EXHIBIT E PROCEEDS AGREEMENT [HSBC Bank USA Letterhead] December 14, 2005

Exhibit 10.3

EXHIBIT E

PROCEEDS AGREEMENT

[HSBC Bank USA Letterhead]

December 14, 2005

Xxxxxxx Xxxxxxx Inc.
0000 Xxxx 00000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000

Re:      Royal Gold, Inc. – Confirmation of Collateral
Security Arrangements and Agreement

Gentlemen:

     This is to advise you that HSBC Bank USA (“HSBC”) has continued a credit facility in favor of Royal Gold, Inc. (“Royal Gold”) pursuant to the Amended and Restated Loan Agreement dated as of December 14, 2005 between HSBC and Royal Gold (the “Loan Agreement”), which amends and restates in its entirety the Loan Agreement dated as of December 18, 2000 between HSBC and Royal Gold. The Loan Agreement is secured by various collateral security arrangements, including: (1) a lien and security interest in favor of HSBC on Royal Gold’s share of all mineral production (“Production”) from the GSR#1 Royalty, the GSR#3 Royalty and the NVR#1 Royalty, each on the Pipeline/South Pipeline Mining Complex in Lander County, Nevada (the “Project”), (2) a security interest in all proceeds of such Production (“Proceeds”), and (3) a security interest in all accounts of Royal Gold, whether metals or monetary, and credit balances therein, with Xxxxxxx Xxxxxxx Inc. (“Accounts”).

     Please execute and return a copy of this letter: (a) acknowledging and confirming that you have been advised of the existence of a lien and security interest in favor of HSBC in Royal Gold’s share of Production, and in the Proceeds and the Accounts and (b) expressing your agreement, (i) to credit to the account of HSBC at Xxxxxxx Matthey any Production received at Xxxxxxx Xxxxxxx, and (ii) upon a written request from HSBC, without confirmation, countersignature or additional direction from Royal Gold, to transfer to the account of HSBC at Xxxxxxx Matthey any credit balances in Account of Royal Gold at Xxxxxxx Xxxxxxx.

Xxxxxxx Matthey Inc.
December 14, 2005
Page 2

     By execution hereof Royal Gold has indicated its acceptance of the foregoing agreements and its irrevocable instructions to Xxxxxxx Xxxxxxx to act in accordance with the terms hereof until such time as Royal Gold and HSBC jointly advise Xxxxxxx Matthey to the contrary.

				Yours sincerely,
				HSBC BANK USA
				By:
				Name:
				Title:
Agreed as of December 14, 2005				Notice acknowledged and agreement confirmed as of December 14, 2005
ROYAL GOLD, INC.				XXXXXXX XXXXXXX INC.
By:				By:
Name:				Name:
Title:				Title: