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                                                                    EXHIBIT 4.59

                      AMENDED AND RESTATED NOTE ASSIGNMENT


         THIS AMENDED AND RESTATED NOTE ASSIGNMENT dated as of November 12, 1997
(this "Assignment" or this "Agreement"), is made by Horseshoe Gaming, L.L.C., a
Delaware limited liability company (the "Company"), in favor of Canadian
Imperial Bank of Commerce ("CIBC"), as agent (the "Agent") for the ratable
benefit of the Lenders (as herein after defined) and United States Trust Company
of New York (the "Collateral Agent"), for the ratable benefit of the Senior
Noteholders (as defined herein).

                                R E C I T A L S:

         WHEREAS, the Company has authorized the issuance of up to $150,000,000
of its Senior Secured Credit Facility Notes due September 30, 1999 pursuant to a
Amended and Restated Credit Agreement dated as of October 10, 1995, as amended
prior to the date hereof, among the Company, Robinson Property Group Limited
Partnership, a Mississippi limited partnership, as guarantor ("RPG"), and Debis
Financial Services, Inc. and other financial institutions (collectively the
"Note Purchasers" and individually, a "Note Purchaser") (as so amended, the
"Senior Secured Credit Facility Note Purchase Agreement");

         WHEREAS, the Company has (a) issued $150,000,000 aggregate principal
amount of 12.75% Senior Notes due September 30, 2000 (the "Senior Notes"), and
(b) issued $150,000,000 aggregate principal amount of Senior Notes, pursuant to
the Senior Note Purchase Agreement (the "Senior Note Purchase Agreement") dated
as of October 10, 1995, among the Company, RPG, as guarantor, and the purchasers
named therein;

         WHEREAS, the Company, RPG and U.S. Trust Company of California, N.A.,
as trustee, have executed an indenture dated as of October 10, 1995 (the
"Indenture"), relating to the Senior Notes;

         WHEREAS, the Company has loaned up to $82,000,000 to HE (the "HE
Intercompany Senior Loan") for the purpose of refinancing existing indebtedness
and expanding the existing facilities of the Horseshoe Bossier City Casino which
is 100% owned by HE, and in order to evidence the HE Intercompany Senior Loan,
HE has issued to the Company its promissory notes (the "HE Intercompany Senior
Notes");

         WHEREAS, the Company has loaned up to $74,500,000 to RPG (the "RPG
Intercompany Senior Loan") for the purpose of refinancing existing indebtedness
and expanding the existing facilities of the Horseshoe Tunica Casino which is
100% owned by RPG, and in order to evidence the RPG Intercompany Senior Loan,
RPG has issued to the Company its promissory notes (the "RPG Intercompany Senior
Notes");

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         WHEREAS, the Company may finance its current or future Subsidiaries by
lending money to such Subsidiaries;

         WHEREAS, pursuant to a Note Assignment dated as of October 10, 1995
(the "Original Note Assignment"), the obligations of the Company under the
Senior Secured Credit Facility Note Purchase Agreement and the Indenture were
secured by, among other collateral, the intercompany notes, together with the
collateral and related documents that secure such notes, issued or to be issued
in connection with the loans described in the immediately preceding three
recitals;

         WHEREAS, pursuant to that certain letter agreement dated as of the date
hereof between the remaining Note Purchaser and the Agent, the remaining Note
Purchaser assigned to the Agent all of the rights, duties and obligations of the
Note Purchasers in connection with the Senior Secured Credit Facility Note
Purchase Agreement and the documents executed in connection therewith;

         WHEREAS, pursuant to an Amended and Restated Credit Facility Agreement
of even date herewith, (the "Amended and Restated Credit Agreement"), the
Company, various financial institutions as are or may become parties thereto
(the "Lenders") and the Agent amended and restated the Senior Secured Credit
Facility Note Purchase Agreement in its entirety;

         WHEREAS, it is a condition precedent to the execution, delivery and
performance of the Amended and Restated Credit Agreement by the Lenders, CIBC
and the Agent, including the extension of availability of credit to the Company,
that the Company amend and restate its obligations under the Original Note
Assignment on the terms, and subject to the conditions set forth herein, it
being understood that in so doing the Company expressly disclaims any interest
to effect a novation or extinguishment or discharge of the Original Note
Assignment as a result of entering into this Agreement and the other documents
contemplated herein;

         NOW, THEREFORE, in consideration of, and in order to induce, the
execution, delivery and performance of the Amended and Restated Credit Agreement
by the Lenders, CIBC and the Agent, including the extension of availability of
credit to the Company and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged by the Company, the Company hereby
amends and restates the Original Note Assignment in its entirety as follows:

         SECTION 1. TERMS AND DEFINITIONS.

         Section 1.1 Definitions. Except as otherwise specified or as the
context may otherwise require, the following terms shall have the respective
meanings set forth below whenever used in this Agreement:

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         (a) "Proceeds" shall mean all "proceeds", as such term is defined in
the UCC and, in any event, shall mean and include, but not be limited to, (i)
any and all proceeds of any insurance, indemnity, warranty or guaranty payable
to the Company from time to time with respect to any of the Assigned Collateral
(as defined in Section 2), (ii) any and all payments (in any form whatsoever)
made or due and payable to the Company from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Assigned Collateral by any governmental authority, body, bureau or
agency (or any Person acting under color of governmental authority) and (iii)
any and all other amounts from time to time paid or payable under or in
connection with any of the Assigned Collateral.

         (b) "Senior Noteholders" shall mean the holders of the Senior Notes.

         (c) "UCC" shall mean the Uniform Commercial Code as in effect in the
State of New York.

         Section 1.2 Additional Terms. All other capitalized terms used herein
but not otherwise defined herein shall have the respective meanings ascribed
thereto in the Amended and Restated Credit Agreement.

         SECTION 2. ASSIGNMENT.

         Section 2.1 Assigned Collateral.

         (a) The Company hereby assigns, conveys, pledges, hypothecates and
transfers to the Agent, for the ratable benefit of the Lenders, and the
Collateral Agent, for the ratable benefit of the Senior Noteholders and hereby
grants to the Agent, for the ratable benefit of the Lenders, and the Collateral
Agent, for the ratable benefit of the Senior Noteholders an irrevocable and
unconditional security interest in, the following (collectively, the "Assigned
Collateral"):

                  (i) the HE Intercompany Senior Notes and all distributions of
         cash, instruments and other property from time to time received,
         receivable or otherwise distributed in respect of the HE Intercompany
         Senior Notes and all collateral and related documents and filings
         assigned to the Agent, for the ratable benefit of the Lenders, and the
         Collateral Agent, for the ratable benefit of the Senior Noteholders, to
         secure the same;

                  (ii) the RPG Intercompany Senior Notes and all distributions
         of cash, instruments and other property from time to time received,
         receivable or otherwise distributed in respect of the RPG Intercompany
         Senior Notes and all collateral and related documents and filings
         assigned to the Agent, for the ratable benefit of the Lenders and the
         Collateral Agent, for the ratable benefit of the Senior Noteholders, to
         secure the same;

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                  (iii) the intercompany senior note or notes to be issued upon
         the making of a loan to any other Subsidiary or Subsidiaries (the "New
         Subsidiary Intercompany Senior Notes") and all distributions of cash,
         instruments and other payments from time to time received, receivable
         or otherwise distributed in respect of any New Subsidiary Intercompany
         Senior Notes and all collateral and related documents and filings
         assigned to the Agent, for the ratable benefit of the Lenders and the
         Collateral Agent, for the ratable benefit of the Senior Noteholders to
         secure the same;

                  (iv) all Proceeds of any and all of the foregoing Assigned
         Collateral.

         (b) The Assigned Collateral secures the payment of all obligations (the
"Secured Obligations") of every kind and character now or hereafter existing
(whether matured or unmatured, contingent or liquidated) of the Company under
(i) the Amended and Restated Credit Agreement, (ii) the Secured Hedging
Obligations, (iii) the Indenture and (iv) this Agreement (as such agreements
hereafter may be amended, supplemented or otherwise modified from time to time)
including, without limitation, the Notes, whether for principal, interest,
premium, fees, expenses, reimbursement, indemnification or otherwise, the Senior
Notes, whether for principal, interest, premium, fees, expenses, reimbursement,
indemnification or otherwise, and the Letters of Credit.

         Section 2.2 Exercise of Rights. So long as no Event of Default shall
have occurred and be continuing, the Company shall be entitled to exercise its
rights as the payee under the HE Intercompany Senior Notes, the RPG Intercompany
Senior Notes and any New Subsidiary Intercompany Senior Notes and to exercise
any and all rights pertaining to the Assigned Collateral for any purpose not
inconsistent with the terms of this Agreement, including using any distributions
received in respect of the HE Intercompany Senior Notes, the RPG Intercompany
Senior Notes and any New Subsidiary Intercompany Senior Notes to make payments
on the Notes, the Secured Hedging Obligations, the Letters of Credit and the
Senior Notes; provided, the Company shall not exercise any such right if such
action could have a Material Adverse Effect. Subject to the provisions of
Section 11, upon the occurrence and during the continuance of an Event of
Default, subject to the applicable Gaming Laws, at the option of the Agent, or
the Collateral Agent, all rights of the Company to exercise or refrain from
exercising its rights as the payee under the HE Intercompany Senior Notes, the
RPG Intercompany Senior Notes and any New Subsidiary Intercompany Senior Notes,
without any demand or notice of any kind, shall cease and all such rights shall
thereupon become vested in the Agent, for the ratable benefit of the Lenders,
and the Collateral Agent, for the ratable benefit of the Senior Noteholders, who
shall thereafter have the sole right to exercise or refrain from exercising the
rights of the Company as the payee under the HE Intercompany Senior Notes, the
RPG Intercompany Senior Notes and any New Subsidiary Intercompany Senior Notes
and to require any distributions in respect of the HE Intercompany Senior Notes,
the RPG Intercompany Senior Notes and any New Subsidiary Intercompany Senior
Notes be paid directly to the Agent.

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         SECTION 3. SECURITY INTEREST ABSOLUTE. All rights of the Agent, the
Lenders, the Collateral Agent and the Senior Noteholders and security interests
hereunder, and all obligations of the Company hereunder, shall be absolute and
unconditional irrespective of:

         (a) any lack of validity or enforceability of any provision of the
Amended and Restated Credit Agreement, the Senior Note Purchase Agreement, the
Indenture or any other Loan Document or any other agreement or instrument
relating thereto;

         (b) any change in the time, manner or place of payment of, or in any
other term of, or any increase in the amount of, all or any of the Secured
Obligations, or any other amendment or waiver of any term of, or any consent to
any departure from any requirement of, the Amended and Restated Credit
Agreement, the Senior Note Purchase Agreement, the Indenture or any other Loan
Document thereto;

         (c) any exchange, release or non-perfection of any Lien on any other
collateral for, or any release or amendment or waiver of any term of any
guaranty of, or consent to departure from any requirement of any guaranty of,
all or any of the Secured Obligations;

         (d) any failure on the part of the Agent, the Collateral Agent or the
Senior Noteholders to give notice of any kind, mitigate the damages resulting
from the default by the Company under the Amended and Restated Credit Agreement,
the Senior Note Purchase Agreement, the Indenture or this Assignment or protect,
secure, perfect and insure any lien on the Assigned Collateral; or

         (e) any other circumstance which might otherwise constitute a defense
available to, or a discharge or release of, a borrower or a pledgor or otherwise
limit the obligations of the Company under this Assignment.

         SECTION 4. DELIVERY OF ASSIGNED COLLATERAL. Subject to the terms of the
Intercreditor Agreement, all instruments representing or evidencing the Assigned
Collateral including, without limitation, the HE Intercompany Senior Notes, the
RPG Intercompany Senior Notes, have been or will be delivered to a
representative of the Agent who shall hold all such instruments on behalf of all
of the Lenders and the Senior Noteholders. Subject to the terms of the
Intercreditor Agreement, upon payment in full of the obligations of the Company
due under the Amended and Restated Credit Agreement, the Company shall cause all
such instruments to be delivered to the Collateral Agent and the Collateral
Agent shall hold all such instruments on behalf of the Senior Noteholders
pursuant hereto. All instruments representing or evidencing Assigned Collateral
shall be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Agent and the Collateral Agent. Subject to the
provisions in Section 11, after the occurrence of an Event of Default, the Agent
and the Collateral Agent shall have the right, at any time in their discretion
and without notice to the Company, to transfer to or to register in the name of
the Agent, or its nominee, any or all of the Assigned

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Collateral. In addition, subject to the provisions in Section 11, the Agent, the
Lenders, the Collateral Agent and the Senior Noteholders shall have the right at
any time after the occurrence of an Event of Default to exchange instruments
representing or evidencing Assigned Collateral for instruments of smaller or
larger denominations. The Agent shall determine who should hold the HE
Intercompany Senior Notes, the RPG Intercompany Senior Notes and any New
Subsidiary Intercompany Senior Notes as secured party on behalf of all of the
Lenders.

         SECTION 5. APPOINTMENT AS ATTORNEY-IN-FACT.

         (a) Subject to the provisions in Section 11, effective upon the
occurrence and during the continuance of an Event of Default, the Company hereby
irrevocably constitutes and appoints the Agent and the Collateral Agent, their
agents, representatives and designees, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Company and in the name of the Company or in their
own names, from time to time in the Agent's or the Collateral Agent's, whichever
applicable, discretion, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Agreement (except, without limiting the generality of the
foregoing, that neither the Agent or the Collateral Agent shall ratify any of
their own actions pursuant to this power of attorney) and, without limiting the
generality of the foregoing, hereby gives the Agent or the Collateral Agent,
whichever applicable, in their or its sole discretion the power and right, on
behalf of the Company, without notice to or assent by the Company, to do the
following:

                  (i) to ask, demand, collect, receive and give acquittances and
         receipts for any and all monies due and to become due under any
         Assigned Collateral and, in the name of the Company or their own names
         or otherwise, to take possession of and endorse and collect any checks,
         drafts, notes, acceptances or other instruments for the payment of
         monies due under any Assigned Collateral and to file any claim or to
         take any other action or proceeding in any court of law or equity or
         otherwise deemed appropriate by the Agent and the Collateral Agent for
         the purpose of collecting any and all such monies due under any
         Assigned Collateral whenever payable and to file any claim or to take
         any other action or proceeding in any court of law or equity or
         otherwise deemed appropriate by the Agent or the Collateral Agent,
         whichever applicable, for the purpose of collecting any and all such
         moneys due under any Assigned Collateral whenever payable;

                  (ii) to pay or discharge taxes, liens, security interests or
         other encumbrances levied or placed on or threatened against the
         Assigned Collateral; and

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                  (iii) to exercise any and all rights granted to the Company
         under the HE Intercompany Senior Notes, the RPG Intercompany Senior
         Notes and any New Subsidiary Intercompany Senior Notes.

         The Company hereby ratifies all that said attorney shall lawfully do or
cause to be done by virtue hereof and acknowledges that this power of attorney
is a power coupled with an interest and shall be irrevocable.

         (b) The powers conferred on the Agent and the Collateral Agent
hereunder are solely to protect the Agent's, the Lenders, the Collateral Agent's
and the Senior Noteholders' interests in the Assigned Collateral and shall not
impose any duty upon the Agent, the Collateral Agent or the Lenders to exercise
any such powers. The Agent and the Collateral Agent shall be accountable only
for amounts that they actually receive as a result of the exercise of such
powers and none of the Agent, the Collateral Agent nor any of their agents,
representatives or designees shall be responsible to the Company for any act or
failure to act, except for any act involving its gross negligence or willful
misconduct.

         (c) Nothing in this Agreement shall authorize the Agent, the Lenders,
the Collateral Agent or the Senior Noteholders prior to an Event of Default (i)
to participate in the management of or to operate any facility owned or operated
by the Company or any of its Affiliates or (ii) to control decisions regarding
the disposal or other management of hazardous substances generated, used or
handled by the Company or any of its Affiliates.

         SECTION 6. WAIVERS. The Company hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim based upon, arising out
of, or relating to, this Assignment, the transactions contemplated by the
Amended and Restated Credit Agreement, the Senior Note Purchase Agreement, the
Indenture or the actions of the Agent or the Lenders in the negotiation,
administration, performance or enforcement thereof. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any
court and that relate to the subject matter of this transaction, including,
without limitation, contract claims, tort claims, breach of duty claims and all
other common law and statutory claims. The Company acknowledges that this waiver
is a material inducement to the Lenders and the Senior Noteholders to enter into
a business relationship with the Company and its Affiliates and that the Lenders
and the Senior Noteholders have already relied on this waiver in entering into
this Agreement and the Loan Documents and will continue to rely on this waiver
in their related future dealings. The Company further warrants and represents
that it has reviewed this waiver with its legal counsel, and that it knowingly
and voluntarily waives its jury trial rights following consultation with legal
counsel. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT OR

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ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of litigation,
this Agreement may be filed as a written consent to a trial by the court.

         SECTION 7. REPRESENTATIONS OF THE COMPANY. The Company hereby
represents and warrants to the Agent, for the ratable benefit of the Lenders,
and the Collateral Agent, for the ratable benefit of the Senior Noteholders as
follows:

         Section 7.1 No Liens. The Company is the legal and beneficial owner of
the Assigned Collateral free and clear of any Lien, except for (i) the security
interest created by this Agreement. No effective security agreement, financing
statement or other instrument similar in effect covering all or any part of the
Assigned Collateral is on file in any recording office, except such as may have
been filed (i) in favor of the Agent, for the ratable benefit of the Lenders, or
the Collateral Agent, for the ratable benefit of the Senior Noteholders relating
to this Agreement. The Company has no trade names.

         Section 7.2 Security Interest. This Agreement and the pledge and
delivery of the Assigned Collateral pursuant hereto constitute a valid and
continuing Lien on the Assigned Collateral and create a valid and perfected
first priority security interest in the Assigned Collateral in favor of the
Agent, for the ratable benefit of the Lenders and the Collateral Agent, for the
ratable benefit of the Senior Noteholders, subject to the terms of the
Intercreditor Agreement, securing the payment of the Secured Obligations, and
all filings and other actions necessary or desirable to perfect and protect such
security interest have been duly taken.

         SECTION 8. COVENANTS. The Company covenants and agrees that on and
after the date hereof, so long as this Agreement shall remain in effect, it
shall comply with the following provisions:

         Section 8.1 Limitation on Liens. The Company shall not, directly or
indirectly, create, receive, assume or permit to exist or otherwise cause or
permit to become in effect any Lien upon or with respect to the Assigned
Collateral, other than the Liens granted to the Agent, for the ratable benefit
of the Lenders and the Collateral Agent, for the ratable benefit of the Senior
Noteholders, pursuant to this Assignment or pursuant to the Amended and Restated
Credit Agreement or pursuant to the Senior Note Purchase Agreement.

         Section 8.2 Continuous Perfection. The Company shall not change its
name, identity or structure in any manner which might make any financing or
continuation statement filed hereunder misleading within the meaning of Section
9-402 (7) of the UCC (or any other then applicable provision of the UCC) unless
the Company shall have given the Agent at least 90 days' prior written notice of
its intention to so change and shall have taken all action (or made arrangements
to take such action substantially simultaneously with such change if it is
impossible to take such action in advance) necessary, or reasonably requested by
the Agent or

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the Collateral Agent, to amend such financing or continuation statement so that
it is not misleading.

         Section 8.3 New Intercompany Senior Notes. The New Subsidiary
Intercompany Senior Notes shall be in substantially the form of the HE
Intercompany Senior Notes (if not a wholly-owned subsidiary of the Company) and
the RPG Intercompany Senior Notes (if a wholly-owned subsidiary).

         Section 8.4 Amendments to Intercompany Senior Loan Notes. The Company
shall not amend the HE Intercompany Senior Note, the RPG Intercompany Senior
Note or any New Subsidiary Intercompany Senior Note without the consent of the
Agent.

         Section 8.5 Further Assurances.

         (a) From time to time, at the expense of the Company, the Company will
promptly execute and deliver all further instruments and documents and take all
further action, that may be necessary or desirable, or that the Agent or the
Collateral Agent reasonably may request, in order to perfect and protect any
pledge, assignment or security interest granted or purported to be granted
hereby or to enable the Agent or the Collateral Agent to exercise and enforce
their or its rights and remedies hereunder with respect to any Assigned
Collateral. Without limiting the generality of the foregoing, the Company will
execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Agent or the Collateral Agent may request, in order to
perfect and preserve the pledge, assignment and security interest granted or
purported to be granted hereby.

         (b) The Company hereby authorizes the Agent and the Collateral Agent to
file one or more financing or continuation statements, and amendments thereto,
relating to all or any part of the Assigned Collateral without the signature of
the Company where permitted by law. A photocopy or other reproduction of this
Agreement or any financing statement covering the Assigned Collateral or any
part thereof shall be sufficient as a financing statement where permitted by
law.

         (c) The Company will furnish to the Agent and the Collateral Agent from
time to time statements and schedules further identifying and describing the
Assigned Collateral and such other reports in connection with the Assigned
Collateral as the Agent reasonably may request, all in reasonable detail.

         SECTION 9. EVENTS OF DEFAULT; REMEDIES.

         Section 9.1 Event of Default. If any Event of Default shall occur and
be continuing (for any reason whatsoever and whether it shall be voluntary or
involuntary or by operation of law or otherwise), then (subject to the
Intercreditor Agreement) (a) all payments received by

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the Company under or in connection with any of the Assigned Collateral shall be
held by the Company in trust for the Agent, shall be segregated from other funds
of the Company and shall forthwith upon receipt by the Company be turned over to
the Agent for the ratable benefit of the Lenders in the same form as received by
the Company (duly endorsed by the Company to the Agent, if required); (b) any
and all such payments so received by the Agent (whether from the Company or
otherwise) will be applied by the Agent against the Secured Obligations; and (c)
any amount remaining after payment in full of all the Secured Obligations shall
be paid over to the Company.

         Section 9.2 Remedies.

         (a) Subject to the terms of the Intercreditor Agreement, if any Event
of Default shall occur and be continuing, the Agent and the Collateral Agent may
exercise in addition to all other rights and remedies granted to them in this
Agreement, the Amended and Restated Credit Agreement, the Indenture and any
other instrument or agreement securing, evidencing or relating to the Secured
Obligations, all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing, the Company expressly agrees that in
any such event the Agent, for the ratable benefit of the Lenders, or the
Collateral Agent, for the ratable benefit of the Senior Noteholders, without
demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale)
to or upon the Company or any other Person (all and each of which demands,
advertisements and/or notices are hereby expressly waived), may (subject to the
terms of the Intercreditor Agreement), forthwith assume, collect, receive,
appropriate and realize upon the Assigned Collateral, or any part thereof,
and/or may forthwith sell, lease, assign, give an option or options to purchase,
or sell or otherwise dispose of and deliver said Assigned Collateral (or
contract to do so), or any part thereof, in one or more parcels at a public or
private sale or sales, at any exchange broker's board or at its offices or
elsewhere at such prices as the Agent or the Collateral Agent may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Agent or the Collateral Agent shall have the right upon any such public sale
or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of said Assigned Collateral so sold,
free of any right or equity of redemption, which equity of redemption the
Company hereby releases, and in lieu of payment of such actual purchase price
may set-off the amount of such purchase price against the Secured Obligations
then owing. Subject to the terms of the Intercreditor Agreement, the Company
further agrees, at the Agent's or the Collateral Agent's request, to assemble
the Assigned Collateral and make it available to the Agent at places which the
Agent shall reasonably select, whether at the Company's premises or elsewhere.
Subject to the terms of the Intercreditor Agreement, the Agent or the Collateral
Agent shall retain the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care, safe keeping
or otherwise of any or all of the Assigned Collateral or in any way relating to
the rights of the Agent or the Collateral Agent hereunder, including reasonable
attorneys' fees and legal expenses, for application to the payment in whole or
in part of the Secured

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Obligations, the Company remaining liable for any deficiency remaining unpaid
after such application, and only after so retaining such net proceeds and after
the payment by the Agent or the Collateral Agent of any other amount required by
any provision of law, including Section 9-504(1)(c) of the UCC, need the Agent
or the Collateral Agent account for the surplus, if any, to the Company. To the
extent permitted by applicable law, the Company waives all claims, damages and
demands against the Agent arising out of the repossession, retention or sale of
the Assigned Collateral, except to the extent that such claims, damages and
demands arise out of the willful misconduct or gross negligence of the Agent,
the Lenders, the Collateral Agent, or the Senior Noteholders. Notwithstanding
the foregoing, if a default or event of default shall not have occurred and be
continuing under the (i) HE Intercompany Senior Notes, then neither the Agent,
the Lenders, the Collateral Agent, or the Senior Noteholders may proceed against
the assets of HE or sue HE, or (ii) under any New Subsidiary Intercompany Senior
Notes in respect of a New Subsidiary which is not wholly-owned by the Company,
then the Agent, the Lenders the Collateral Agent, or the Senior Noteholders may
not proceed against the assets of such New Subsidiary or sue such New
Subsidiary.

         (b) The Company recognizes that the Agent or the Collateral Agent, as
applicable, may be unable to effect a public sale of all or any part of the
Assigned Collateral consisting of securities by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, but may be compelled to
resort to one or more private sales to a restricted group of purchasers who will
be obliged to agree, among other things, to acquire such securities for their
own account, for investment and not with a view to the distribution or resale
thereof. The Company understands and agrees that a private sale so made may be
at prices and other terms less favorable than if such securities were sold at
public sales, and that the Agent and the Collateral Agent have no obligation to
delay sale of any such securities for the period of time necessary to permit the
issuer of such securities, even if such issuer would agree, to register such
securities for public sale under the Securities Act of 1933, as amended. The
Company agrees to private sales made under the foregoing circumstances which
sales shall be deemed to have been made in a commercially reasonable manner.

         (c) The Company also agrees to pay all costs of the Agent, the Lenders,
the Collateral Agent and the Senior Noteholders, including reasonable attorneys'
fees, incurred with respect to the collection of any of the Secured Obligations
and the enforcement and protection of any of the rights of the Agent, the
Lenders, the Collateral Agent and the Senior Noteholders, hereunder. All costs
and expenses incurred by the Agent, the Lenders, the Collateral Agent and the
Senior Noteholders, with respect to the enforcement, collection and protection
of the Agent, the Lenders, the Collateral Agent's and the Senior Noteholders'
interest in the Assigned Collateral shall be additional Secured Obligations of
the Company to the Agent, the Lenders, the Collateral Agent and the Senior
Noteholders, payable on demand, and secured by the Assigned Collateral.

         (d) Any notice required to be given by the Agent, the Lenders, the
Collateral Agent or the Senior Noteholders, of a sale, lease or other
disposition or other intended action by them

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with respect to any of the Assigned Collateral which is deposited in the United
States mails, postage prepaid and duly addressed to the Company, at least 10
days prior to such proposed action, shall constitute fair and reasonable notice
to the Company of any such action. Subject to the provisions of Section 11, the
net proceeds realized by the Agent, the Lenders, the Collateral Agent and the
Senior Noteholders, upon any such sale or other disposition, after deduction for
the expense of retaking, holding, preparing for sale, selling or the like and
the reasonable attorneys' fees and legal expenses incurred by the Agent, the
Lenders, the Collateral Agent and the Senior Noteholders, in connection
therewith, shall be applied as provided herein toward satisfaction of the
Secured Obligations. The Agent shall account to the Company for any surplus
realized upon such sale or other disposition, and the Company shall remain
liable for any deficiency, the Company also being liable for the reasonable fees
of any attorneys employed by the Agent and the Collateral Agent, to collect such
deficiency. The commencement of any action, legal or equitable, or the rendering
of any judgment or decree for any deficiency shall not affect the security
interest granted hereunder in the Assigned Collateral until the Secured
Obligations are fully paid. The Company agrees that neither the Agent or the
Collateral Agent have an obligation to preserve rights to the Assigned
Collateral against any other parties. Neither the Agent or the Collateral Agent
shall be obligated to make any sale of Assigned Collateral regardless of notice
of sale having been given. The Agent and the Collateral Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.

         Section 9.3 Limitation on the Agent's and the Collateral Agent's Duty
in Respect of Assigned Collateral. Except as otherwise provided herein, under no
circumstances whatsoever shall the Agent or the Collateral Agent be deemed to
assume any responsibility for, or obligation or duty with respect to, any part
or all of the Assigned Collateral, of any nature or kind whatsoever, or any
matter or proceedings arising out of or relating thereto. Neither the Agent or
the Collateral Agent shall be required to take any action of any kind to collect
or protect any interest in the Assigned Collateral, including, but not limited
to, any action necessary to preserve the rights of the Agent and the Collateral
Agent against prior parties to any of the Assigned Collateral. Neither the Agent
or the Collateral Agent shall be liable or responsible in any way for the safe
keeping, care or custody of any of the Assigned Collateral if the Assigned
Collateral is accorded the same treatment and level of care as their own
property, for any loss or damages thereto, for any diminution in the value
thereof, for any act or default of any agent or bailee of the Agent or of any
carrier, forwarding agency or other person whomsoever or for the collection of
any proceeds, except to the extent that the selection of such agent, bailee,
carrier or other person involved gross negligence or wilful misconduct; however,
the same shall be at the Company's sole risk at all times. The Company hereby
releases the Agent, the Lenders, the Collateral Agent, and the Senior
Noteholders from any claims, causes of action and demands at any time arising
out of or with respect to this Agreement or the Secured Obligations and any
actions taken or omitted to be taken by the Agent or the Collateral Agent with
respect thereto, and the Company hereby agrees to hold the Agent, the Lenders,
the Collateral Agent and the Senior Noteholders, harmless from and with

                                       12
<PAGE>   13
respect to any and all such claims, causes of action and demands. The Company
hereby releases the Agent, the Lenders, the Collateral Agent and the Senior
Noteholders, from any claims, causes of action and demands arising under 42
U.S.C. Section 9607 or 9613 or similar provisions of state or local law.

         Section 9.4 Remedies Cumulative. No remedy conferred upon the Agent,
the Lenders, the Collateral Agent, or the Senior Note Purchasers is intended to
be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise.

         Section 9.5 Remedies Not Waived. No course of dealing between the
Company and the Agent, the Lenders, the Collateral Agent, or the Senior
Noteholders and no delay or failure in exercising any rights hereunder in
respect thereof shall operate as a waiver of any of the rights of the Agent, the
Lenders, the Collateral Agent, or the Senior Noteholders.

         SECTION 10. AMENDMENT AND WAIVER. No amendment or waiver of any
provision of this Agreement and no consent to any departure by the Company
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders, and the holders of the aggregate principal
amount of the Senior Notes then outstanding as would be required to amend or
waive such provision if it were included in the Indenture and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given and shall not be deemed to waive any other breach
hereunder; provided, however, that no amendment, waiver or consent, unless in
writing and signed by all the Lenders, and the holders of the aggregate
principal amount of the Senior Notes then outstanding as would be required to
amend or waive such provision if it were included in the Indenture shall (a)
limit the liability of the Company hereunder, (b) postpone any date fixed for
payment hereunder or (c) change the number of Lenders or Senior Noteholders
required to take any action hereunder.

         No failure on the part of the Agent to exercise, and no delay in
exercising any right hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.

         SECTION 11. INTERCREDITOR AGREEMENT. Notwithstanding any provision
herein to the contrary, this Assignment, all extensions, renewals, amendments
and modifications hereto and the Lien and security interested created hereunder
shall be subject to the terms of the Intercreditor Agreement, pursuant to which
the Agent and the Collateral Agent agree with each other, but not for the
benefit of the Company or any third parties to exercise any of its rights or
remedies hereunder only in accordance with the terms of the Intercreditor
Agreement.

         SECTION 12. MISCELLANEOUS.

                                       13
<PAGE>   14
         Section 12.1 Expenses. The Company will pay the Agent and the
Collateral Agent for any and all sums, costs and expenses which the Agent and
the Collateral Agent may pay or incur by reason of defending, protecting or
enforcing the security interest herein granted or the priority hereof, enforcing
payment of the Secured Obligations, discharging any Lien or claim against the
Assigned Collateral or any part thereof or, if the Company fails to perform or
comply with any of its agreements herein, performing or complying with such
terms. Such sums, costs and expenses shall include, without limitation, all
court costs, collection charges, travel and reasonable attorneys' fees
(including fees and expenses incident to the enforcement of payment of any
obligations of the Company by any action or participation in, or connection
with, a case or proceeding under Chapters 7, 11 or 13 of the Bankruptcy Code).
All sums, costs and expenses of the Agent and the Collateral Agent payable by
the Company pursuant to this Agreement shall be payable by the Company to the
Agent and the Collateral Agent on demand and shall constitute Secured
Obligations secured by the Assigned Collateral.

         Section 12.2 Reliance on and Survival of Representations. All
agreements, representations and warranties of the Company herein and in any
certificates or other instruments delivered pursuant to this Agreement shall (a)
be deemed to be material and to have been relied upon by the Agent, the Lenders,
the Collateral Agent and the Senior Noteholders, notwithstanding any
investigation heretofore or hereafter made by the Agent, the Lenders, the
Collateral Agent and the Senior Noteholders or on their behalf and (b) survive
the execution and delivery of this Agreement, of the Notes, the Letters of
Credit, the Secured Hedging Obligations and the Senior Notes, and shall continue
in effect so long as any Note, Letter of Credit, Secured Hedging Obligation or
Senior Note is outstanding and thereafter as provided in Sections 9 and 11.1.

         Section 12.3 Successors and Assigns, Transfers of the Senior Secured
Credit Facility Notes. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Company, the Agent, the Lenders, the Collateral Agent
and Senior Noteholders and their successors and assigns, and, in addition, shall
inure to the benefit of, and be enforceable by, each Person who shall from time
to time be a holder of any of the Notes, Letters of Credit, Secured Hedging
Obligations or Senior Notes. The Company may not assign its rights and
obligations under this Agreement except as permitted under the Amended and
Restated Credit Agreement, the Senior Note Purchase Agreement or the Indenture.
The Lenders may transfer the Notes (and any portion thereof) and the Senior
Noteholders may transfer the Senior Notes at any time without the consent of the
Company, subject to compliance with all applicable Gaming Laws and state and
federal securities laws and the requirements of the Amended and Restated Credit
Agreement and the Indenture, respectively.

         Section 12.4 Notices. All notices and other communications provided for
in this Agreement shall be in writing and delivered, telecopied or mailed, first
class postage prepaid, and addressed to:

                                       14
<PAGE>   15
         (a) if to the Agent, at its address as set forth in the Amended and
Restated Credit Agreement or at such other address as shall be set forth in the
note register of the Company, and

         (b)      if to the Collateral Agent:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, New York 10036
                  Attention:  Corporate Trust Department
                  Telephone:  (212) 852-1629
                  Telecopy:  (212) 852-1625

         (c)      if to the Company:

                  HORSESHOE GAMING, L.L.C.
                  4024 Industrial Road
                  Las Vegas, Nevada 89103
                  Attention:  Jack Binion
                                President
                  Telephone:  (702) 650-0080
                  Telecopy:  (702) ________

                  With a copy to:

                  RIORDAN & MCKINZIE
                  695 Towne Center Drive, Suite 1500
                  Costa Mesa, California 92626
                  Attention: James Shnell, Esq.
                  Telephone:  (714) 433-2616
                  Telecopy:  (714) 699-5435

         Any such notice or communication shall be deemed to have been duly
given when delivered or telecopied and, if mailed, two days after deposit in the
U.S. mail as aforesaid.

         Section 12.5 Severability. If any term or provision hereof or the
application thereof to any circumstance, in any jurisdiction and to any extent,
shall be invalid or unenforceable, such term or such provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable any remaining
terms and provisions hereof or the application of such term or provision to
circumstances other than those as to which it is held invalid or unenforceable.
To the fullest extent permitted by applicable law, the parties hereto hereby
waive any provision of law which renders any term or provision hereof invalid or
unenforceable in any respect.

                                       15
<PAGE>   16
         Section 12.6 Governing Law. This Agreement, the Amended and Restated
Credit Agreement, the Senior Note Purchase Agreement and the Indenture and
(unless otherwise provided) all amendments, supplements, waivers and consents
relating hereto or thereto shall be governed by, and construed in accordance
with, the internal laws of the State of New York.

         Section 12.7 Forum and Jurisdiction. The Company represents and
warrants that it is not entitled to immunity from judicial proceedings and, for
purposes of any action, suit or other proceeding in respect of, or arising out
of or in connection with, this Assignment or any course of conduct, course of
dealing, statements or actions of the Company or the Agent related thereto, the
Company hereby submits and consents to the jurisdiction of the courts of the
State of New York and of the United States District Court for the Southern
District of New York, and the Company agrees that any such action, suit or
proceeding may be brought by the Agent, the Lenders, the Collateral Agent, or
the Senior Noteholders in the Supreme Court of the State of New York, New York
County, or in the United States District Court for the Southern District of New
York, and the service of process may be made upon the Company by mailing a copy
of the summons and any complaint to the Company by registered mail, at the
address specified in Section 11.4. The Company hereby waives and agrees not to
assert, by way of motion or otherwise, in any action, suit or proceeding, any
claim that it is not personally subject to the jurisdiction of the above-named
courts, that the action is brought in an inconvenient forum or that the venue of
the action is improper. The Agent, the Lenders, the Collateral Agent, or the
Senior Noteholders (subject to the terms of the Intercreditor Agreement),
nevertheless, may serve, process or commence any such action, suit or proceeding
in such other jurisdiction(s), and in such other manner as may be permitted by
applicable law. The methods of service of process specified in this paragraph
may be used in the alternative or together as the Agent may see fit.

         Section 12.8 Headings. The headings in this Assignment are for
convenience only and shall not be construed as a part of this Assignment.

         Section 12.9 Term of Agreement. This Assignment and all agreements of
the Company contained herein shall continue in full force and effect and shall
not be discharged until such time as the Secured Obligations shall be
indefeasibly paid or performed in full and all of the agreements of the Company
under the Amended and Restated Credit Agreement, the Secured Hedging
Obligations, the Senior Note Purchase Agreement and the Indenture and hereunder
shall be fully paid or performed; provided, certain provisions of this
Assignment shall survive such termination as expressly set forth herein.

                                       16
<PAGE>   17
         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                            HORSESHOE GAMING, L.L.C.

                                            By:   Horseshoe Gaming, Inc.,
                                                  its manager


                                                  By:__________________________
                                                       Name:  Walter J. Haybert
                                                       Title:  Treasurer

ACKNOWLEDGED AND ACCEPTED
THIS 12TH DAY OF NOVEMBER, 1997

HORSESHOE ENTERTAINMENT, A
LOUISIANA LIMITED PARTNERSHIP

By:      NEW GAMING CAPITAL PARTNERSHIP,
         A NEVADA LIMITED PARTNERSHIP,
         its general partner

         By:      HORSESHOE GP, INC.,
                  its general partner

                  By:__________________________
                       Name:  Walter J. Haybert
                       Title:  Treasurer

ROBINSON PROPERTY GROUP LIMITED PARTNERSHIP,
A MISSISSIPPI LIMITED PARTNERSHIP

By:      HORSESHOE GP, INC.,
         its general partner


         By:___________________________________
              Name:  Walter J. Haybert
              Title:  Treasurer

                                       17
<PAGE>   18
HORSESHOE GP, INC.


By:____________________________________________
     Name:  Walter J. Haybert
     Title:  Treasurer


HORSESHOE VENTURES, L.L.C.

By:      HORSESHOE GAMING, L.L.C.,
         its manager

         By:      HORSESHOE GAMING, INC.,
                  its manager


                  By:__________________________
                       Name:  Walter J. Haybert
                       Title:  Treasurer

                                       18