exv10w46






EXHIBIT 10.46




Execution Version





AMENDMENT NO. 1

TO THE

MASTER AGREEMENT




         THIS AMENDMENT NO. 1 TO THE MASTER AGREEMENT (this “Amendment”) dated the 12th day
of August, 2009, by Compañia Minera Teck Carmen de Andacollo, a contractual mining company
organized under the laws of Chile (f/k/a Compañia Minera Carmen de Andacollo) (“Operator”) and
Royal Gold, Inc., a corporation organized under the laws of the State of Delaware, United States of
America (“Royal Gold”).



Recitals





	A.	 	Operator and Royal Gold are parties to that certain Master Agreement
dated April 3, 2009 (the “Master Agreement”).
	 
	B.	 	Operator and Royal Gold desire to amend the Master Agreement as set
forth herein to extend certain time periods in the Master Agreement.





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



Amendment





	1.	 	Definitions. Capitalized terms used in this Amendment, but not defined in this
Amendment, shall have the meanings assigned to them in the Master Agreement.
	 
	2.	 	Amendment to Pre-Closing Date. Section 5(p)(i) of the Master Agreement is hereby
amended by deleting in the eighth line of such paragraph the reference to “September 30, 2009”
and replacing it with “December 31, 2009”.
	 
	3.	 	Amendment to Outside Date. Section 8(b)(ii) of the Master Agreement is hereby
amended by deleting in the third line of such paragraph the reference to “October 30, 2009”
and replacing it with “January 29, 2010” and by deleting in the fourth line of such paragraph
the reference to “October 16, 2009” and replacing it with “January 15, 2010”.
	 
	4.	 	Force and Effect as One Document. The Master Agreement, as amended hereby, will
continue in full force and effect and the provisions of this Amendment and the Master
Agreement shall be read and construed together as if they constituted one document, provided
that if there is any inconsistency between this Amendment and the Master Agreement, the
provision of this Amendment will govern.




 









 






	5.	 	No Other Amendments. Except as provided in this Amendment, the Master Agreement is
in all other respects ratified and confirmed and shall continue to bind the parties in
accordance with the terms of the Master Agreement, as amended by the terms of this Amendment.
	 
	6.	 	Counterparts, Exchange by Facsimile or Electronic Delivery. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one single instrument. This Amendment may be delivered by
facsimile or electronic delivery.





[Signatures appear on the next page.]





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          IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the
date first set forth above.









	 	 	 
	COMPAÑIA MINERA TECK CARMEN 
DE ANDACOLLO
	 
	 	 
	By:
	 	/s/ David Baril
	 

	 	 
	Print Name:
	 	David Baril
	 

	 	 
	Title:
	 	Director
	 

	 	 
	 
	 	 
	By:
	 	/s/ Christian Arentsen
	 

	 	 
	Print Name:
	 	Christian Arentsen 
	 

	 	 
	Title:
	 	Alternate Director
	 

	 	 
	 
	 	 
	ROYAL GOLD, INC.
	 
	 	 
	By:
	 	/s/ Tony Jensen 
	 

	 	 
	Print Name:
	 	Tony Jensen 
	 

	 	 
	Title:
	 	President and CEO
	 

	 	 





[Signature page to Amendment No. 1 to the Master Agreement]





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