Exhibit
4.28


 


EXECUTION VERSION


 


NOTICE OF ESTABLISHMENT
OF UNCOMMITTED REVOLVING FACILITY COMMITMENTS


 


		To:	Bank of America Merrill Lynch 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 Merrill Lynch
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 Merrill Lynch 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/ Daniel
    Michaelis           	/s/ Nicholas
    Zuercher           


 


 


For





Syngenta AG





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/ Kevin Day


 


Kevin Day





Vice President


 


For





Bank of America Merrill Lynch 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)

        

	Goldman Sachs 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 & Burkhardt AG	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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