0001104659-13-006329 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • January 31st, 2013 • Royal Gold Inc • Mineral royalty traders • New York

Intercreditor Agreement (this “Agreement”), dated as of November 27, 2012, among Valiant Trust Company (in such capacity, with its successors and assigns, and as more specifically defined below, the “Senior Debt Representative”) for the Senior Debt Secured Parties (as defined below), RGLD Gold AG, a Swiss corporation as purchaser (with its successors and assigns, the “Purchaser”) of certain refined gold from Terrane Metals Corp., a company incorporated under the laws of British Columbia, (the “Vendor”) and the Vendor.

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SECOND AMENDING AGREEMENT
Second Amending Agreement • January 31st, 2013 • Royal Gold Inc • Mineral royalty traders • Ontario

NOW THEREFORE, in consideration of the covenants and agreements herein contained, and other good and valuable consideration, the Parties agree as follows:

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