exv10w5






Exhibit 10.5




EXECUTION VERSION




AMENDMENT TO GENERAL SECURITY AGREEMENT



THIS AMENDING AGREEMENT is made as of March 26, 2010 by RGLD GOLD CANADA, INC., as Debtor;





	TO:  	 	Name: HSBC Bank USA, National Association

Address: 452 Fifth Avenue, New York, New York 10018

Attention: Mr. Bill Edge

Facsimile: (212) 525-6581

E-mail: bill.edge@us.hsbc.com





WHEREAS:





	A.	 	RGLD Gold Canada, Inc. (the “Debtor”), is a party to a general security agreement
(the “Security Agreement”) dated as of January 20, 2010, made in favour of HSBC Bank
USA, National Association (the “Agent”) for the benefit of itself and the Lenders (as
defined below).






	B.	 	The parties to the Security Agreement wish to amend it in accordance with the terms and
conditions set out herein.




NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is
acknowledged, the parties agree as follows:



1. One Agreement. This amending agreement amends the Security Agreement. This amending
agreement and the Security Agreement shall be read, interpreted, construed and have effect as, and
shall constitute, one agreement with the same effect as if the amendments made by this amending
agreement had been contained in the Security Agreement as of the date of this amending agreement.



2. Credit Documents. All references to the Security Agreement in each of the Credit
Documents shall hereinafter refer to the Security Agreement as amended hereby. This amendment and
all other Instruments executed and delivered by any Credit Party in connection with this amending
agreement are and shall be deemed to be Credit Documents for all purposes.



3. Defined Terms. In this amending agreement, unless something in the subject matter or
context is inconsistent:





	 	(a)	 	terms defined in the description of the parties or in the recitals hereto have
the respective meanings given to them in the description or recitals hereto, as
applicable; and
	 
	 	(b)	 	all other capitalized terms have the respective meanings given to them in the
Security Agreement as amended by this amending agreement.






Amendment to General Security Agreement — RGLD Gold Canada, Inc.









 



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4. Headings: The headings of the sections of this amending agreement are inserted for
convenience of reference only and shall not affect the construction or interpretation of this
amending agreement.



5. References. All references to Sections or Schedules, unless otherwise specified, are to
Sections or Schedules of the Security Agreement.



6. Amendments.




     (a) Recital A of the Security Agreement is hereby deleted in its entirety and replaced with
the following:




A. RGLD GOLD CANADA, INC., a corporation incorporated and existing under the laws of
British Columbia (the “Debtor”) is, or may become, indebted and liable to
HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under
the laws of the United States, as administrative agent (the “Agent”)
pursuant to the terms of that certain Term Loan Facility Agreement, dated as of
January 20, 2010 by and among ROYAL GOLD, INC., a corporation organized and existing
under the laws of the State of Delaware, as a borrower (“Royal Gold”), ROYAL
GOLD CHILE LIMITADA, a Chilean limited liability company, as a guarantor, HIGH
DESERT MINERAL RESOURCES, INC., a corporation organized and existing under the laws
of Delaware, as a guarantor, those additional guarantors from time to time party
thereto, as guarantors, the Agent, as a lender, THE BANK OF NOVA SCOTIA, a bank
organized and existing under the laws of Canada, as a lender (“Scotia”), and
those banks and financial institutions identified as a “Lender” on the signature
pages of such Term Loan Facility Agreement, and such other banks or financial
institutions as may from time to time become parties to such agreement, as lenders
(the “Additional Lenders”) (with each of the Agent (in its capacity as a
lender), Scotia (in its capacity as a lender), and the Additional Lenders
individually referred to herein as a “Lender” and collectively the
“Lenders”), the Agent, as administrative agent for the Lenders hereunder,
HSBC SECURITIES (USA) Inc., a corporation organized under the laws of the United
States, as the sole lead arranger (as amended and restated on March 26, 2010 and as
further amended, modified, extended, renewed, replaced, restated, supplemented or
refinanced from time to time and including any agreement extending the maturity of,
refinancing or restructuring all or any portion of, the indebtedness under such
agreement or any successor agreements, whether or not with the same Agent, the
“Credit Agreement”) or otherwise.


7. Representations. The Debtor represents and warrants that, as at the date of this
amending agreement and assuming that the amendments made to the Security Agreement have become
effective, no Event of Default has occurred and is continuing and the representations
and warranties contained in Section 5 of the Security Agreement are true and correct.






Amendment to General Security Agreement — RGLD Gold Canada, Inc.









 



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8. Confirmation. The parties hereto acknowledge, agree and confirm that, except as
otherwise provided for in this amending agreement, the Security Agreement shall remain unamended
and in full force and effect in accordance with its terms and conditions after giving effect to
this amending agreement.



9. Binding Nature: This amending agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.



10. Governing Law: This amending agreement shall be governed by, and interpreted in
accordance with, the laws in force in the Province of British Columbia, including the federal laws
of Canada applicable therein.



11. Conflicts: If, after the date of this amending agreement, any provision of this
amending agreement is inconsistent with any provision of the Security Agreement, the relevant
provision of this amending agreement shall prevail.



12. Counterpart and Facsimile: This amending agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same instrument. Delivery of an executed signature page to this amending agreement by any
party by facsimile or other electronic form of transmission shall be as effective as delivery of a
manually executed copy of this amending agreement by such party.




[Signatures on the next following pages]











Amendment to General Security Agreement — RGLD Gold Canada, Inc.









 




 


     IN WITNESS WHEREOF the undersigned has caused this amending agreement to be duly executed as
of the date first written above.



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	RGLD GOLD CANADA, INC.
	 
	Address:	 	c/o Davis LLP,	 	By:	 	/s/ Stefan Wenger	 
	 

	 	666 Burrard Street,
	 	 	 	Name:
	 	Stefan Wenger	 
	 

	 	2800 Park Place, Vancouver
	 	 	 	Title:
	 	Vice President and Treasurer	 
	 

	 	BC V6C 2Z7	 	 	 	 	 	 	 
	Attention:

	 	David Stratton	 	 	 	 	 	 	 
	Facsimile:
	 	780-428-1066	 	 	 	 	 	 	 






Amendment to General Security Agreement — RGLD Gold Canada, Inc.