exv10w3






Exhibit 10.3




AMENDED AND RESTATED PROMISSORY NOTE




			
	 
	 	Toronto, Ontario
	US$50,000,000
	 	March 26, 2010






     FOR VALUE RECEIVED, the undersigned, ROYAL GOLD, INC., a corporation organized and existing
under the laws of Delaware (“Maker”), hereby promises to pay to the order of The Bank of
Nova Scotia, a bank organized and existing under the laws of Canada (“Scotia”), as a lender
or other holder hereof (with Scotia and any other holder hereof sometimes referred to herein as
“Holder”), at the place and times provided in the Amended and Restated Term Loan Facility
Agreement dated as of March 26, 2010 among the Maker, as borrower, Royal Gold Chile Limitada, a
Chilean limited liability partnership, as a guarantor, RGLD Gold Canada, Inc., a corporation
organized and existing under the laws of the Province of British Columbia, 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 hereto, as guarantors, HSBC Bank
USA, National Association, a national banking association organized under the laws of the United
States (“HSBC Bank”), as a lender, Scotia, as a lender, and those banks and financial
institutions identified as “Lender” on the signature page thereto and such other banks or financial
institutions as may from time to time become parties thereto, as lenders (the “Additional
Lenders”) (with each of HSBC Bank, Scotia and the Additional Lenders individually referred to
as a “Lender” and collectively the “Lenders”), HSBC Bank, as administrative agent,
and HSBC SECURITIES (USA) INC., as sole lead arranger (as amended, restated, supplemented or
otherwise modified in accordance with its terms, the “Credit Agreement”) the principal sum
of One Hundred Thirty Million Dollars (US$130,000,000), or, if less, the aggregate unpaid principal
amount of the Loan under the Credit Agreement. Capitalized terms used in this Note and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.



     This Note amends, restates, replaces and continues the Original Note, and this Note and all
Instruments, agreements, and documents executed in connection herewith, constitute an amendment,
renewal, continuance and restatement of all Indebtedness and Obligations of the Maker and the
Guarantors evidenced by the Existing Credit Agreement and the Original Note. All other
instruments, documents, and agreements entered into in connection with the Existing Credit
Agreement or the Original Note shall remain in full force and effect, except to the extent
expressly modified in accordance with their respective terms. It is expressly understood and
agreed by the parties hereto that this Note is in no way intended to constitute, and does not
constitute, a release, repayment, satisfaction, discharge or novation of the obligations and
liabilities existing under the Existing Credit Agreement or the Original Note or a release,
termination, novation or impairment of any Lien or Existing Credit Document. All Liens created
pursuant to the Existing Credit Documents shall continue to secure the obligations evidenced by
this Note and the full payment and performance of all Obligations. All such Liens created pursuant
to the Existing Credit Documents are hereby expressly continued, ratified and confirmed by the
Maker. All references to the Original Note in any Existing Credit Document shall be deemed to
refer to this Note. If any inconsistency exists between this Note and the Original Note, the terms
of this Note shall prevail. Nothing contained in this Note or any other document or instrument
executed contemporaneously herewith shall be deemed to satisfy or discharge the Indebtedness or
Obligations arising under this Note (this being an amendment and



 









 





restatement only) and all outstanding amounts under the Original Note as of the date hereof
shall be carried over and deemed outstanding under this Note.




     This Note evidences the obligation of the Maker to repay all Loans made by the Lenders to the
Maker pursuant to the Credit Agreement.



     Maker further agrees to pay and deliver to Holder, when and as provided in the Credit
Agreement, interest on the outstanding principal amount hereof at the rate and at the times
specified in the Credit Agreement. All payments of principal and interest on this Note shall be
payable in lawful currency of the United States of America in immediately available funds as
specified in the Credit Agreement.



     This Note is made by the Maker pursuant to, and is subject to, all of the terms and conditions
of the Credit Agreement. Reference is hereby made to the Credit Agreement and the documents
delivered in connection therewith for a statement of the prepayment rights and obligations of the
Maker, a description of the collateral in which Liens have been granted by the Maker to secure the
payment and performance of Maker hereunder, the nature and extent of such Liens, and for a
statement of the terms and conditions under which the due date of this Note may be accelerated.



     In addition to, and not in limitation of, the foregoing and the provisions of the Credit
Agreement, Maker further agrees, subject only to any limitation imposed by applicable law, to pay
all expenses, including reasonable attorneys’ fees and legal expenses, incurred by any Holder
hereof in endeavoring to collect any amounts due and payable hereunder which are not paid and
delivered or otherwise satisfied when due, whether by acceleration or otherwise.



     Maker, for itself and for all endorsers hereof, hereby waives all requirements as to
diligence, notice, demand, presentment for payment, protest and notice of dishonor.



     This Note and the rights of Maker and any Holders hereof are governed by the laws of the State
of New York.



[Signature page to follow.]




 









 








     IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first above
written.



	 	 	 	 	 
	 	ROYAL GOLD, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Stefan Wenger
 	 
	 	 	Name:  	Stefan Wenger 	 
	 	 	Title:  	CFO and Treasurer