Bankers’ Acceptances, to purchase, discount or negotiate such Bankers’ Acceptances in accordance with the provisions of this Article 5, and to provide the Available Proceeds to the Agent in accordance with the provisions hereof. Drafts so completed, signed, endorsed and negotiated on behalf of the Borrower by any Lender shall bind the Borrower as fully and effectively as if so performed by an authorized officer of the Borrower. Each Lender shall maintain a record with respect to such instruments (a) received by it hereunder, (b) voided by it for any reason, (c) accepted by it hereunder and (d) cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower upon request.

5.2           Acceptance 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.

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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 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,

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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

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 Extension Mechanism

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

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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 or 19.6, 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 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

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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 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

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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: