0000950134-07-002549 Sample Contracts

SECOND AMENDED AND RESTATED LOAN AGREEMENT among ROYAL GOLD, INC., HIGH DESERT MINERAL RESOURCES, INC. and HSBC BANK USA, NATIONAL ASSOCIATION Dated as of January 5, 2007
Loan Agreement • February 9th, 2007 • Royal Gold Inc • Mineral royalty traders • Nevada

This SECOND AMENDED AND RESTATED LOAN AGREEMENT is entered into as of January 5, 2007, among ROYAL GOLD, INC., a corporation incorporated under the laws of the State of Delaware, as a borrower (“Royal Gold”), HIGH DESERT MINERAL RESOURCES, INC., a corporation incorporated under the laws of the State of Delaware, as a borrower (“High Desert”, with each of Royal Gold and High Desert individually referred to herein as a “Borrower” and collectively referred to herein as the "Borrowers”), and HSBC BANK USA, NATIONAL ASSOCIATION a national banking association organized under the laws of the United States (the “Lender”).

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SHARES FOR DEBT AGREEMENT
Shares for Debt Agreement • February 9th, 2007 • Royal Gold Inc • Mineral royalty traders • Utah

THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants, agreements, representations, warranties and payments contained in this Agreement, the parties agree with each other as follows:

Assignment of Rights Agreement between Mario Ivan Hernández Alvarez as Assignor Royal Gold Chile Limitada as Assignee and Royal Gold Inc. as Guarantor
Assignment of Rights Agreement • February 9th, 2007 • Royal Gold Inc • Mineral royalty traders

THIS ASSIGNMENT OF RIGHTS AGREEMENT (“Agreement”) effective January 16, 2007 (“Effective Date”) is by and between Mario Ivan Hernández Alvarez , Chilean, mining engineer, married with identification certificate number 4773296-K, domiciled at La Concepción 266, Suite 701, Providencia, Chile, (“Assignor”) and Royal Gold, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, (“Royal Gold Inc.”) acting on behalf of Royal Gold Chile Limitada, a Chilean limited liability company under formation (“Royal Gold Chile”) and as guarantor of the obligations of Royal Gold Chile hereunder, domiciled at Torre de la Costanera, Avenida Andres Bello 2711, 16th Floor, Santiago, Chile.

PURCHASE AND SALE AGREEMENT FOR PEÑASQUITO AND OTHER ROYALTIES BETWEEN MINERA KENNECOTT S.A. DE C.V. as Vendor KENNECOTT EXPLORATION COMPANY as Vendor Parent AND ROYAL GOLD, INC. As Purchaser December 28, 2006
Purchase and Sale Agreement • February 9th, 2007 • Royal Gold Inc • Mineral royalty traders • Utah

THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants, agreements, representations, warranties and payments contained in this Agreement, the parties agree with each other as follows:

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