EXHIBIT C AMENDED AND RESTATED PROMISSORY NOTE US$30,000,000 December 14, 2005

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.