exv10w4






Exhibit 10.4




EXECUTION VERSION




AMENDMENT TO PLEDGE, SECURITY AND SUBORDINATION AGREEMENT



THIS AMENDING AGREEMENT is made as of March 26, 2010 by ROYAL GOLD, 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.	 	Royal Gold, Inc. (the “Debtor”), is a party to a pledge, security and subordination
agreement (the “Pledge 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 Pledge 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 Pledge Agreement. This amending
agreement and the Pledge 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 Pledge Agreement as of the date of this amending agreement.



2. Credit Documents. All references to the Pledge Agreement in each of the Credit Documents
shall hereinafter refer to the Pledge 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
Pledge Agreement as amended by this amending agreement.





Amendment to Pledge Agreement — Royal Gold, 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 Pledge Agreement.



6. Amendments.




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




	 		 	A. Pursuant to that certain Term Loan Facility Agreement dated as of January 20,
2010 (as amended and restated on March 26, 2010 and as further amended, restated,
modified, revised, supplemented, extended, continued or replaced from time to time
in accordance with its terms, the “Loan Agreement”) by and among Royal Gold,
as borrower, 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, RGLD Gold Canada, Inc., a corporation
organized and existing under the laws of British Columbia, Canada, as a guarantor
(“RGLD Canada”), HSBC Bank, as a lender, THE BANK OF NOVA SCOTIA
(“Scotia”), as a lender, and those banks and financial institutions
identified as a “Lender” on the signature pages of such Loan Agreement and such
other banks or financial institutions as may from time to time become parties to
such Loan Agreement, as lenders (the “Additional Lenders”) (with each of
HSBC Bank, Scotia, and the Additional Lenders individually referred to herein as a
“Lender” and collectively as “Lenders”), the Secured Party, as
administrative agent for the Lenders thereunder and HSBC Securities (USA) Inc., a
corporation incorporated and existing under the laws of the United States, as the
sole lead arranger. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Loan Agreement.




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



8. Confirmation. The parties hereto acknowledge, agree and confirm that, except as
otherwise provided for in this amending agreement, the Pledge 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.




Amendment to Pledge Agreement — Royal Gold, Inc.






 









 








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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 Pledge 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 Pledge Agreement — Royal Gold, Inc.









 









 








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



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ROYAL GOLD, INC.	 
	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	1660 Wynkoop Street
	 	 	 	By:  
	 /s/ Stefan Wenger	 
	 

	 	 	 	 	 	 	 	 	 
	 

	 	Suite 1000
	 	 	 	
	 	 Name:  Stefan Wenger	 
	 

	 	Denver, CO
	 	 	 	
	 	Title:    CFO and Treasurer	 
	 

	 	80202-1132	 	 	 	 	 	 	 
	Attention:

	 	Kevin Rohnstock	 	 	 	 	 	 	 
	Facsimile:

	 	303-595-9385	 	 	 	 	 	 	 






Amendment to Pledge Agreement — Royal Gold, Inc.