July 11, 2007Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Newmont Mining Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements relating to this Transaction and serve as the final documentation for this Transaction.
NEWMONT MINING CORPORATION, NEWMONT USA LIMITED (AS THE SUBSIDIARY GUARANTOR), AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEE 1.250% Convertible Senior Notes due 2014 INDENTURE Dated as of July 17, 2007Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
INDENTURE, dated as of July 17, 2007, among NEWMONT MINING CORPORATION, a Delaware corporation (the “Company”), NEWMONT USA LIMITED, a Delaware corporation, as Subsidiary Guarantor (the “Subsidiary Guarantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (the “Trustee”).
July 13, 2007Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Newmont Mining Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Citibank, N.A. New York, NY 10013 Equity Derivatives Telephone: (212) 723-7357 Facsimile: (212) 723-8328Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Citibank”) and Newmont Mining Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Newmont Mining Corporation as Issuer Newmont USA Limited as Guarantor $500,000,000 1.250% Convertible Notes due 2014 $500,000,000 1.625% Convertible Notes due 2017 Purchase Agreement July 11, 2007Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
Newmont Mining Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $500 million principal amount of its 1.250% Convertible Notes due 2014 (the “2014 Notes”) and $500 million principal amount of its 1.625% Convertible Notes due 2017 (the “2017 Notes” and together with the 2014 Notes, the “Firm Notes”). Payment of principal of, and interest, if any, on, the 2014 Notes will be guaranteed by Newmont USA Limited, a Delaware corporation, as Guarantor (the “Guarantor”), pursuant to the terms and conditions of the guaranty issued under the 2014 Notes Indenture (as defined below) (the “2014 Guaranty”). Payment of principal of, and interest, if any, on, the 2017 Notes will be guaranteed by the Guarantor pursuant to the terms and conditions of the guaranty issued under the 2017 Notes Indenture (as defined below) (
Newmont Mining Corporation % Convertible Senior Notes due 2014 % Convertible Senior Notes due 2017 Guaranteed by Newmont USA Limited REGISTRATION RIGHTS AGREEMENT July 17, 2007Registration Rights Agreement • August 2nd, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of July 17, 2007, by and among Newmont Mining Corporation, a Delaware corporation (the “Company”), the Guarantor (as defined below) and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as the representatives (the “Representatives”) under the purchase agreement dated as of July 11, 2007 (the “Purchase Agreement”) among the Company, the Guarantor and the Representatives, as representatives of the several initial purchasers listed therein (the “Initial Purchasers”).
From: Citibank, N.A. New York, NY 10013 Equity Derivatives Telephone: (212) 723-7357 Facsimile: (212) 723-8328Letter Agreement • August 2nd, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Newmont Mining Corporation (“Company”) to Citibank, N.A. (“Citibank”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements relating to this Transaction and serve as the final documentation for this Transaction.
July 13, 2007Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Newmont Mining Corporation (“Company”) to Citibank, N.A. (“Citibank”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements relating to this Transaction and serve as the final documentation for this Transaction.
NEWMONT MINING CORPORATION, NEWMONT USA LIMITED (AS THE SUBSIDIARY GUARANTOR), AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEE 1.625% Convertible Senior Notes due 2017 INDENTURE Dated as of July 17, 2007Newmont Mining Corp /De/ • August 2nd, 2007 • Gold and silver ores • New York
INDENTURE, dated as of July 17, 2007, among NEWMONT MINING CORPORATION, a Delaware corporation (the “Company”), NEWMONT USA LIMITED, a Delaware corporation, as Subsidiary Guarantor (the “Subsidiary Guarantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (the “Trustee”).
July 11, 2007Letter Agreement • August 2nd, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Newmont Mining Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements relating to this Transaction and serve as the final documentation for this Transaction.
OFFICE SPACE AND OFFICE SERVICES AGREEMENTOffice Space and Office Services Agreement • August 2nd, 2007 • Newmont Mining Corp /De/ • Gold and silver ores • Colorado
This Office Space and Office Services Agreement (this “Agreement”) is entered into and effective as of January 1, 2008 (the “Effective Date”) by and between NEWMONT USA LIMITED, a Delaware corporation with offices at 1700 Lincoln Street, Denver, Colorado 80203 (“Newmont”), and Wayne W. Murdy (“Mr. Murdy”).
