and the other Obligors under the Agreement referred to below Dear Sirs
Exhibit 4.8
9th April 2015
| To: | ICL Finance B.V. XX Xxx 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx |
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 Xxx.xx Guarantors, (3) the Original Lenders as defined therein and (4) Sumitomo Mitsui Banking Corporation Europe Limited as Agent (the Agreement)
| 1 | Introduction |
We refer to the Agreement. Terms defined in the Agreement have the same meaning, when used in this letter.
| 2 | Amendments |
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:
| “12.1.1 | The 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.” |
| 3 | Full 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.
| 4 | Rights 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) Xxx 0000 by any person who is not a party.
| 5 | Confirmation |
| 5.1.1 | The Borrower confirms to the Finance Parties that no Default has occurred or is continuing |
| 5.1.2 | The Borrower makes the Repeating Representations for the benefit of the Finance Parties on the date of this letter. |
| 5.1.3 | Each 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).
| 6 | Acknowledgment |
| 6.1.1 | Please 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: x00 (0) 00 0000 0000 attention: Loans Agency. |
| 6.1.2 | This 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. |
| 7 | Miscellaneous |
Clauses 31 ( Notices) and 38 (Counterparts) of the Agreement shall apply to this letter as if set out in full herein.
| 8 | Governing 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/ Xxxxxxx Xxxxxx /s/ Xxxxxx Bar-Niv
for and on behalf of
Israel Chemicals Limited
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxx
for and on behalf of
ICL Finance Inc.
