Exhibit 10(f)(2)

SUN INTERNATIONAL HOTELS LIMITED
SUN INTERNATIONAL NORTH AMERICA, INC.
SUN INTERNATIONAL BAHAMAS LIMITED

December 14, 2001

Canadian Imperial Bank of Commerce
as Administrative Agent
425 Lexington Avenue
New York, NY 10017

Each of the Lenders party to the
Credit Agreement referred to below

LETTER AMENDMENT

Gentlemen and Ladies:

We refer to the Fourth Amended and Restated Revolving Credit
Agreement, dated as of November 9, 2001 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the
Credit Agreement), among Sun International Hotels Limited, a
corporation organized under the laws of The Commonwealth of the
Bahamas (SIHL), Sun International North America, Inc., a
corporation organized under the laws of the State of Delaware
(SINA), Sun International Bahamas Limited, a corporation organized
under the laws of The Commonwealth of the Bahamas (SIBL;
SIHL, SINA
and SIBL are each individually referred to as a Borrower and
collectively referred to as the Borrowers), the financial
institutions as are or may become parties thereto (collectively
referred to as the Lenders), Canadian Imperial Bank of Commerce,
acting through one or more of its agencies, branches or affiliates
(CIBC), as the administrative agent (in such capacity, the
Administrative Agent), Deutsche Bank Alex.Brown Inc. and Bear
Stearns Corporate Lending Inc., as co-syndication agents
(collectively in such capacities, the Co-Syndication Agents) and
Bank of America, N.A. and Wells Fargo Bank, N.A., as co-documentation
agents (collectively in such capacities, the Co-Documentation
Agents). Unless otherwise defined in this letter (this Letter) or
the context otherwise requires, terms used in this Letter have the
meanings provided in the Credit Agreement.

By this Letter, the Borrowers hereby request that the Foreign
Currency Letter of Credit Commitment Amount be increased from
$3,000,000 to $30,000,000. Upon the receipt of approval of the
Required Lenders, the figure $3,000,000 in the definition of the
term Foreign Currency Letter of Credit Commitment Amount in the
Credit Agreement shall be deleted and replaced with the figure
$30,000,000.

In order to induce the Lenders to agree to the foregoing amendment,
the Borrowers hereby (a) confirm and restate all representations and
warranties contained in the Credit Agreement and the Loan Documents
as of the date hereof and (b) confirm that, after giving
effect hereto, no Default has occurred and is continuing. This
Letter shall become effective as of the date first above written upon
receipt by the Administrative Agent of counterparts of this Letter
duly executed by each of the Borrowers, the Required Lenders and each
of the Guarantors.

This Letter may be executed by the parties hereto in several
counterparts, each of which shall be an original and all of which
shall constitute together but one and the same agreement. Delivery of
an executed counterpart of a signature page to this Letter by
facsimile shall be effective as delivery of a manually executed
counterpart of this Letter.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.  Except as expressly
stated herein, all of the terms and provisions of the Credit
Agreement and the other Loan Documents shall remain in full force and
effect. This Letter is a Loan Document executed pursuant to the
Credit Agreement and shall be construed and administered in
accordance with all of the terms and provisions of the Credit
Agreement. No modification by any Lender hereunder shall be applicable
to subsequent transactions. No modification hereunder shall require
any similar or dissimilar modification hereafter to be granted.

2

If you are in
agreement with the foregoing terms, kindly execute this Letter in the
space provided below and deliver to the Administrative Agent an
executed counterpart of this Letter.



| |  |                                       |                      
| |  | ------------------------------------- | ---------------------
| |  | Very truly yours,                    
|
| |  | SUN INTERNATIONAL HOTELS LIMITED     
|
| |  | By:                                   | /s/ William C. Murtha
|
| |  | Title:                                | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL NORTH AMERICA, INC.
|
| |  | By:                                   | /s/ William C. Murtha
|
| |  | Title:                                | Senior Vice President
|
|
| |  | SUN INTERNATIONAL BAHAMAS LIMITED    
|
| |  | By:                                   | /s/ William C. Murtha
|
| |  | Title:                                | Authorized Signatory 



3




| |  |                                                                                                    |                                                     
| |  | -------------------------------------------------------------------------------------------------- | ----------------------------------------------------
| |  | THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|
|
| |  | CIBC INC.                                                                                         
|
|
|
|
| |  | By:                                                                                                | /s/ Paul J. Chakmak                                 
|
| |  | Title:                                                                                             | Managing Director,CIBC
World Markets Corp., AS AGENT



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| |  |                                                                                                    |                                                     
| |  | -------------------------------------------------------------------------------------------------- | ----------------------------------------------------
| |  | THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|
|
| |  | CANADIAN IMPERIAL BANK
OFCOMMERCE, as Administrative Agent                                        
|
|
|
|
| |  | By:                                                                                                | /s/ Paul J. Chakmak                                 
|
| |  | Title:                                                                                             | Managing Director,CIBC
World Markets Corp., AS AGENT



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|                                                                                                   |  |                                   |  |        |  |                           | 
|-------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------ |  | ------------------------- | 
|THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|                                                                                                  
|                                                                                                  
|For and on behalf ofABSA BANK
LIMITED, LONDON BRANCH                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|By:                                                                                                |  | /s/ Martin S. Collard             |  | By:    |  | /s/ David W. Colgan      
|                                                                                                  
|Title:                                                                                             |  | Senior Manager, Corporate Banking |  | Title: |  | Head of Corporate Banking
|                                                                                                  
|Date:                                                                                              |  | 21 January, 2002                  |  | Date:  |  | 21 January, 2002         
|                                                                                                  
|                                                                                                  



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| |  |                                                                                                    |               
| |  | -------------------------------------------------------------------------------------------------- | --------------
| |  | THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|
|
| |  | BANKERS TRUST COMPANY                                                                             
|
|
|
|
| |  | By:                                                                                                | /s/ Linda Wang
| |  | Title:                                                                                             | Vice President



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| |  |                                                                                                    |                   
| |  | -------------------------------------------------------------------------------------------------- | ------------------
| |  | THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|
|
| |  | BANK OF AMERICANAME OF INSTITUTION                                                                
|
|
|
|
| |  | By:                                                                                                | /s/ Matthew Koenig
|
| |  | Title:                                                                                             | Managing Director 



8




| |  |                                                                                                    |                      
| |  | -------------------------------------------------------------------------------------------------- | ---------------------
| |  | THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|
|
| |  | FLEET NATIONAL BANKNAME
OF INSTITUTION                                                            
|
|
|
|
| |  | By:                                                                                                | /s/ John T. Harrison 
|
| |  | Title:                                                                                             | Senior Vice President



9




| |  |                                                                                                    |               
| |  | -------------------------------------------------------------------------------------------------- | --------------
| |  | THE AMENDMENT SET FORTH ABOVE IS
HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
|
|
| |  | NEDCOR BANK LIMITEDNAME
OF INSTITUTION                                                            
|
|
|
|
| |  | By:                                                                                                | /s/           
| |  | Title:                                                                                             | Senior Manager
|
|
| |  | By:                                                                                                | /s/           
| |  | Title:                                                                                             | Head of Credit



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| |  |                                                                                                                                                                           |                      
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
| |  | THE UNDERSIGNED
GUARANTORS HAVE REVIEWED AND APPROVED THE ATTACHED LETTER. BY THEIR
SIGNATURES BELOW, THEY HEREBY RATIFY AND AFFIRM THEIR OBLIGATIONS
UNDER THE GUARANTY.
|
|
| |  | BIRBO NV                                                                                                                                                                 
|
| |  | By:                                                                                                                                                                       | /s/ William C. Murtha
| |  | Name:                                                                                                                                                                     | William C. Murtha    
| |  | Title:                                                                                                                                                                    | Authorized Signatory 
|
|
| |  | SUN HOTELS INTERNATIONAL MANAGEMENT
NV                                                                                                                                   
|
|
|
|
| |  | By:                                                                                                                                                                       | /s/ William C. Murtha
| |  | Name:                                                                                                                                                                     | William C. Murtha    
| |  | Title:                                                                                                                                                                    | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL FINANCE LIMITED                                                                                                                                        
|
|
|
|
| |  | By:                                                                                                                                                                       | /s/ William C. Murtha
| |  | Name:                                                                                                                                                                     | William C. Murtha    
| |  | Title:                                                                                                                                                                    | Authorized Signatory 
|
|
| |  | SUN HOTELS INTERNATIONAL (BERMUDA),
LIMITED                                                                                                                              
|
|
|
|
| |  | By:                                                                                                                                                                       | /s/ William C. Murtha
| |  | Name:                                                                                                                                                                     | /s/ William C. Murtha
| |  | Title:                                                                                                                                                                    | Authorized Signatory 
|
|



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| |  |                                      |                      
| |  | ------------------------------------ | ---------------------
| |  | ABERDEEN MANAGEMENT LIMITED         
|
|
|
|
| |  | By:                                  | /s/ William C. Murtha
| |  | Name:                                | William C. Murtha    
| |  | Title:                               | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL MANAGEMENT LIMITED
|
|
|
|
| |  | By:                                  | /s/ William C. Murtha
| |  | Name:                                | William C. Murtha    
| |  | Title:                               | Authorized Signatory 
|
|
| |  | PARADISE ISLAND LIMITED             
|
|
|
|
| |  | By:                                  | /s/ William C. Murtha
| |  | Name:                                | William C. Murtha    
| |  | Title:                               | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL TIMESHARE LIMITED 
|
|
|
|
| |  | By:                                  | /s/ William C. Murtha
| |  | Name:                                | William C. Murtha    
| |  | Title:                               | Authorized Signatory 
|
|
| |  | PARADISE SECURITY SERVICES LIMITED  
|
|
|
|
| |  | By:                                  | /s/ William C. Murtha
| |  | Name:                                | William C. Murtha    
| |  | Title:                               | Authorized Signatory 
|
|



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| |  |                                                   |                      
| |  | ------------------------------------------------- | ---------------------
| |  | PURPOSEFUL BV                                    
|
|
|
|
| |  | By:                                               | /s/ William C. Murtha
| |  | Name:                                             | William C. Murtha    
| |  | Title:                                            | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL MARKETING (UK) LTD.            
|
|
|
|
| |  | By:                                               | /s/ William C. Murtha
| |  | Name:                                             | William C. Murtha    
| |  | Title:                                            | Authorized Signatory 
|
|
| |  | SUN COVE, LTD.                                   
|
|
|
|
| |  | By:                                               | /s/ William C. Murtha
| |  | Name:                                             | William C. Murtha    
| |  | Title:                                            | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL DEVELOPMENT
(TIMESHARE) LIMITED
|
|
|
|
| |  | By:                                               | /s/ William C. Murtha
| |  | Name:                                             | William C. Murtha    
| |  | Title:                                            | Authorized Signatory 
|
|
| |  | ISLAND HOTEL COMPANY LIMITED                     
|
|
|
|
| |  | By:                                               | /s/ William C. Murtha
| |  | Name:                                             | William C. Murtha    
| |  | Title:                                            | Authorized Signatory 
|
|



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| |  |                                            |                      
| |  | ------------------------------------------ | ---------------------
| |  | SUNONLINE LIMITED                         
|
|
|
|
| |  | By:                                        | /s/ William C. Murtha
| |  | Name:                                      | William C. Murtha    
| |  | Title:                                     | Authorized Signatory 
|
|
| |  | BAHAMAS - TRADING LIMITED                 
|
|
|
|
| |  | By:                                        | /s/ William C. Murtha
| |  | Name:                                      | William C. Murtha    
| |  | Title:                                     | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL NETWORK DATA
LIMITED    
|
|
|
|
| |  | By:                                        | /s/ William C. Murtha
| |  | Name:                                      | William C. Murtha    
| |  | Title:                                     | Authorized Signatory 
|
|
| |  | SUNONLINE (IOM) LIMITED                   
|
|
|
|
| |  | By:                                        | /s/ William C. Murtha
| |  | Name:                                      | William C. Murtha    
| |  | Title:                                     | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL NETWORK SERVICES
LIMITED
|
|
|
|
| |  | By:                                        | /s/ William C. Murtha
| |  | Name:                                      | William C. Murtha    
| |  | Title:                                     | Authorized Signatory 
|
|



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| |  |                                |                      
| |  | ------------------------------ | ---------------------
| |  | SUN COVE CALIFORNIA, INC.     
|
|
|
|
| |  | By:                            | /s/ William C. Murtha
| |  | Name:                          | William C. Murtha    
| |  | Title:                         | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL NEVADA, INC.
|
|
|
|
| |  | By:                            | /s/ William C. Murtha
| |  | Name:                          | William C. Murtha    
| |  | Title:                         | Authorized Signatory 
|
|
| |  | PARADISE BEACH INN LIMITED    
|
|
|
|
| |  | By:                            | /s/ William C. Murtha
| |  | Name:                          | William C. Murtha    
| |  | Title:                         | Authorized Signatory 
|
|
| |  | PARADISE ENTERPRISES LIMITED  
|
|
|
|
| |  | By:                            | /s/ William C. Murtha
| |  | Name:                          | William C. Murtha    
| |  | Title:                         | Authorized Signatory 
|
|
| |  | PARADISE ACQUISITIONS LIMITED 
|
|
|
|
| |  | By:                            | /s/ William C. Murtha
| |  | Name:                          | William C. Murtha    
| |  | Title:                         | Authorized Signatory 



15

| |  |                                       |                      
| |  | ------------------------------------- | ---------------------
| |  | SUN INTERNATIONAL DEVELOPMENT LIMITED
|
|
|
|
| |  | By:                                   | /s/ William C. Murtha
| |  | Name:                                 | William C. Murtha    
| |  | Title:                                | Authorized Signatory 
|
|
| |  | PARADISE ISLAND FUTURES LIMITED      
|
|
|
|
| |  | By:                                   | /s/ William C. Murtha
| |  | Name:                                 | William C. Murtha    
| |  | Title:                                | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL RESORTS, INC.      
|
|
|
|
| |  | By:                                   | /s/ William C. Murtha
| |  | Name:                                 | William C. Murtha    
| |  | Title:                                | Authorized Signatory 
|
|
| |  | PIV, INC.                            
|
|
|
|
| |  | By:                                   | /s/ William C. Murtha
| |  | Name:                                 | William C. Murtha    
| |  | Title:                                | Authorized Signatory 
|
|
| |  | ISS, INC.                            
|
|
|
|
| |  | By:                                   | /s/ William C. Murtha
| |  | Name:                                 | William C. Murtha    
| |  | Title:                                | Authorized Signatory 
|
|

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| |  |                                           |                      
| |  | ----------------------------------------- | ---------------------
| |  | SUN INTERNATIONAL MARKETING, INC.        
|
|
|
|
| |  | By:                                       | /s/ William C. Murtha
| |  | Name:                                     | William C. Murtha    
| |  | Title:                                    | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL NEW YORK, INC.         
|
|
|
|
| |  | By:                                       | /s/ William C. Murtha
| |  | Name:                                     | William C. Murtha    
| |  | Title:                                    | Authorized Signatory 
|
|
| |  | SUN INTERNATIONAL DEVELOPMENT GROUP,
INC.
|
|
|
|
| |  | By:                                       | /s/ William C. Murtha
| |  | Name:                                     | William C. Murtha    
| |  | Title:                                    | Authorized Signatory 
|
|
| |  | SUN VACANCES SA                          
|
|
|
|
| |  | By:                                       | /s/ William C. Murtha
| |  | Name:                                     | William C. Murtha    
| |  | Title:                                    | Authorized Signatory 
|
|
| |  | SUN COVE NEW YORK, INC.                  
|
|
|
|
| |  | By:                                       | /s/ William C. Murtha
| |  | Name:                                     | William C. Murtha    
| |  | Title:                                    | Authorized Signatory 
|
|



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