8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 15, 2012

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31240

(Commission File Number)

84-1611629

(I.R.S. Employer Identification Number)

6363 South Fiddlers Green Circle

Greenwood Village, Colorado 80111

(Address and zip code of principal executive offices)

(303) 863-7414

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 15, 2012 (the “Effective Date”), Newmont Mining Corporation, a Delaware corporation (the “Company”), amended its existing credit agreement (“Credit Agreement”), dated as of May 20, 2011, among the Company and Newmont USA Limited, as borrowers, the Lenders Party thereto, JP Morgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland, PLC, and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents.

The Amendment to the Credit Agreement (the “Amendment”) (1) increases the amount of available principal that the Company can borrow from $2.5 billion to $3 billion and (2) extended the maturity date by one year from May 20, 2016 to May 22, 2017.

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

The Company’s subsidiary, Newmont USA Limited, a Delaware corporation, reaffirmed its guarantee of the Credit Agreement. The Reaffirmation Agreement, dated May 15, 2012, is filed herewith as Exhibit 10.2 and incorporated by reference herein.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment, dated May 15, 2012, to the Credit Agreement dated May 20, 2011, among Newmont Mining Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2	Reaffirmation Agreement, dated May 15, 2012, among Newmont USA Limited and JPMorgan Chase Bank, N.A., as Administrative Agent.

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEWMONT MINING CORPORATION
By:	/s/ Stephen P. Gottesfeld
Name:	Stephen P. Gottesfeld
Title:	Senior Vice President, General Counsel and Corporate Secretary

Dated: May 18, 2012

-3-

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment, dated May 15, 2012, to the Credit Agreement dated May 20, 2011, among Newmont Mining Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2	Reaffirmation Agreement, dated May 15, 2012, among Newmont USA Limited and JPMorgan Chase Bank, N.A., as Administrative Agent.

-4-

EX-10.1

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT dated as of May 15, 2012 (this “Amendment”) to the Credit Agreement dated as of May 20, 2011 (the “Credit Agreement”) among NEWMONT MINING CORPORATION (the “Borrower”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, pursuant to Section 2.09(d) of the Credit Agreement, the Borrower has requested Additional Credit Commitments from Additional Credit Lenders in an aggregate principal amount of $500,000,000;

WHEREAS, in accordance with Section 2.21 of the Credit Agreement, the Borrower hereby requests (a) an extension of the Maturity Date from May 20, 2016 to May 22, 2017 (such date, the “Extended Maturity Date”), (b) changes to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable under the Credit Agreement to, Lenders consenting to extend their Commitments to such Extended Maturity Date and (c) certain other amendments to the terms of the Credit Agreement, in each case as set forth below;

WHEREAS all existing Lenders and all Additional Credit Lenders are willing to extend their Commitments to the Extended Maturity Date; and

WHEREAS this Amendment is (i) an Additional Credit Assumption Agreement contemplated by Section 2.09(d)(ii) of the Credit Agreement and (ii) a Maturity Date Extension Request contemplated by Section 2.21(a) of the Credit Agreement;

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. (a) Capitalized terms used but not otherwise defined herein (including in the recitals hereto) have the meanings assigned to them in the Credit Agreement.

(b) The Commitments outstanding immediately prior to the Amendment Effective Date (as defined below) are referred to herein as “Existing Commitments” and the Revolving Loans outstanding immediately prior to the Amendment Effective Date are referred to herein as “Existing Revolving Loans”.

SECTION 2. Regarding the Additional Credit Commitments. (a) On the terms and subject to the conditions set forth herein and in Section 2.09(d) of the Credit Agreement, on the Amendment Effective Date, each person set forth on Schedule A hereto (an “Additional Credit Lender”) agrees to provide an Additional Credit Commitment to the Borrower in the amount set forth opposite its name on such Schedule (collectively, the “Additional Credit Commitments”);

(b) The provisions of Section 2.09(d)(iii) of the Credit Agreement will apply to the Additional Credit Commitments and to any Existing Revolving Loans. Accordingly, on the Amendment Effective Date, the principal amount of any Existing Revolving Loans that are ABR Loans will be repaid by the Borrower (which repayment may, subject to the terms and conditions of the Credit Agreement, be financed with new Borrowings made by all Lenders on the Amendment Effective Date on a pro rata basis, based on their Applicable Percentages after giving effect to this Amendment). The Borrower will, in connection with any such prepayment, pay accrued and unpaid interest on the principal amount of any Existing Revolving Loan that is prepaid. In addition, as contemplated by Section 2.09(d)(iii) of the Credit Agreement, the principal amount of any Existing Revolving Loans that are Eurodollar Loans will be repaid on the last day of their then-current Interest Periods (which repayment may, subject to the terms and conditions of the Credit Agreement, be financed with new Borrowings made by all Lenders on a pro rata basis, based on their Applicable Percentages at the times of such Borrowings).

(c) The fees payable pursuant to Section 2.12(a) and (b) of the Credit Agreement for the account of the Lenders shall be calculated so as to take into account the increase in the Commitments, the addition of the Additional Credit Lenders, any prepayments or refinancing of outstanding Loans and the reallocation of participations in any outstanding Letters of Credit, in each case on the Amendment Effective Date.

SECTION 3. Regarding the Extended Commitments. (a) On the terms and subject to the conditions set forth herein, effective as of the Amendment Effective Date and immediately after giving effect to Section 2 hereof, each Lender (including each of the existing Lenders and each Additional Credit Lender that becomes a Lender pursuant to Section 2 hereto) reflected as having a Commitment on Schedule B hereto (an “Extending Lender”) agrees that the Maturity Date with respect to all of its Commitments reflected on such Schedule (including all the Additional Credit Commitments of each Additional Credit Lender) shall be extended to the Extended Maturity Date (the “Extended Commitments”) and that the maturity date of all the Existing Revolving Loans of each Extending Lender shall (to the extent not prepaid in accordance with Section 2(b) hereof) be extended to the Extended Maturity Date (such Revolving Loans, the “Extended Revolving Loans”).

(b) The initial Interest Period applicable to each Extended Revolving Loan that is a Eurodollar Loan shall be the then-current Interest Period applicable to the Existing Revolving Loan that has been extended, and the Applicable Rate for such Loan shall be as set forth in Section 4 for periods on and after the Amendment Effective Date.

(c) Each of JPMorgan Chase Bank, N.A., in its capacities as Administrative Agent, Swingline Lender and an Issuing Bank, and U.S. Bank, National Association, Deutsche Bank AG New York Branch, and BNP Paribas, in its capacity as an Issuing Bank, hereby consents to this Amendment and confirms that each Additional Credit Lender not already a Lender under the Credit Agreement prior to the Amendment Effective Date is satisfactory to it.

2

(d) None of the transactions set forth in this Section 3 constitutes, or shall be deemed to be, a payment, prepayment, termination or novation of any Existing Revolving Loan or Existing Commitment unless specifically set forth herein, it being understood that this Section 3 merely effects a modification of the maturity and certain other terms of the Existing Revolving Loans and Existing Commitments made and outstanding under the Credit Agreement, and that such Revolving Loans and Commitments shall continue to be in effect and outstanding under the Credit Agreement on the terms and subject to the conditions set forth herein and therein.

SECTION 4. Amendment of the Credit Agreement. Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(a) The preamble is hereby amended to replace “$2,500,000,000” with “$3,000,000,000”.

(b) The following definitions are added in the appropriate alphabetical order to Section 1.01 of the Credit Agreement:

“First Amendment” means the First Amendment to the Credit Agreement dated as of May 15, 2012, among the Borrower, the Lenders party thereto, the Issuing Banks, the Swingline Lender and the Administrative Agent.

“First Amendment Effective Date” shall have the meaning assigned to the term “Amendment Effective Date” in the First Amendment.

“Reaffirmation Agreement” means the Reaffirmation Agreement dated as of May 15, 2012, between the Guarantor and the Administrative Agent.

(c) The definition of the term “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is amended by replacing the pricing grid therein in its entirety with the following:

Rating (Moody’s, S&P)	Facility Fee (% per annum)			LIBOR Margin (% per annum)			ABR Margin (% per annum)			Financial LCs (% per annum)			Performance LCs (% per annum)
Category 1 A/A2 or higher		0.075	%		0.80	%		0.000	%		0.80	%		0.40	%
Category 2 A-/A3		0.10	%		0.90	%		0.000	%		0.90	%		0.45	%
Category 3 BBB+/Baa1		0.15	%		1.000	%		0.000	%		1.00	%		0.50	%
Category 4 BBB/Baa2		0.20	%		1.20	%		0.20	%		1.20	%		0.60	%
Category 5 BBB-/Baa3 or lower (or unrated)		0.25	%		1.40	%		0.40	%		1.40	%		0.70	%

3

(d) The definition of the term “Loan Document” set forth in Section 1.01 of the Credit Agreement is amended by inserting the text “, the First Amendment, the Reaffirmation Agreement” immediately following the text “the Guarantee Agreement”.

(e) The definition of the term “Maturity Date” set forth in Section 1.01 of the Credit Agreement is amended by replacing the text “May 20, 2016” with “May 22, 2017”.

(f) Section 2.09(d)(i) of the Credit Agreement is hereby amended to insert the text “after the Amendment Effective Date” immediately following the text “at no time” in the first proviso thereof.

(g) The first sentence of Section 9.13 of the Credit Agreement is hereby amended by inserting the phrase “that is subject to the USA Patriot Act” after “Each Lender” and before “and each Issuing Bank.”

(h) Schedule 2.01 to the Credit Agreement is replaced by the Schedule with the same designation attached as Schedule B hereto.

Except as set forth above, all schedules and exhibits to the Credit Agreement, in the forms thereof immediately prior to the Amendment Effective Date, will continue to be schedules and exhibits to the Credit Agreement as amended hereby.

SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

(a) (x) the transactions set forth herein are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action and (y) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b) on the Amendment Effective Date and immediately after giving effect to this Amendment, no Default has occurred or is continuing; and

(c) on and as of the Amendment Effective Date, all representations and warranties of the Borrower set forth in the Credit Agreement are (other than the representations and warranties set forth in Sections 3.04(b) and 3.06 and except as expressly provided in the last sentence of Section 3.12) be true and correct in all material respects (except to the extent expressly made as of another date, in which case such representations and warranties were true and correct in all material respects as of such other date).

4

SECTION 6. Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions has been satisfied:

(a) The Administrative Agent shall have received counterparts hereof (including consents hereto, if applicable) duly executed and delivered by the Borrower and each existing Lender, each Additional Credit Lender, the Swingline Lender, each Issuing Bank and the Administrative Agent.

(b) The conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date and the Administrative Agent shall have received a certificate by the President, a Vice President or a Financial Officer of the Borrower, dated the Amendment Effective Date, to such effect.

(c) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantor and the authorization of the transactions contemplated hereby by the Borrower and the Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Guarantor shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent.

(e) The Borrower shall have made the prepayments of Existing Revolving Loans and payments of accrued and unpaid interest on Loans, if any, required to be made on the Amendment Effective Date by Section 2(b) hereof.

(f) The Administrative Agent shall have received payment from the Borrower, (i) for the account of each Additional Credit Lender, an upfront fee (the “Upfront Fee”) in an aggregate amount equal to 0.20% of each Additional Credit Lender’s allocated Additional Credit Commitments, and (ii) for the account of each Extending Lender, an extension fee (the “Extension Fee”) in an aggregate amount equal to 0.05% of such Extending Lender’s Extended Commitments (which, for purposes of determining the Extension Fee, shall be deemed not to include the Additional Credit Commitments, if any, of such Extending Lender).

(g) The Borrower shall have paid all other fees and other amounts due and payable including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party to the Administrative Agent or the Arranger in connection with the Amendment and the transactions contemplated hereby or under Section 9.03 of the Credit Agreement.

(h) The Additional Credit Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act to the extent requested at least 10 days prior to the Effective Date.

5

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective, and the obligations of the Lenders to make, fund or extend Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on May 31, 2012 (it being understood that any such failure of this Amendment to become effective will not affect any rights or obligations of any Person under the Credit Agreement).

SECTION 7. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On the terms and subject to the conditions set forth herein, effective as of the Amendment Effective Date, for all purposes of the Loan Documents, (i) the Extended Commitments shall constitute “Commitments”, (ii) each Extended Revolving Loan shall constitute a “Revolving Loan” and a “Loan” and (iii) each Extending Revolving Lender shall, in respect of its Extended Revolving Credit Commitments, be a “Consenting Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Commitment under the Credit Agreement. Except to the extent provided in Section 4 hereof, the terms and conditions of the Extended Commitments shall be identical to those of the Existing Commitments.

(c) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. Insofar as it provides for the obtaining of Additional Credit Commitments from the Additional Credit Lenders, this Amendment shall constitute an “Additional Credit Assumption Agreement” for all purposes of the Credit Agreement and the other Loan Documents. Insofar as it provides for the extension of the Maturity Date applicable to the Existing Commitments and Existing Revolving Loans, this Amendment shall be deemed to be a “Maturity Date Extension Request” for all purposes of the Credit Agreement and the other Loan Documents and shall constitute an amendment permitted under Section 2.21(f) of the Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

6

(d) The changes to the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement effective pursuant to this Amendment shall apply and be effective on and after the Amendment Effective Date. The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement immediately prior to giving effect to this Amendment shall apply and be effective for the period ending on, but not including, the Amendment Effective Date.

(e) The Administrative Agent and the Lenders party hereto hereby waive compliance with the notice requirements set forth in Section 2.09(d)(i) of the Credit Agreement, solely with respect to the Additional Credit Commitments contemplated hereby.

SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 10. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, as well as all other out-of-pocket expenses payable under the Credit Agreement that have not yet been reimbursed to the extent such fees and expenses are invoiced prior to the Amendment Effective Date.

[Remainder of page intentionally left blank]

7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

NEWMONT MINING CORPORATION,
	by	/s/ Thomas P. Mahoney
		Name: Thomas P. Mahoney
		Title: Vice President and Treasurer
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Bank,
	by	/s/ Peter S. Predun
		Name: Peter S. Predun
		Title: Executive Director
U.S. BANK, NATIONAL ASSOCIATION, individually and as Issuing Bank,
	by	/s/ Blake Malia
		Name: Blake Malia
		Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH, individually and as Issuing Bank,
	by	/s/ Ming K. Chu
		Name: Ming K. Chu
		Title: Vice President
		/s/ Virginia Cosenza
		Name: Virginia Cosenza
		Title: Vice President
BNP PARIBAS, individually and as Issuing Bank,
	by	/s/ Ivan Lincevski
		Name: Ivan Lincevski
		Title: Vice President
		/s/ Guelay Mese
		Name: Guelay Mese
		Title: Vice President

8

LENDER SIGNATURE PAGE TO THE

FIRST AMENDMENT TO THE CREDIT AGREEMENT

OF NEWMONT MINING CORPORATION.

Name of Lender:
Bank of Montreal, Chicago Branch
	By	/s/ Yacouba Kane
		Name: Yacouba Kane
		Title: Vice President
Name of Lender:
Citibank, N.A.
	By	/s/ Raymond G. Dunning
		Name: Raymond G. Dunning
		Title: Vice President
Name of Lender:
HSBC Bank USA, National Association
	By	/s/ Alexandra Barrows
		Name: Alexandra Barrows
		Title: Vice President
Name of Lender:
Mizuho Corporate Bank (USA)
	By	/s/ Leon Mo
		Name: Leon Mo
		Title: Senior Vice President & Team Leader

9

Name of Lender:
Sumitomo Mitsui Banking Corp.
	By	/s/ Yasuhiro Shirai
		Name: Yasuhiro Shirai
		Title: Managing Director
Name of Lender:
The Bank of Nova Scotia
	By	/s/ Ray Clarke
		Name: Ray Clarke
		Title: Managing Director
For any Lender requiring a second signature line:
	By	/s/ Ian Stephenson
		Name: Ian Stephenson
		Title: Director
Name of Lender:
The Bank of Tokyo-Mitsubishi UFJ, LTD.
	By	/s/ Christine Howatt
		Name: Christine Howatt
		Title: Authorized Signatory
Name of Lender:
The Royal Bank of Scotland N.V., (Canada) Branch
	By	/s/ Shehan De Silva
		Name: Shehan De Silva
		Title: Vice President

10

For any Lender requiring a second signature line:
	By	/s/ David Wright
		Name: David Wright
		Title: Head of Client Management Canada
Name of Lender:
UBS AG, STAMFORD BRANCH
	By	/s/ Irja R. Otsa
		Name: Irja R. Otsa
		Title: Associate Director
For any Lender requiring a second signature line:
	By	/s/ Mary E. Evans
		Name: Mary E. Evans
		Title: Associate Director
Name of Lender:
Australia and New Zealand Banking Group Limited
	By	/s/ Joshua Landau
		Name: Joshua Landau
		Title: Head of Financial Institutions Group — America
Name of Lender:
Bank of America, N.A.
	By	/s/ Chris Burns
		Name: Chris Burns
		Title: Vice President

11

Name of Lender:
CIBC, Inc.
	By	/s/ Dominic Sorresso
		Name: Dominic Sorresso
		Title: Executive Director
For any Lender requiring a second signature line:
	By	/s/ Eoin Roche
		Name: Eoin Roche
		Title: Executive Director
Name of Lender:
COMMONWEALTH BANK OF AUSTRALIA
	By	/s/ Greg Calone
		Name: Greg Calone
		Title: Head of Natural Resources — Americas
Name of Lender:
Credit Suisse AG, Cayman Islands Branch
	By	/s/ Alain Daoust
		Name: Alain Daoust
		Title: Director
For any Lender requiring a second signature line:
	By	/s/ Patrick L. Freytag
		Name: Patrick L. Freytag
		Title: Associate

12

Name of Lender:
Royal Bank of Canada
	By	/s/ Stam Fountoulakis
		Name: Stam Fountoulakis
		Title: Authorized Signatory
Name of Lender:
SOCIETE GENERALE
	By	/s/ Daniel Ota
		Name: Daniel Ota
		Title: Director
Name of Lender:
WESTPAC BANKING CORPORATION
	By	/s/ Richard Yarnold
		Name: Richard Yarnold
		Title: Senior Relationship Manager
Name of Lender:
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
	By	/s/ Michael D’Anna
		Name: Michael D’Anna
		Title: Executive Director
For any Lender requiring a second signature line:
	By	/s/ Paul Rodriguez
		Name: Paul Rodriguez
		Title: Vice President

13

EX-10.2

Exhibit 10.2

EXECUTION COPY

REAFFIRMATION AGREEMENT dated as of May 15, 2012 (this “Reaffirmation Agreement”), among NEWMONT USA LIMITED (the “Reaffirming Party”) and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, Newmont Mining Corporation (the “Company”), the Lenders party thereto and the Administrative Agent are entering into the First Amendment dated as of the date hereof (the “Amendment”) to the Credit Agreement dated as of May 20, 2011 (as amended by the Amendment, the “Credit Agreement”), among the Company, the Lenders party thereto and the Administrative Agent;

WHEREAS, the Reaffirming Party and the Administrative Agent are party to the Guarantee Agreement dated as of May 20, 2011 (the “Guarantee Agreement”);

WHEREAS, the parties hereto intend that, after giving effect to the Amendment, (a) the Obligations will continue to be in effect under the Credit Agreement, on the terms set forth therein, and (b) the Guarantee Agreement will continue to support and otherwise benefit the Obligations;

WHEREAS, the Reaffirming Party expects to realize substantial direct and indirect benefits as a result of the Amendment becoming effective and the consummation of the transactions contemplated thereby;

WHEREAS, the execution and delivery of this Reaffirmation Agreement is a condition precedent to the effectiveness of the Amendment and the consummation of the transactions contemplated thereby; and

WHEREAS, capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement or the Amendment, as applicable.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Reaffirmation

SECTION 1.01. Reaffirmation. The Reaffirming Party hereby acknowledges its receipt of a copy of the Amendment and consents to the terms and conditions of the Amendment and the transactions contemplated thereby. The Reaffirming Party hereby (i) affirms and confirms its guarantee and other commitments and obligations under the Guarantee Agreement and (ii) confirms that the guarantee and other commitments and obligations under the Guarantee Agreement shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders notwithstanding the effectiveness of the Amendment.

SECTION 1.02. Credit Agreement as Amended. On and after the date on which the Amendment becomes effective in accordance with its terms, each reference to the “Credit Agreement” (and to any terms defined in the “Credit Agreement”) in any Loan Document shall be deemed a reference to the Credit Agreement (or such terms as defined in the Credit Agreement, as applicable), in each case as amended by the Amendment.

ARTICLE II

Representations and Warranties

The Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Reaffirmation Agreement, as follows:

SECTION 2.01. Organization; Powers. The Reaffirming Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry out its business as now conducted and, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 2.02. Authorization; Enforceability. The Reaffirmation Agreement and the transactions contemplated hereby are within the Reaffirming Party’s corporate powers and have been duly authorized by all necessary corporate, and, if required, stockholder action. This Reaffirmation Agreement has been duly executed and delivered by the Reaffirming Party and constitutes a legal, valid and binding obligation of the Reaffirming Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

ARTICLE III

Miscellaneous

SECTION 3.01. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the Reaffirming Party shall be given to it in care of the Company as provided in Section 9.01 of the Credit Agreement.

SECTION 3.02. Expenses. The Reaffirming Party acknowledges and agrees that the Administrative Agent shall be entitled to reimbursement of its expenses as provided in Section 11 of the Amendment and in Section 9.03 of the Credit Agreement.

2

SECTION 3.03. Loan Document. This Reaffirmation Agreement is a “Loan Document” executed pursuant to the Amendment and the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

SECTION 3.04. Successors and Assigns. Whenever in this Reaffirmation Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Reaffirming Party or the Administrative Agent that are contained in this Reaffirmation Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 3.05. Counterparts. This Reaffirmation Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective when a counterpart hereof executed on behalf of the Reaffirming Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent. Delivery of an executed signature page to this Reaffirmation Agreement by facsimile transmission or other electronic means shall be as effective as delivery of a manually signed counterpart of this Reaffirmation Agreement.

SECTION 3.06. No Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Loan Document, which shall remain in full force and effect except as modified by the Amendment.

SECTION 3.07. Governing Law; Waiver of Jury Trial. (a) This Reaffirmation Agreement shall be construed in accordance with and governed by the laws of the State of New York.

(b) Each party hereto hereby agrees as set forth in Sections 12 and 16 of the Guarantee Agreement as if each such Section were set forth in full herein.

3

IN WITNESS WHEREOF, the Reaffirming Party and the Administrative Agent have caused this Reaffirmation Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

NEWMONT USA LIMITED,
by	/s/ Thomas P. Mahoney
	Name: Thomas P. Mahoney
	Title:   Vice President and Treasurer
JPMORGAN CHASE BANK, N.A., as Administrative Agent,
by	/s/ Peter S. Predun
	Name: Peter S. Predun
	Title:   Executive Director

[Signature Page to Reaffirmation Agreement]