<PAGE>   1

                                                                   EXHIBIT 4.38


      AMENDMENT TO SENIOR SECURED CREDIT FACILITY NOTE PURCHASE AGREEMENT


         This AMENDMENT TO SENIOR SECURED CREDIT FACILITY NOTE PURCHASE
AGREEMENT (the "Amendment") is entered into as of October 1, 1996 by and among
Horseshoe Gaming, L.L.C., a Delaware limited liability company (the "Company")
Robinson Property Group Limited Partnership, a Mississippi limited partnership
("RPG"), Yewdale Holdings Limited ("Yewdale"), Hanwa American Corp. ("Hanwa")
and debis Financial Services, Inc. ("debis" and, together with Yewdale and
Hanwa, the "Holders").


                             R  E  C  I  T  A  L  S


         WHEREAS, the Company, RPG and the Holders have entered into that
certain Senior Secured Credit Facility Note Purchase Agreement dated as of
October 10, 1995 (the "Note Purchase Agreement"; all capitalized terms defined
in the Note Purchase Agreement and not otherwise defined herein shall have the
meaning given them in the Note Purchase Agreement);

         WHEREAS, the Note Purchase Agreement provides for the purchase by and
issuance to debis of Additional Notes, subject to the satisfaction of specified
conditions precedent;

         WHEREAS, the Note Purchase Agreement establishes the rate of interest
to be paid on the Notes (including the Additional Notes);

         WHEREAS, the parties desire to amend the Note Purchase Agreement (and,
to the extent appropriate, the other Operative Documents) to modify the
provisions with respect to the purchase and issuance of the Additional Notes,
to alter the rate of interest to be paid on the Notes as of and from the date
of this Amendment, and to revise the Note Purchase Agreement in certain other
respects;

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:

         1.      The Note Purchase Agreement is hereby amended by deleting
Section 1.2(b) in its entirety and substituting therefor the following Section
1.2(b):

                          (b)     Subject to the conditions set forth in this
         paragraph, debis agrees to purchase, at the Company's election, up to
         an additional aggregate $50 million principal amount of Notes (the
         "Additional Notes") on one or more, but not to exceed four, Additional
         Closing Dates (the



<PAGE>   2

         "Additional Closing Commitment").  The closing of debis' purchase of
         the Additional Notes, or any portion thereof if less than the entire
         amount is purchased at one closing (each, an "Additional Closing" or
         an "Additional Closing Date") shall be held at the offices of Richards
         & O'Neill, LLP, at 885 Third Avenue, New York, New York, or at such
         other place as the parties hereto mutually may agree, on such dates
         from April 1, 1997 through August 31, 1997, inclusive, as are selected
         by the Company, subject to the following conditions in respect of each
         Additional Closing Date:

                                  (i)      The Company shall have given debis
         written notice not less than ten (10) Business Days in advance of the
         Additional Closing Date.

                                  (ii)     The representations and warranties
         of the Company set forth in this Agreement shall be true and correct
         on and as of such Additional Closing Date except to the extent that
         such representations and warranties by their terms speak as of an
         earlier date, in which case such representations and warranties shall
         be true and correct as of such earlier date, and no Default or Event
         of Default shall have occurred hereunder and no Default or Event of
         Default would occur hereunder upon the issuance of the Notes on such
         Additional Closing Date.

                                  (iii)    There shall not have occurred and be
         continuing any Material Adverse Change.

                                  (iv)     All the conditions of closing set
         forth in Section 3 shall have been satisfied on such Additional
         Closing Date in respect of the Company and its Subsidiaries (provided,
         however, that the conditions set forth in Sections 3.2, 3.14(b),
         3.14(d) and 3.14(e) shall be deemed to have been satisfied on such
         Additional Closing Date if such condition shall have been satisfied
         not more than one year prior to such Additional Closing Date).

                                  (v)      To the extent that the Company makes
         an HE Intercompany Senior Loan and/or an RPG Intercompany Senior Loan
         from the proceeds of the issuance of Additional Notes at such
         Additional Closing, HE and/or RPG, as the case may be, shall have
         issued to the Company an HE Intercompany Senior Note or an RPG
         Intercompany Senior Note, respectively, evidencing such loan; the sum
         of the amounts of any such HE Intercompany Senior Loan, any such RPG
         Intercompany Senior Loan and the amount of any proceeds of such
         Additional Notes deposited by the Company in the Excess Proceeds
         Escrow Account on such



                                      -2-
<PAGE>   3

         Additional Closing Date shall be at least equal to the principal
         amount of the Additional Notes purchased by debis on such Additional
         Closing Date.

                                  (vi)     The Intercompany Notes issued on
         such Additional Closing Date shall have been secured as provided in
         Section 1.3.

                                  (vii)    An update of the title policies on
         the real properties securing the HE Intercompany Senior Loan and/or
         the RPG Intercompany Senior Loan, as the case may be, and referred to
         in Section 3.5 hereof shall have been obtained not more than one year
         prior to such Additional Closing Date and shall have shown no
         encumbrances or liens other than Permitted Liens.

         2.      The Note Purchase Agreement is hereby amended by deleting
Section 1.2(d) in its entirety and substituting therefor the following:

                          (d)     [INTENTIONALLY OMITTED]

         3.      The Note Purchase Agreement is hereby amended by deleting the
second sentence of Section 1.3(c) in its entirety.

         4.      The Note Purchase Agreement is hereby amended by deleting
Section 1.3(g) in its entirety and substituting therefor the following:

                          (g)     [INTENTIONALLY OMITTED]

         5.      The Note Purchase Agreement is hereby amended by deleting
Section 1.4 (a) in its entirety and substituting therefor the following Section
1.4(a):

                          (a)     On the Initial Closing Date, the Company
shall make a loan of up to $82 million to HE and thereafter the Company may
from time to time make additional loans to HE (each such loan being an "HE
Intercompany Senior Loan").  The HE Intercompany Senior Loans shall be
evidenced by one or more HE Intercompany Senior Notes substantially in the form
attached hereto as Exhibit L.  HE will use the entire proceeds of the HE
Intercompany Senior Loan made on the Initial Closing Date to repay Indebtedness
incurred by it pursuant to the Previous Senior Secured Note Purchase Agreement,
the Subordinated Note Purchase Agreement, the HE Partner Loans and the HE/debis
Loan Agreement, to pay debt issuance costs and to fund the expansion of
existing facilities.

         6.      The Note Purchase Agreement is hereby amended by deleting
Section 1.4(b) in its entirety and substituting therefor the following Section
1.4(b):



                                       -3-
<PAGE>   4


                          (b)     On the Initial Closing Date, the Company
shall make a loan of up to $74.5 million to RPG and thereafter the Company may
from time to time make additional loans to RPG (each such loan being an "RPG
Intercompany Senior Loan").  The RPG Intercompany Senior Loans shall be
evidenced by one or more RPG Intercompany Senior Notes substantially in the
form attached hereto as Exhibit M.  RPG will use the entire proceeds of the RPG
Intercompany Senior Loan made on the Initial Closing Date to repay Indebtedness
incurred by it pursuant to the Previous Senior Secured Note Purchase Agreement,
the Subordinated Note Purchase Agreement, the RPG Partner Loans and the
RPG/debis Loan Agreement, to pay debt issuance costs, to repay an intercompany
loan from HE and to fund the expansion of existing facilities.

         7.      The Note Purchase Agreement is hereby amended by deleting
Section 1.4(c) in its entirety and substituting therefor the following Section
1.4(c):

                          (c)     On each Additional Closing Date, the Company
         shall use the entire proceeds from the sale of Additional Notes on
         such Additional Closing Date as follows:  (i) to make a loan or loans
         to HE and/or RPG; and (ii) to deposit the balance of such proceeds in
         the Excess Proceeds Escrow Account, provided that the Company shall
         withdraw the proceeds of Additional Notes from the Excess Proceeds
         Escrow Account only to make one or more loans to HE and/or to RPG.

         8.      The Note Purchase Agreement is hereby amended by deleting
Section 3.A in its entirety and substituting therefor the following Section
3.A:

                          A.      Your obligation to purchase and pay for the
         Notes to be purchased by you on the Closing Date (or any Additional
         Closing Date) shall be subject to the satisfaction on or before the
         Closing Date (or the Additional Closing Date) of the conditions
         hereinafter set forth.  For purposes of determining whether the
         conditions of this Section 3 have been satisfied with respect to such
         Additional Closing, references herein to the "Closing Date" and the
         "Closing" shall be deemed references to an "Additional Closing Date"
         and an "Additional Closing," and reference to "you" shall be deemed
         references to "debis," provided that (i) the originals of all
         Intercompany Notes shall be delivered to the person designated by the
         Majority Noteholders as described in Section 3.8(3), and copies
         thereof shall be delivered to each Noteholder; (2) originals of all
         insurance certificates and all Operative Documents (other than the
         Additional Notes, the Intercompany Notes, the Harrison County
         Mortgage, the Assignment of Harrison County Mortgage, and the HIND
         Intercompany Senior Note) shall have been delivered to each
         Noteholder; and (3) copies of all other documents required to be
         delivered in connection with such Additional Closing shall be
         delivered to each Noteholder.




                                       -4-
<PAGE>   5


         9.      The Note Purchase Agreement is hereby amended by deleting
Section 3.8(2) in its entirety and substituting therefor the following Section
3.8(2):

                          (2)     On each Additional Closing Date, the HG
         Pledge Agreement shall be in full force and effect.  On each
         Additional Closing Date you shall have received Intercompany Notes
         from HE and/or RPG which in the aggregate evidence the excess of the
         amount of Notes purchased by debis on such Additional Closing Date
         over the amount of proceeds deposited in the Excess Proceeds Escrow
         Account by the Company on such Additional Closing Date.

         10.     The Note Purchase Agreement is hereby amended by deleting
Section 3.8(3) in its entirety and substituting therefor the following Section
3.8(3):

                          (3)     The Majority Noteholders shall determine who
         shall hold the HE Intercompany Senior Note, the RPG Intercompany
         Senior Note and the other Intercompany Notes as secured party on
         behalf of all of the Purchasers.

         11.     The Note Purchase Agreement is hereby amended by deleting
Section 3.10 in its entirety and substituting therefor the following Section
3.10:

                 Section 3.10     Insurance.  You shall have received
         certificates evidencing the insurance required by this Agreement in
         respect of the real estate underlying the Bossier City Mortgage and
         real estate underlying the Tunica County Deed of Trust together with
         loss payable endorsements in your favor under all such insurance
         policies.

         12.     The Note Purchase Agreement is hereby amended by deleting
Section 3.13(2) in its entirety and substituting therefor the following Section
3.13(2):

                          (2)     On each Additional Closing Date, the Company
         and each Subsidiary that receives proceeds from the issuance of
         Additional Notes on such Additional Closing Date shall have obtained
         all required consents, approvals and authorizations, and you shall
         have received a certificate of the Company and each such Subsidiary,
         as applicable, signed by an executive officer, dated the Additional
         Closing Date, to such effect.

         13.     The Note Purchase Agreement is hereby amended by deleting
Section 3.14(i) in its entirety and substituting therefor the following Section
3.14(i):

                          (i)     On each Additional Closing Date similar
         documents, as appropriate, shall have been delivered to debis with
         regard to the



                                       -5-
<PAGE>   6

         Company and HE and/or RPG, if applicable, in respect of the sale of
         Additional Notes on such Additional Closing Date.

         14.     The Note Purchase Agreement is hereby amended by deleting
Section 4.1 in its entirety and substituting therefor the following Section
4.1:

                 Section 4.1.     Interest.  The Notes shall bear interest from
         the Initial Closing Date (or, if later, the date of their issuance) to
         and including September 30, 1996, at the rate per annum equal to the
         greater of (a) 10.00% or (b) three-month LIBOR plus 2.50%.  The Notes
         shall bear interest on and after October 1, 1996, at a rate per annum
         equal to the sum of six-month LIBOR plus 3.00%.  Such interest rate
         for each quarterly or semi-annual period shall be set on the first day
         of such period and shall be applicable to that period.  Interest will
         be payable quarterly on each March 31, June 30, September 30 and
         December 31 to the registered Holders of the Notes at the close of
         business on March 15, June 15, September 15 and December 15,
         respectively, immediately preceding the next payment date.  Such
         interest payments shall commence on December 31, 1995, with respect to
         Notes other than Additional Notes, and with respect to Additional
         Notes shall commence on the last day of the fiscal quarter following
         the fiscal quarter in which the sale of such Additional Notes to debis
         shall have occurred.  Interest shall be computed on the basis of a
         360-day year of twelve 30-day months.  The Company shall pay principal
         and interest to each registered Holder of the Notes in the manner
         provided in Schedule I hereto under the name of such Holder.

         15.     The Note Purchase Agreement is hereby amended by deleting from
Section 4.7(a) the word "Senior" the one time that such word appears therein.

         16.     The Note Purchase Agreement is hereby amended by deleting
Section 6.21 in its entirety and substituting therefor the following Section
6.21:

                 Section 6.21.  Escrow Agreement.  As of the Initial Closing
         Date, the Company shall place in the Excess Proceeds Escrow Account,
         to be administered by an independent escrow agent pursuant to the
         Excess Proceeds Escrow Agreement, an amount equal to the remainder of
         (a) the aggregate proceeds of the sale of the Notes (other than the
         Additional Notes) and the Senior Notes (other than the Senior Notes
         sold upon exercise of the Warrants), less (b) the amount of such
         proceeds being loaned to RPG and HE on the Initial Closing Date less
         (c) without duplication, amounts used to repay certain indebtedness of
         RPG and HE and certain transaction fees and less (d) $5 million to be
         retained by the Company for working capital (such remainder is
         estimated to be



                                       -6-
<PAGE>   7

         approximately $31 million and is herein referred to as the "Initial
         Excess Proceeds").  The proceeds from the sale of Senior Notes upon
         exercise of the Warrants (the "Warrant Proceeds") shall also be placed
         in the Excess Proceeds Escrow Account.  The remainder of (a) the
         proceeds from the sale of Additional Notes, less (b) the amount of
         such proceeds loaned to HE or RPG on the respective Additional Closing
         Date (the "Additional Excess Proceeds") shall also be placed in the
         Excess Proceeds Escrow Account.  (The Initial Excess Proceeds, the
         Warrant Proceeds and the Additional Excess Proceeds are herein
         referred to together as the "Excess Proceeds").  The Excess Proceeds
         Escrow Agreement will restrict the use of the Excess Proceeds to the
         development by the Company of New Projects and the repayment of
         Indebtedness of the Company and its Subsidiaries.  Notwithstanding the
         foregoing, the Additional Excess Proceeds shall only be used by the
         Company to make Intercompany Loans to HE and/or to RPG for the
         expansion and renovation of, and construction of additional facilities
         in connection with, the Horseshoe Bossier City Casino and/or the
         Horseshoe Tunica Casino, respectively.  The Company and RPG shall
         comply in all material respects with the terms of the Excess Proceeds
         Escrow Agreement.

         17.     The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the following terms and their respective definitions:  "Additional
Closing Commitment Period" and "Additional Commitment Notice."

         18.     The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the term "LIBOR" and its definition and substituting therefor the
following:

                 "LIBOR" shall mean:  (a) with respect to each period described
         in Section 4.1 and ending prior to October 1, 1996, the offered rate
         per annum on such date of determination in the London Interbank market
         for deposits in U.S. dollars of amounts equal or comparable to the
         then outstanding aggregate principal amount of the Notes for a
         three-month term; and (b) with respect to each period described in
         Section 4.1 and ending after September 30, 1996, the offered rate per
         annum in the London Interbank market for deposits in U.S. dollars of
         amounts equal or comparable to the then outstanding aggregate
         principal amount of the Notes for a period of six months appearing on
         the Telerate Page 3750 as of 11:00 a.m. London time two London banking
         days prior to the first day of such period.

         19.     The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the term "New Project Subsidiary" and its definition and
substituting therefor the following:



                                      -7-
<PAGE>   8


                 "New Project Subsidiary" shall mean the Subsidiary of the
Company, including without limitation HE and RPG, that owns the Company's
interest in any New Project.

         20.     The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the term "Notes" and its definition and substituting therefor the
following:

                 "Notes" shall have the meaning ascribed thereto in Section 1.1
         and shall include the Additional Notes and all other Notes sold
         pursuant to Section 1.2(e) or Section 6.9(g).

         21.     The Note Purchase Agreement is hereby amended by deleting from
Section 8.1J the four phrases "the Harrison County Mortgage, if applicable,"
"the Assignment of Harrison County Mortgage, if applicable," "or the mortgaged
property of HIND, as described in the Harrison County Mortgage," and "the
Harrison County Preferred Ship Mortgage" the one time that each such phrase
appears therein.

         22.     The Note Purchase Agreement is hereby amended by replacing,
effective as of the date of this Amendment, Schedule II and Schedule 2(u) to
the Note Purchase Agreement with Schedule II and Schedule 2(u), respectively,
to this Amendment.  The Company may hereafter replace, revise or supplement
each Schedule to the Note Purchase Agreement by delivering notice to the
Holders of such replacement, revision or supplement in accordance with Section
14.4.

         23.     In accordance with the action heretofore taken by Worldwide
Gaming L.L.C. to change its name to JBB Gaming Investments, L.L.C, each
reference to Worldwide Gaming L.L.C. in the Note Purchase Agreement or the
other Operative Documents shall be deemed to be references to JBB Gaming
Investments, L.L.C.

         24.     The Senior Secured Credit Facility Notes due September 30,
1999 heretofore issued to the Holders, and the form of the Senior Secured
Credit Facility Notes due September 30, 1999 to be issued hereafter pursuant to
the Note Purchase Agreement are each hereby amended by deleting from the first
paragraph thereof (immediately following the capitalized legends thereon) the
last seventy-four (74) words of the first sentence (commencing with the words
"at the rate per annum...") and the second sentence in its entirety (concluding
with the words "... applicable to that quarterly period.") and substituting
therefor the following:

         from October 10, 1995 (or, if later, the date of their issuance) to
         and including September 30, 1996 at the rate per annum equal to the
         greater of (a) 10.00% or (b) three month LIBOR (as defined in the Note
         Purchase Agreement) plus 2.50%, and from and after October 1, 1996
         (or, if later, the date of their issuance), at a rate per annum equal
         to the sum of six




                                      -8-
<PAGE>   9

         month LIBOR plus 3.00%, payable quarterly in arrears on each March 31,
         June 30, September 30 and December 31 of each year, commencing
         December 31, 1995, until said principal amounts shall have become due
         and payable, plus additional interest payable as and when set forth in
         the Note Purchase Agreement.  The interest rate for each quarterly or
         semi-annual period shall be set on the first day of each such period
         and shall be applicable to such period.

         25.     Upon the execution and delivery of this Amendment by each of
the parties hereto, the Company shall pay to each Holder a restructuring fee
equal to six-tenths of one percent (0.6%) of the outstanding principal balance
as of October 1, 1996, of the Notes held by such Holder plus the Additional
Closing Commitment of such Holder, equal to $133,673.14 in the case of Hanwa,
equal to $125,318.57 in the case of Yewdale and equal to $516,826.55 in the
case of debis.

         26.     Except as specifically provided in this Amendment, the Note
Purchase Agreement shall remain in full force and effect, without modification.
To the extent that any terms or provisions of this Amendment conflict with the
terms or provisions of the Note Purchase Agreement, the terms and provisions of
this Amendment shall control.  This Amendment is effective, upon the execution
hereof by each of the parties hereto, as of October 1, 1996.

         27.     This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.

         28.     This Amendment may be executed in any number of counterparts
by the parties hereto, each of which counterparts when so executed shall be an
original, but all such counterparts taken together shall constitute one and the
same instrument.




                                       -9-
<PAGE>   10

         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first above written.


                        HORSESHOE GAMING, L.L.C.

                        By:      Horseshoe Gaming, Inc.,
                                 its sole manager


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


                        ROBINSON PROPERTY GROUP
                        LIMITED PARTNERSHIP

                        By:      Horseshoe G.P., Inc., its general partner


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


                        YEWDALE HOLDINGS LIMITED


                        By:
                                 ---------------------------------------------
                                 Name:
                                 Title:


                        HANWA AMERICAN CORP.

                        By:
                                 ----------------------------------------------
                                 Name:
                                 Title:





                                      -10-
<PAGE>   11

                                DEBIS FINANCIAL SERVICES, INC.


                                By:
                                         ----------------------------------
                                         Name:
                                         Title:




                                       11
<PAGE>   12

                                  SCHEDULE II



            OWNERSHIP OF THE COMPANY AND ITS SUBSIDIARIES

I.          Ownership of the Company
            See Exhibit A attached to this Schedule II.

II.         Ownership of Horseshoe GP, Inc.
            The Company owns 100% of Horseshoe GP, Inc. ("HGP")

III.        Ownership of NGCP
            The Company owns 99% of NGCP as a limited partner and HGP owns 1%
            of NGCP as a general partner.

IV.         Ownership of HE
            NGCP owns 89% of HE as the sole general partner and 2.92% of HE as
            a limited partner, August Robin owns 3% of HE as a limited partner,
            Cassandra Piper owns 4.58% of HE as a limited partner and Wendell
            Piper owns 0.50% of HE as a limited partner.   NGCP has entered
            into an option agreement to acquire an additional 1% interest in HE
            as a limited partner.

V.          Ownership of RPG
            The Company owns 99% of RPG as a limited partner and HGP owns 1% of
            RPG as a general partner.

VI.         Ownership of HIND
            The Company owns 50% of the membership interests of HIND and Jack
            Binion and B&O own the remainder of the membership interests of
            HIND (subject to the Company's option to acquire such membership
            interests).  The Company is the manager of HIND.  Thirty percent of
            the membership interests of HIND are available for issuance to
            local partners and senior management of HIND.  Upon issuance, the
            Company's percentage ownership of HIND will be diluted on a ratable
            basis with the interests of Jack Binion and B&O.

VII.        Ownership of Horseshoe Ventures
            JBB Gaming Investments, L.L.C. owns 20% of the membership interests
            of Horseshoe Ventures and the Company owns 80% of the membership
            interests of Horseshoe Ventures and is the manager thereof.



                                       -12-
<PAGE>   13

VIII.       Ownership of Red Oak Insurance Company Ltd.
            The Company owns 100% of Red Oak Insurance Company Ltd.

            Convertible Securities, Warrants, Options, Rights to Purchase,
            Calls, etc.

            Warrants

                 Yewdale Holdings Limited ("Yewdale") holds warrants to
                 purchase membership interests in the Company.  Upon exercise
                 of such warrants and the payment of the exercise price to the
                 Company, the Company shall distribute such payment to HGI in
                 consideration for HGI's agreement to reduce its membership
                 interest by the amount purchased under such warrants.

            Employment Agreements

1.          HGI and John Michael Allen have entered into a put/call option
            pursuant to an employment agreement dated October 1, 1995 by and
            among HGI and John Michael Allen.

2.          Gary Anderson and RPG have entered into a put/call option pursuant
            to an employment agreement dated October 31, 1993 by and among RPG
            and Gary Anderson.

3.          Rick Cook and HE have entered into a put/call option pursuant to an
            employment agreement dated October 31, 1994 by and among HE and
            Rick Cook.

4.          Walter J. Haybert and the Company have entered into a put/call
            option pursuant to an employment agreement dated July 20, 1995 by
            and among the Company and Walter J. Haybert.

5.          Robert McQueen and RPG have entered into a put/call option pursuant
            to an employment agreement dated June 7, 1994 by and among RPG and
            Robert McQueen.

6.          John Schreiber and HGI have entered into a put/call option pursuant
            to an employment agreement dated October 1, 1995 by and among HGI
            and John Schreiber.

7.          Richard Waters and HE have entered into a put/call option pursuant
            to an employment agreement dated February 1, 1994 by and among HE
            and Richard Waters.



                                      -13-
<PAGE>   14


 8.         HGI and Gary Border have entered into a put/call option pursuant to
            an employment agreement dated July 1, 1996 by and between HGI and
            Gary Border.





                                      -14-
<PAGE>   15

                            EXHIBIT A to Schedule II




                        HORSESHOE GAMING, L.L.C. MEMBERS


<TABLE>
<CAPTION>
                                                                     PERCENTAGE
                 NAME                                UNITS            INTEREST
                 ----                                -----         ------------
<S>                                                <C>                <C>
HORSESHOE GAMING, INC                              30,715,128         30.531675%

JACK B. BINION                                     17,366,247         17.262523%

G.A. ROBINSON, III                                  1,158,897          1.151975%

ROBINSON PROPERTY GROUP, INC                          231,779          0.230395%

TED J. FECHSER TRUST
Becky Behnen, Trustee                               3,277,941          3.258363%

FANCY ANN FECHSER TRUST
Becky Behnen, Trustee                               3,277,941          3.258363%

JAMES CHRISTOPHER FECHSER TRUST,
Becky Behnen, Trustee                               3,277,941          3.258363%

ROBERT DANIEL FECHSER TRUST,
Becky Behnen, Trustee                               3,277,941          3.258363%

BEN EVAN JOHNSON TRUST,
Becky Behnen Trustee                                3,277,941          3.258363%

KATIE O'NEILL TRUST,
Wanda Parsons, Trustee                              3,277,941          3.258363%

KELLIE O'NEILL TRUST,
Wanda Parsons, Trustee                              3,277,941          3.258363%

JERRY HOWARD                                          289,724          0.287994%

ROBERT MCQUEEN                                        144,862          0.143997%

GARY ANDERSON                                         434,586          0.431990%

LOREN S. OSTROW LIVING TRUST,
Loren S. Ostrow, Trustee                            1,577,967          1.568542%
</TABLE>



                                       -15-
<PAGE>   16

<TABLE>
<CAPTION>
                                                                      PERCENTAGE
                 NAME                                UNITS             INTEREST
                 ----                               ---------          ---------
<S>                                                 <C>                <C>
THE ALANIS FAMILY PARTNERSHIP                       3,155,935          3.137085%

ONYX PARTNERS, INC                                     97,461          0.096879%

JOHN MICHAEL ALLEN                                  1,316,203          1.308342%

DOYLE BRUNSON                                         525,989          0.522847%

LOUISE BRUNSON                                        525,989          0.522847%

TODD BRUNSON                                          525,989          0.522847%

PAM BRUNSON                                           525,989          0.522847%

RICK COOK                                             131,497          0.130712%

DAVID REESE                                         2,103,957          2.091391%

KATHLEEN ROSE                                         631,986          0.628212%

TED J. FECHSER TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

FANCY ANN FECHSER TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

JAMES CHRISTOPHER FECHSER TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

ROBERT DANIEL FECHSER TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

KATIE O'NEILL TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

KELLIE O'NEILL TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

BEN EVAN JOHNSON TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%

RACHEL FECHSER TRUST,
Peri Cope Howard, Trustee                             945,059          0.939414%
</TABLE>



                                       -16-
<PAGE>   17

<TABLE>
<CAPTION>
                                                                      PERCENTAGE
                 NAME                                  UNITS           INTEREST
                 ----                                  -----         ------------
<S>                                                <C>               <C>
BONNIE BINION TRUST,
Peri Cope Howard, Trustee                              189,013         0.187884%

BENNY BEHNEN TRUST,
Peri Cope Howard, Trustee                              189,013         0.187884%

JACK BEHNEN TRUST,
Peri Cope Howard, Trustee                              189,013         0.187884%

KEY FECHSER                                            189,013         0.187884%

BOBBY FECHSER                                          189,013         0.187884%

MINDY JOHNSON                                          189,013         0.187884%

LESLIE KENNY                                           378,025         0.375767%

PERI COPE HOWARD                                       378,025         0.375767%

JOHN SCHREIBER                                         750,734         0.746250%

RICHARD WATERS                                         236,265         0.234854%

POST BALANCED FUND, L.P.                               350,861         0.348765%

CAPITAL FUND FOUNDATION                                 87,715         0.087191%

CHARLES N. MATHEWSON CHARITABLE REMAINDER
UNITRUST, Raymond Zimmerman, Trustee                    29,238         0.029063%

JANLESS CORP                                           389,846         0.387518%

ALPINE ASSOCIATES, A LIMITED PARTNERSHIP                97,461         0.096879%

ANDREW ASTRACHAN                                     2,513,093         2.498083%

DONALD SCHUPAK                                       1,285,784         1.278104%

WALT HAYBERT                                           500,489         0.497500%

GARY BORDER                                            503,004         0.500000%


                             TOTAL:                100,600,862       100.000000%
</TABLE>





                                       -17-
<PAGE>   18

                                 SCHEDULE 2(u)





                             Employee Benefit Plans


1.       RPG, HE and Horseshoe Gaming, Inc., as the Manager of the Company
         (collectively, the "Entities") each maintain several welfare employee
         benefit plans.  Such plans provide health insurance, life insurance,
         dental insurance, and vision insurance.  The employees have the option
         to purchase additional insurance life, cancer, and disability. Based
         on certain contractual agreements with executives, the Entities
         provide bonuses based on profitability.  The Entities are also
         obligated to provide severance benefits pursuant to certain employment
         contracts.  Certain of those individuals are also entitled to deferred
         compensation benefits.

2.       Each of the Entities maintains a Section 125 Cafeteria Plan.

3.       Each of the Entities has established a Section 401(k) plan in which
         its employees may participate.  These plans are IRS-approved prototype
         plans maintained by Scudder.

4.       The Entities provide vacation benefits.



                                       -18-