Exhibit 4.3(d)
May 22, 2002
Canadian Imperial Bank of Commerce,
as Administrative Agent
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Fourth Amended and Restated Revolving Credit Agreement
Ladies and Gentlemen:
Please refer to that certain Fourth Amended and Restated Revolving Credit Agreement dated as of
November 9, 2001 among Sun International Hotels Limited, Sun International North America, Inc., Sun International
Bahamas Limited, various financial institutions and Canadian Imperial Bank of Commerce, as the administrative
agent for such financial institutions (as the same has been amended or modified, the "Credit Agreement").
Capitalized terms used in this letter and not otherwise defined shall have the meanings ascribed thereto in the
Credit Agreement.
Section 2.2.3 of the Credit Agreement permits the Borrowers to request an optional increase of up to
$150,000,000 in the Commitment Amount. This letter will evidence the formal request of the Borrowers to increase
the Commitment Amount by $100,000,000, effective as of May 31, 2002. After giving effect to such increase, the
Commitment Amount under the Credit Agreement will be $300,000,000. The Administrative Agent and the Borrowers
have agreed that the $100,000,000 in new Commitments will be allocated among such financial institutions as may
be mutually agreed by the Administrative Agent and the Borrowers. This letter will also confirm that each
Increasing Lender will receive a fee of 25 basis points on the amount of the increase in its Commitment and that
each Additional Increasing Lender will receive a fee of 25 basis points on the amount of its new Commitment.
Upon the effectiveness of the proposed increase to the Commitment Amount, the Borrowers shall issue
replacement Notes to each Increasing Lender and new Notes to each Additional Increasing Lender. To the extent
that such increase results in any loss or expense to any Lender as the result of the prepayment of any LIBO Rate
Loan on a date other than the scheduled last day of the interest period applicable thereto, the Borrowers shall
be responsible for such loss or expenses pursuant to Section 4.4.
If this letter accurately reflects your understanding please so indicate by signing in the space
provided below and returning a copy of this letter to us.
Very truly yours,
SUN INTERNATIONAL HOTELS LIMITED
By: ____________________________________
Its:____________________________________
SUN INTERNATIONAL NORTH AMERICA, INC.
By: ____________________________________
Its:____________________________________
SUN INTERNATIONAL BAHAMAS LIMITED
By: ____________________________________
Its:____________________________________
Accepted and Agreed
as of June 4, 2002:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By:______________________________________
Title: Managing Director,
CIBC World Markets Corp., AS AGENT
