SYNGENTA FINANCE N.V. as Issuer SYNGENTA AG as Guarantor to THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of November , 2011 Providing for Issuance of Senior Debt Securities in SeriesSyngenta Finance N.V. • November 16th, 2011 • Agricultural chemicals • New York
INDENTURE, dated as of November , 2011, among SYNGENTA FINANCE N.V., a limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands (herein called the “Company”), SYNGENTA AG, a Swiss stock corporation (Aktiengesellschaft) (herein called the “Guarantor”), having its principal office at Schwarzwaldallee 215, 4058 Basel, Switzerland, and The Bank of New York Mellon as Trustee (herein called the “Trustee”).
Syngenta Finance N.V. Debt Securities Fully and Unconditionally Guaranteed by Syngenta AG FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2011 • Syngenta Finance N.V. • Agricultural chemicals • New York
The Notes and the Guarantees will be issued pursuant to an indenture, dated as of (the “Base Indenture”), between the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to an Officer’s Certificate to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes and the Guarantees will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Guarantor, the Trustee and the Depositary.
