Attached files
| file | filename |
|---|---|
| 8-K - ROYAL GOLD INC | v171481_8k.htm |
| EX-10.1 - ROYAL GOLD INC | v171481_ex10-1.htm |
Exhibit
4.1
EXECUTION
VERSION
AMENDMENT
NO. 1
TO
THE
STOCKHOLDER
AGREEMENT
THIS AMENDMENT NO. 1 TO THE STOCKHOLDER
AGREEMENT (this “Amendment”) dated the 12th day of
January, 2010, by Compañia Minera Teck Carmen de Andacollo, a contractual mining
company organized under the laws of Chile (f/k/a Compañia Minera Carmen de
Andacollo) (“Stockholder”), Royal Gold,
Inc., a corporation organized under the laws of the State of Delaware, United
States of America (“Company”), and Teck Resources
Limited, a company organized under the laws of British Columbia, Canada (f/k/a
Teck Cominco Limited) (“Teck”).
Recitals
A. Stockholder,
Company and Teck are parties to that certain Stockholder Agreement dated April
3, 2009 (the “Stockholder
Agreement”).
B. Section
7(h) of the Stockholder Agreement allows the parties to amend the Stockholder
Agreement by written instrument.
C. In
connection with the Amended and Restated Master Agreement, dated January 12,
2010, between Company and Stockholder (the “Restated Master Agreement”),
the parties hereto desire to amend the Stockholder Agreement to remove the
requirement that certificates representing Company Voting Securities
Beneficially Owned by Stockholder, each other Restricted Party, Teck and any of
their Affiliates bear a restrictive legend as set forth herein.
D. Stockholder,
Company and Teck desire to further amend the Stockholder Agreement to provide
that the shares of Common Stock issued to Stockholder pursuant to Section 2(b)
of the Restated Master Agreement during the 120-day period beginning on the
Closing Date may be sold only on the NASDAQ Global Select Market.
NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
Amendment
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1.
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Definitions. Capitalized terms
used in this Amendment, but not defined in this Amendment, shall have the
meanings assigned to them in the Stockholder
Agreement.
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2.
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Amendment to Section
5(e) and Schedule 1 of Stockholder Agreement. Section
5(e) of the Stockholder Agreement and Schedule 1 of
the Stockholder Agreement are hereby deleted in their
entirety. Section 5(e) is replaced in its entirety by the
following:
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(e) Limitation on
Transfers During 120-Day Period Following Closing
Date. During the period beginning on the Closing Date
(as defined in the Restated Master Agreement) and ending 121 days after
the Closing Date, none of Stockholder, Teck, any other Restricted Party or
their Affiliates will Transfer any of the shares of Common Stock issued to
Stockholder pursuant to Section 2(b) of the Restated Master Agreement
(other than to a Permitted Transferee pursuant to Section 5(d)) except in
open market sales of shares of Common Stock on the NASDAQ Global Select
Market.
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3.
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Force and Effect as
One Document. The Stockholder
Agreement, as amended hereby, will continue in full force and effect and
the provisions of this Amendment and the Stockholder Agreement shall be
read and construed together as if they constituted one document, provided
that if there is any inconsistency between this Amendment and the
Stockholder Agreement, the provision of this Amendment will
govern.
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4.
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No Other
Amendments. Except as provided
in this Amendment, the Stockholder Agreement is in all other respects
ratified and confirmed and shall continue to bind the parties in
accordance with the terms of the Stockholder Agreement, as amended by the
terms of this Amendment.
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5.
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Counterparts, Exchange
by Facsimile or Electronic Delivery. This Amendment may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute but one single
instrument. This Amendment may be delivered by facsimile or
electronic delivery.
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[remainder
of page intentionally blank]
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IN WITNESS WHEREOF, the undersigned
have executed this Amendment to be effective as of the date first set forth
above.
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COMPAÑIA
MINERA TECK CARMEN
DE
ANDACOLLO
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By:
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/s/Christian Arensten
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Print Name:
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Christian Arensten
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Title:
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Director
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By:
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/s/Guillermo Urrutia
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Print
Name:
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Guillermo Urrutia
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Title:
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Director
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ROYAL
GOLD, INC.
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By:
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/s/Tony A. Jensen
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Print
Name:
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Tony A. Jensen
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Title:
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President and CEO
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TECK
RESOURCES LIMITED
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By:
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/s/Peter Rozee
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Print
Name:
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Peter Rozee
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Title:
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Senior Vice President, Commercial
Affairs
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[Signature
Page to Amendment No. 1 to Stockholder Agreement]