exv10w2



 






Exhibit 10.2




EXHIBIT C




AMENDED AND RESTATED PROMISSORY NOTE




			
	US$30,000,000
	 	December 14, 2005






     FOR VALUE RECEIVED, the undersigned, ROYAL GOLD, INC., a corporation organized and existing
under the laws of Delaware (the “Maker”) hereby promises to pay to the order of HSBC BANK USA,
NATIONAL ASSOCIATION (“HSBC”), or other holder hereof (with HSBC and any other holder hereof
sometimes referred to herein as “Holder”), at the place and times provided in the Loan Agreement
(defined below), the principal sum of Thirty Million Dollars (US$30,000,000) or, if less, the
principal amount of all Loans made by the Lender from time to time or otherwise outstanding
pursuant to the Amended and Restated Loan Agreement dated as of December 14, 2005 between the Maker
and HSBC (as amended, restated, supplemented or otherwise modified in accordance with its terms,
the “Loan Agreement”). Subject to the Loan Agreement, the Maker may borrow, voluntarily repay and
reborrow amounts hereunder during the availability period. Capitalized terms used in this Note and
not defined herein shall have the meanings assigned thereto in the Loan Agreement.



     This Note evidences the obligation of the Maker to repay all sums Advanced by HSBC to Maker as
Loans pursuant to the Loan Agreement.



     This Note represents an extension and renewal of the outstanding principal amount of, and an
amendment to, replacement of and substitution for, the Promissory Note dated December 18, 2000 made
by the Maker and payable to HSBC (the “Existing Note”). The indebtedness evidenced by the Existing
Note is a continuing indebtedness and nothing contained herein shall be construed to deem paid the
Existing Note or to release, terminate or in any way impair any mortgage, pledge, lien or security
interest given to secure payment and performance of the Existing Note. This Note restates and
replaces the Existing Note.



     The Maker further agrees to pay and deliver to Holder, when and as provided in the Loan
Agreement, interest on the outstanding principal amount hereof at the rate and at the times
specified in the Loan Agreement. The unpaid principal amount of this Note from time to time
outstanding is subject to mandatory repayment from time to time as provided in the Loan
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 Loan Agreement.



     This Note is made by the Maker pursuant to, and is subject to, all of the terms and conditions
of the Loan Agreement. Reference is hereby made to the Loan 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 the 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 Loan
Agreement, the 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.



     The 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.



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



	 	 	 	 	 
	 	ROYAL GOLD, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



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