EXHIBIT (4)(e)(4)

                                                     
                                                                      

                                   INTER-BORROWER AGREEMENT dated as of
                              March 10, 1997, between SUN INTERNATIONAL
                              HOTELS LIMITED, an international business
                              company organized under the laws of the
                              Commonwealth of The Bahamas ("Sun"), and SUN
                              INTERNATIONAL NORTH AMERICA, INC., a Delaware
                              corporation ("SINA").


                         WHEREAS Sun and SINA are co-obligors on
               $200 million principal amount of senior subordinated notes
               (the "Notes") under an Indenture (the "Indenture") dated as
               of March 10, 1997 among Sun, SINA, various subsidiaries of
               Sun, as guarantors (the "Guarantors"), and the Bank of
               New York, as trustee (the "Trustee");

                         WHEREAS Sun and SINA intend to use a significant
               portion of the proceeds of the offering of the Notes to
               retire certain existing indebtedness of SINA and the
               remaining portion of such proceeds for various corporate
               purposes of Sun and SINA; and

                         WHEREAS Sun and SINA wish to properly allocate
               their respective responsibilities with respect to the Notes;

                         NOW, THEREFORE,  in consideration of the mutual
               covenants and undertakings contained herein and for other
               good and valuable consideration, the receipt and sufficiency
               of which are hereby acknowledged, the parties hereto hereby
               agree as follows:


                                         ARTICLE I

                                      Use of Proceeds

                         SECTION 1.01.  Allocation.  Upon consummation of
               the sale of the Notes, Sun and SINA shall allocate the
               proceeds from the sale of the Notes (the "Proceeds") between
               them.  The portion of the Proceeds that is used to refinance
               existing indebtedness of SINA or otherwise used in SINA's
               business shall be deemed the SINA Proceeds.  The remaining
               Proceeds shall be deemed the Sun Proceeds.<PAGE>


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                                           ARTICLE II

                                          Payment

                         SECTION 2.01.  Several Payment Obligations.  Sun
               and SINA shall severally pay all interest (including
               liquidated damages and additional amounts, if any) and
               principal on the Notes attributable to Sun Proceeds and the
               SINA Proceeds, respectively.  The several obligations
               hereunder shall include all obligations under the Notes and
               the Indenture, including any redemption or rights of holders
               of Notes to require repurchase of Notes.

                         SECTION 2.02.  Reimbursement.  If Sun or SINA
               makes any payment with respect to the Notes that is greater
               than its obligation set forth in Section 2.01 above, it
               shall be promptly reimbursed by the other for any such
               excess.

                         SECTION 2.03.  No Limitation of Rights of
               Noteholders.  Nothing in this Agreement shall affect the
               rights of holders of Notes to collect amounts due under the
               Notes or to enforce any other obligation of Sun or SINA
               under the Notes or the Indenture.  The rights and
               obligations set forth in this Agreement are set forth for
               purposes of allocating solely as between Sun and SINA their
               equitable responsibilities relative to each other with
               respect to their joint obligations under the Notes and the
               Indenture.


                                        ARTICLE III

                                      Indemnification

                         SECTION 3.01.  Indemnification.  Sun and SINA
               hereby indemnify each other and their respective affiliates
               from and against and agree to hold each of them harmless
               from any and all damage, loss, liability and expense,
               including reasonable expenses of investigation and
               reasonable attorneys' fees and expenses in connection with
               any action, suit or proceeding incurred or suffered by
               either of them or their affiliates arising out of any breach
               of any covenant or agreement made or to be performed
               pursuant to this Agreement.<PAGE>


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                            SECTION 3.02.  Procedures.  The party seeking
               indemnification (the "Indemnified Party") hereunder shall
               give prompt notice to the party against whom indemnity is
               sought (the "Indemnifying Party") at the assertion of any
               claim, or the commencement of any suit, action or
               proceeding, in respect of which indemnification may be
               sought hereunder.  The Indemnifying Party may, and at the
               request of the Indemnified Party shall, participate in and
               control the defense of any such suit, action or proceeding
               at its own expense.  The Indemnifying Party shall not be
               liable for any settlement effected without its consent of
               any claim, litigation or proceeds in respect of which
               indemnification may be sought hereunder.


                                        ARTICLE IV

                                       Miscellaneous

                         SECTION 4.01.  Notices.  All notices, requests and
               other communications hereunder shall be in writing
               (including fax) and shall be sent, delivered or mailed,
               addressed, or faxed:

                         (a)  if to Sun, to:

                            Sun International Hotels Limited
                            Atlantis Hotel Executive Offices
                            Coral Towers
                            Paradise Island, The Bahamas
                            (T) (809) 363-2516
                            (F) (809) 363-2703

                            Attention of Charles Adamo, Esq.

                            with a copy to:

                            James M. Edwards, Esq.
                            Cravath, Swaine & Moore
                            825 Eighth Avenue
                            New York, NY 10019
                            (T) (212) 474-1688
                            (F) (212) 474-3700<PAGE>


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                            (b) if to SINA, to:

                            Sun International North America, Inc.
                            c/o Griffin Gaming & Entertainment
                            1133 Boardwalk
                            Atlantic City, NJ 08401
                            (T) (609) 340-6100
                            (F) (609) 345-3260

                            Attention of Mr. Matthew Kearney


               Each such notice, request or other communication shall be
               given (i) by hand delivery, (ii) by nationally recognized
               courier service or (iii) by fax, receipt confirmed.  Each
               such notice, request or communication shall be effective
               (A) if delivered by hand or by nationally recognized courier
               service, when delivered at the address specified in this
               Section 4.01 (or in accordance with the latest unrevoked
               written direction from such party) and (B) if given by fax,
               when such fax is transmitted to the fax number specified in
               this Section 4.01 (or in accordance with the latest
               unrevoked written direction from such party), and the
               appropriate confirmation is received.

                         SECTION 4.02.  Interpretation.  The headings
               contained in this Agreement are for reference purposes only
               and shall not affect in any way the meaning or
               interpretation of this Agreement.  Whenever the words
               "included", "includes" or "including" are used in this
               Agreement, they shall be deemed to be followed by the words
               "without limitation".

                         SECTION 4.03.  Severability.  The provisions of
               this Agreement shall be deemed severable and the invalidity
               or unenforceability of any provision shall not affect the
               validity or enforceability of the other provisions hereof. 
               If any provision of this Agreement, or the application
               thereof to any person or entity or any circumstance, is
               found to be invalid or unenforceable in any jurisdiction,
               (a) a suitable and equitable provision shall be substituted
               therefor in order to carry out, so far as may be valid and
               enforceable, the intent and purpose of such invalid or
               unenforceable provision and (b) the remainder of this
               Agreement and the application of such provision to other<PAGE>


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                  persons or circumstances shall not be affected by such
               invalidity or unenforceability, nor shall such invalidity or
               unenforceability affect the validity or enforceability of
               such provision, or the application thereof, in any other
               jurisdiction.

                         SECTION 4.04.  Counterparts.  This Agreement may
               be executed in one or more counterparts, each of which shall
               be deemed an original and all of which shall, taken
               together, be considered one and the same agreement, it being
               understood that both parties need not sign the same
               counterpart.

                         SECTION 4.05.  Entire Agreement; No Third Party
               Beneficiaries.  This Agreement together with the Indenture
               (a) constitutes the entire agreement and supersedes all
               prior agreements and understandings, both written and oral,
               among the parties with respect to the subject matter hereof
               and (b) is not intended to confer upon any person, other
               than the parties hereto, any rights or remedies hereunder.

                         SECTION 4.06.  Further Assurances.  Each party
               shall execute, deliver, acknowledge and file such other
               documents and take such further actions as may be reasonably
               requested from time to time by the other party hereto to
               give effect to and carry out the transactions contemplated
               herein.

                         SECTION 4.07.  Governing Law; Equitable Remedies. 
               This Agreement shall be governed by and construed in
               accordance with the laws of the State of New York,
               regardless of the laws that might otherwise govern under
               applicable principles of conflicts of law.<PAGE>


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                            IN WITNESS WHEREOF, the parties have caused this
               Agreement to be duly executed and delivered, all as of the
               date first set forth above.


                                             SUN INTERNATIONAL HOTELS
                                             LIMITED,

                                               by
                                                                           
                                                 Name:
                                               
                                                 Title:
                                               


                                             SUN INTERNATIONAL NORTH
                                             AMERICA, INC.,

                                               by
                                                                           
                                                 Name:
                                               
                                                 Title:
                                               <PAGE>