NOTICE OF ESTABLISHMENT OF UNCOMMITTED REVOLVING FACILITY COMMITMENTS
Exhibit 4.28
EXECUTION VERSION
NOTICE OF ESTABLISHMENT OF UNCOMMITTED REVOLVING FACILITY COMMITMENTS
| To: | Bank of America Xxxxxxx Xxxxx International Limited as Agent as defined in the Agreement (defined below) |
29 January 2016
Dear Sirs,
US$1,500,000,000 facilities agreement originally dated 2 November 2012 between, among others, Syngenta AG as Company, Bank of America Xxxxxxx Xxxxx International Limited (formerly known as Banc of America Securities Limited), Banco Santander, S.A., Citigroup Global Markets Limited, Credit Suisse AG, Deutsche Bank AG, HSBC Bank plc, UBS AG and Unicredit Bank AG as Arranger and Bank of America Xxxxxxx Xxxxx International Limited (formerly known as Banc of America Securities Limited) as Agent as amended pursuant to an amendment letter dated 28 January 2016 (the Agreement)
| 1. | Interpretation |
| (a) | We refer to the Agreement. Capitalised terms defined in the Agreement have the same meaning when used in this notice unless expressly defined in this notice. |
| (b) | The provisions of clause 1.2 (Construction) of the Agreement apply to this notice as though they were set out in full in this notice except that references to the Agreement are to be construed as references to this notice. |
| 2. | Establishment of Uncommitted Revolving Facility Commitment |
| (a) | Pursuant to clause 2.2 (Uncommitted Revolving Facility) of the Agreement, the Company requests the establishment of an Uncommitted Revolving Facility Commitment in an aggregate amount equal to USD 1,000,000,000 (the Uncommitted Revolving Facility Commitment). |
| (b) | The Company confirms that no Default is continuing or would result from the establishment of the Uncommitted Revolving Facility Commitment. |
| (c) | Each Uncommitted Revolving Facility Lender will assume all of the obligations corresponding to the Uncommitted Revolving Facility Commitment in the amount in the Base Currency set opposite its name under the heading “Uncommitted Revolving Facility Commitment” in the Schedule to this notice. |
| (d) | The establishment and assumption of the Uncommitted Revolving Facility Commitment shall take effect on the date on which the conditions set in paragraph (b) of clause 2.2 (Uncommitted Revolving Facility Commitments) of the Agreement in relation to each Uncommitted Revolving Facility Lender have been satisfied (the Assumption Date). The Agent shall notify the Company and the Uncommitted Revolving Facility Lenders promptly following the occurrence of the Assumption Date. |
| (e) | The Agent shall promptly notify the Lenders of the establishment of the Uncommitted Revolving Facility Commitment. |
| (f) | The Company shall pay to each Uncommitted Revolving Facility Lender a fee in the amount and times agreed in a Fee Letter. |
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| 3. | Miscellaneous |
This notice may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this notice.
| 4. | Governing law |
This notice and any non-contractual obligations arising out of or in connection with it are governed by English law.
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Yours faithfully,
| /s/ Xxxxxx Xxxxxxxxx | /s/ Xxxxxxxx Xxxxxxxx |
For
as Company
Syngenta AG – Signature Page to
Notice of Uncommitted Revolving
Facility Commitments
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FORM OF ACKNOWLEDGEMENT
We agree to the terms of this notice.
/s/ Xxxxx Xxx
Xxxxx Xxx
Vice President
For
Bank of America Xxxxxxx Xxxxx International Limited
for itself and as Agent of the other Finance Parties
Date: 29 January 2016
Syngenta AG – Signature Page to
Notice of Uncommitted Revolving
Facility Commitments
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SCHEDULE
UNCOMMITTED REVOLVING FACILITY COMMITMENTS
| Name of Uncommitted Revolving Facility Lender |
Uncommitted Revolving Facility Commitment (USD) |
| Xxxxxxx Xxxxx Bank USA | 213,636,363.64 |
| JPMorgan Chase Bank, N.A. | 213,636,363.64 |
| Banco Santander, S.A. | 63,636,363.64 |
| Citibank, N.A., London Branch | 63,636,363.64 |
| Credit Suisse AG | 63,636,363.64 |
| Deutsche Bank Luxembourg S.A. | 63,636,363.64 |
| UniCredit Luxembourg S.A. | 63,636,363.64 |
| UBS Switzerland AG | 63,636,363.64 |
| HSBC Bank plc | 31,818,181.82 |
| HSBC Trinkaus & Xxxxxxxxx XX | 31,818,181.82 |
|
Banco Itaú BBA International, S.A. – London Branch |
21,212,121.21 |
|
Coöperatieve Rabobank U.A., formerly known as Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. |
21,212,121.21 |
|
CA Indosuez (Switzerland) SA, formerly known as Crédit Agricole (Suisse) SA |
21,212,121.21 |
| Standard Chartered Bank | 21,212,121.21 |
| The Bank of New York Mellon | 21,212,121.21 |
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. | 21,212,121.21 |
| Total | 1,000,000,000.00 |
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