EX-4.8 3 dp64071_ex0408.htm EXHIBIT 4.8

Exhibit 4.8

 

9th April 2015

 

To:ICL Finance B.V.
PO Box 313
1000 AH Amsterdam
The Netherlands

 

and the other Obligors under the Agreement referred to below

 

Dear Sirs

 

US$1,705,000,000 syndicated revolving credit facility agreement dated 23 March 2015 entered into between (1) ICL Finance B.V. as Borrower, (2) Israel Chemicals Limited and ICL Finance Inc.as Guarantors, (3) the Original Lenders as defined therein and (4) Sumitomo Mitsui Banking Corporation Europe Limited as Agent (the Agreement)

 

1Introduction

 

We refer to the Agreement. Terms defined in the Agreement have the same meaning, when used in this letter.

 

2Amendments

 

We confirm that the Majority Lenders have agreed that the existing Clause 12.1.1 (Commitment fee) in the Agreement will be deleted and replaced with the following:

 

“12.1.1The Borrower shall pay to the Agent (for the account of each Lender) a fee in US Dollars calculated daily at the rate of 35 per cent. of the Margin on that Lender’s Available Commitment for the Availability Period.”

 

3Full Force and Effect

 

The amendment listed above shall take effect from the receipt by the Agent of your signed acknowledgement of this letter. The Agreement shall remain in full force and effect as amended by this letter. The Agreement and this letter shall be read and construed together and be deemed to constitute one and the same agreement.

 

4Rights of Third Parties

 

The parties to this letter do not intend that any term of this letter shall be enforceable solely by virtue of the Contract (Rights of Third Parties) Act 1999 by any person who is not a party.

 

5Confirmation

 

5.1.1The Borrower confirms to the Finance Parties that no Default has occurred or is continuing

 

5.1.2The Borrower makes the Repeating Representations for the benefit of the Finance Parties on the date of this letter.

 

5.1.3Each Guarantor confirms that, on and after the date of this letter, its guarantee , undertaking and indemnity in Clause 18 (Guarantee and indemnity) of the

 

Agreement will remain in full force and effect and will extend to each Obligor’s obligations under the Finance Documents (as amended by this letter).

 

6Acknowledgment

 

6.1.1Please sign where indicated on the attached copy of this letter in acknowledgment of your agreement to the terms of this letter and fax such acknowledgement by return to fax number: +44 (0) 20 7786 1656 attention: Loans Agency.

 

6.1.2This letter may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original but all the counterparts together will be one and the same instrument.

 

7Miscellaneous

 

Clauses 31 ( Notices) and 38 (Counterparts) of the Agreement shall apply to this letter as if set out in full herein.

 

8Governing Law and Jurisdiction

 

This letter and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with, English law. Clause 40 (Enforcement) of the Agreement shall apply to this letter as if set out in full herein, mutatis mutandis.

 

 

Yours faithfully

 

/s/ illegible               /s/ illegible             

 

Sumitomo Mitsui Banking Corporation Europe Limited
as the Agent for and on behalf of itself and the other Finance Parties

 

 

We hereby agree to the above terms.

 

/s/ illegible               /s/ illegible             

for and on behalf of
ICL Finance B.V.

 

 

/s/ Michael Hazzan /s/ Herzel Bar-Niv  

for and on behalf of
Israel Chemicals Limited

 

/s/ Heather Luther       /s/ Paul Schlessman

for and on behalf of

ICL Finance Inc.