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.

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


		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


		THE AMENDMENT SET FORTH ABOVE IS HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:


		CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent




		By:	/s/ Paul J. Chakmak

		Title:	Managing Director, CIBC World Markets Corp., AS AGENT


THE AMENDMENT SET FORTH ABOVE IS HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:


For and on behalf of ABSA 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


		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


		THE AMENDMENT SET FORTH ABOVE IS HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:


		BANK OF AMERICA NAME OF INSTITUTION




		By:	/s/ Matthew Koenig

		Title:	Managing Director


		THE AMENDMENT SET FORTH ABOVE IS HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:


		FLEET NATIONAL BANK NAME OF INSTITUTION




		By:	/s/ John T. Harrison

		Title:	Senior Vice President


		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


		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


		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


		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


		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


		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


		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


		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

KERZNER INTERNATIONAL NORTH AMERICA INC 10-K/A