PROMISSORY NOTE New York, New YorkUS$100,000,000 January 20, 2010

EX-10.4 5 d70759exv10w4.htm EX-10.4 exv10w4
Exhibit 10.4
    New York, New York
US$100,000,000   January 20, 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 HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (“HSBC Bank”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) or other holder hereof (with the Administrative Agent and any other holder hereof sometimes referred to herein as “Holder”), at the place and times provided in the Term Loan Facility Agreement dated as of January 20, 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, 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 and the Additional Lenders individually referred to as a “Lender” and collectively the “Lenders”), the 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 Million Dollars (US$100,000,000), 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 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:   Chief Financial Officer and Treasurer    
Signature Page to Promissory Note