LETTER AMENDMENT
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
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
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.Xxxxx Inc. and Bear Xxxxxxx Corporate Lending Inc., as co-syndication agents (collectively in such capacities, the “Co-Syndication Agents”) and Bank of America, N.A. and Xxxxx 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.
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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/ Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory |
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SUN INTERNATIONAL NORTH AMERICA, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Title: | Senior Vice President |
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SUN INTERNATIONAL BAHAMAS LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
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/ Xxxx X. Xxxxxxx | ||
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 |
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By: | /s/ Xxxx X. Xxxxxxx | ||
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 |
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By: | /s/ Xxxxxx X. Xxxxxxx | By: | /s/ Xxxxx X. Xxxxxx | ||||
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/ Xxxxx Xxxx | ||
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 |
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By: | /s/ Xxxxxxx Xxxxxx | ||
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 |
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By: | /s/ Xxxx X. Xxxxxxxx | ||
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/ |
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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/ Xxxxxxx X. Xxxxxx |
||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN HOTELS INTERNATIONAL MANAGEMENT NV | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL FINANCE LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN HOTELS INTERNATIONAL (BERMUDA), LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | /s/ Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
ABERDEEN MANAGEMENT LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL MANAGEMENT LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PARADISE ISLAND LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL TIMESHARE LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PARADISE SECURITY SERVICES LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PURPOSEFUL BV | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL MARKETING (UK) LTD. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN COVE, LTD. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL DEVELOPMENT (TIMESHARE) LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
ISLAND HOTEL COMPANY LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUNONLINE LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
BAHAMAS - TRADING LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL NETWORK DATA LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUNONLINE (IOM) LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL NETWORK SERVICES LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN COVE CALIFORNIA, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL NEVADA, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PARADISE BEACH INN LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PARADISE ENTERPRISES LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PARADISE ACQUISITIONS LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory |
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SUN INTERNATIONAL DEVELOPMENT LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PARADISE ISLAND FUTURES LIMITED | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL RESORTS, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
PIV, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
ISS, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
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SUN INTERNATIONAL MARKETING, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL NEW YORK, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN INTERNATIONAL DEVELOPMENT GROUP, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN VACANCES SA | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||
SUN COVE NEW YORK, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Authorized Signatory | ||