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                                                                    EXHIBIT 4.62

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                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT

                          Dated as of November 12, 1997

                                      Among

                  CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT
                                   FOR CERTAIN
                         COMMERCIAL LENDING INSTITUTIONS

                              As SENIOR LIENHOLDERS

                                       And

                     U.S. TRUST COMPANY OF CALIFORNIA, N.A.
                          As Trustee for the Holders of
            Horseshoe Gaming, L.L.C. 12.75% Senior Notes Due 2000 and
         Horseshoe Gaming, L.L.C. 12.75% Exchange Senior Notes Due 2000
                                       And
          UNITED STATES TRUST COMPANY OF NEW YORK, As Collateral Agent

                              AS JUNIOR LIENHOLDERS

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                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT

            This AMENDED AND RESTATED INTERCREDITOR AGREEMENT is dated as of
November 12, 1997 between CANADIAN IMPERIAL BANK OF COMMERCE, as agent (in such
capacity, the "Agent") for the various financial institutions as are or may
become parties to the hereinafter described Amended and Restated Credit Facility
Agreement (each a "Senior Secured Lender" and together with the Agent, the
"Senior Lienholders") and U.S. TRUST COMPANY OF CALIFORNIA, N.A., as trustee for
the holders from time to time of Horseshoe Gaming, L.L.C. 12.75% Senior Notes
Due 2000 and Horseshoe Gaming, L.L.C. 12.75% Exchange Senior Notes Due 2000 (the
"Indenture Trustee") and UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral
Agent (the "Collateral Agent" and together with the Indenture Trustee, the
"Junior Lienholders").

                                   WITNESSETH:

            WHEREAS, pursuant to a Senior Secured Credit Facility Note Purchase
Agreement dated as of October 10, 1995, as amended prior to the date hereof (as
so amended, the "Senior Secured Credit Facility Agreement") among DEBIS
FINANCIAL SERVICES, INC., YEWDALE HOLDINGS, LIMITED and HANWA AMERICAN CORP.
(collectively, the "Prior Senior Secured Lenders" and each, individually, a
"Prior Senior Secured Lender"), HORSESHOE GAMING, L.L.C. (the "Company") and
ROBINSON PROPERTY GROUP LIMITED PARTNERSHIP ("RPG"), each of the Prior Senior
Secured Lenders has purchased one or more of the Senior Secured Credit Facility
Notes due September 30, 1999 (each, a "Senior Secured Credit Facility Note")
issued by the Company;

            WHEREAS, the Indenture Trustee is the trustee under an Indenture of
Trust dated as of October 10, 1995 (the "12.75% Senior Secured Notes Indenture")
among the Indenture Trustee, the Company and RPG, pursuant to which the Company
has issued its 12.75% Senior Notes Due 2000 and its 12.75% Exchange Senior Notes
Due 2000 (collectively, the "12.75% Senior Notes");

            WHEREAS, pursuant to a Collateral Agency Agreement dated as of
October 10, 1995 among the Company, the purchasers of the 12.75% Senior Notes
and the Collateral Agent, the Collateral Agent has agreed to act as collateral
agent for the holders, from time to time, of the 12.75% Senior Notes;

            WHEREAS, pursuant to a Pledge Agreement dated as of October 10, 1995
(the "Original HG First Pledge Agreement"), the Company has pledged and assigned
to the Prior Senior Secured Lenders, and granted the Prior Senior Secured
Lenders a security interest in, certain collateral including
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         (i)      the entire equity interest of the Company in each of HORSESHOE
                  GP, INC. ("HGP"), NEW GAMING CAPITAL PARTNERSHIP, ("NGCP"),
                  RPG, HORSESHOE CASINOS (INDIANA) L.L.C. ("HIND"), HORSESHOE
                  VENTURES L.L.C. ("Horseshoe Ventures") and each New Project
                  Subsidiary (as defined in the Senior Secured Credit Facility
                  Agreement) and certain distributions received by the Company
                  in respect of such interests;

        (ii)      additional interests in HGP, NGCP, RPG, HIND, Horseshoe
                  Ventures and each New Project Subsidiary from time to time
                  acquired by the Company and certain distributions received by
                  the Company in respect of such interests, and

       (iii)      proceeds of such collateral;

            WHEREAS, pursuant to a Second Pledge Agreement dated as of October
10, 1995 (the "HG Second Pledge Agreement"), the Company has pledged and
assigned to the Junior Lienholders, and granted the Junior Lienholders a
security interest in, the same collateral conveyed by the Original HG First
Pledge Agreement, on a basis subordinate in priority to the pledge, assignment
and security interest in favor of the Prior Senior Secured Lenders pursuant to
the Original HG First Pledge Agreement;

            WHEREAS, pursuant to a Guarantee and Pledge Agreement dated as of
October 10, 1995 (the "Original Binion Partners First Pledge Agreement"), JACK
BINION, B&O DEVELOPMENT LIMITED PARTNERSHIP ("B&O") and JBB GAMING INVESTMENTS,
L.L.C. ("JBB Gaming")(formerly known as Worldwide Gaming Investments, L.L.C.),
have assigned and pledged to the Prior Senior Secured Lenders and granted the
Prior Senior Secured Lenders a security interest in, certain collateral
including

         (i)      the entire equity interest of Jack Binion, B&O and JBB Gaming
                  (the "Binion Partners") in each of HIND, Horseshoe Ventures
                  and each New Project Subsidiary and certain distributions
                  received by the Binion Partners in respect of such interests;

        (ii)      additional interests in HIND, Horseshoe Ventures and each New
                  Project Subsidiary from time to time acquired by the Binion
                  Partners and certain distributions received by the Binion
                  Partners in respect of such interests, and

       (iii)      proceeds of such collateral;

            WHEREAS, pursuant to a Second Pledge Agreement dated as of


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October 10, 1995 (the "Binion Partners Second Pledge Agreement"), the Binion
Partners have pledged and assigned to the Junior Lienholders, and granted the
Junior Lienholders a security interest in, the same collateral conveyed by the
Original Binion Partners First Pledge Agreement, on a basis subordinate in
priority to the pledge, assignment and security interest in favor of the Prior
Senior Secured Lenders pursuant to the Original Binion Partners First Pledge
Agreement;

          WHEREAS, pursuant to a First Preferred Ship Mortgage dated as of
October 10, 1995 (the "Tunica County First Preferred Ship Mortgage"), RPG has
mortgaged the vessel named "Horseshoe Casino & Hotel, Tunica" and certain
related collateral to Chemical Trust Company of California (the "Vessel
Trustee"), as trustee for the Prior Senior Secured Lenders;

          WHEREAS, pursuant to a Second Ship Mortgage dated as of October 10,
1995 (the "Tunica County Second Ship Mortgage"), RPG has mortgaged to the Junior
Lienholders the same collateral mortgaged pursuant to the Tunica County First
Preferred Ship Mortgage, on a basis subordinate in priority to the mortgage for
the benefit of the Prior Senior Secured Lenders pursuant to the Tunica County
First Preferred Ship Mortgage;

          WHEREAS, pursuant to a Security Agreement and Financing Statement
dated as of October 10, 1995 (the "Tunica First Security Agreement"), RPG has
granted the Company a security interest in certain personal property described
therein, and pursuant to an assignment (the "Original Tunica First Security
Agreement Assignment") dated October 10, 1995, the Company has assigned the
Tunica First Security Agreement to the Prior Senior Secured Lenders;

          WHEREAS, pursuant to a Security Agreement and Financing Statement
dated as of October 10, 1995 (the "Tunica Second Security Agreement"), RPG has
granted the Company and, pursuant to an assignment (the "Tunica Second Security
Agreement Assignment") the Company has assigned to the Junior Lienholders, a
security interest in the same personal property subject to the Tunica First
Security Agreement, on a basis subordinate in priority to the security interest
granted to the Company and assigned to the Prior Senior Secured Lenders pursuant
to the Tunica First Security Agreement and the Original Tunica First Security
Agreement Assignment;

          WHEREAS, pursuant to a Deed of Trust, Security Agreement and
Assignment of Leases and Rents dated October 10, 1995 (the "Tunica County First
Deed of Trust"), RPG has mortgaged and assigned certain real property to the
Company and the Prior Senior Secured Lenders and granted the Company and the
Prior


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Senior Secured Lenders a security interest in certain personal property;

            WHEREAS, pursuant to an Assignment of Deed of Trust (the "Original
Tunica County Assignment of First Deed of Trust"), the Company has assigned its
rights under the Tunica County First Deed of Trust to the Prior Senior Secured
Lenders;

            WHEREAS, pursuant to a Second Deed of Trust, Security Agreement and
Assignment of Leases and Rents dated October 10, 1995 (the "Tunica County Second
Deed of Trust"), RPG has mortgaged and assigned to the Company and the Junior
Lienholders the same real property mortgaged and assigned pursuant to the Tunica
County First Deed of Trust, on a basis subordinate in priority to the mortgage
and assignment to the Prior Senior Secured Lenders pursuant to the Tunica County
First Deed of Trust, and has granted the Company and the Junior Lienholders a
security interest in the same personal property subject to the Tunica County
First Deed of Trust, on a basis subordinate in priority to the security interest
granted the Prior Senior Secured Lenders pursuant to the Tunica County First
Deed of Trust;

            WHEREAS, pursuant to an Assignment of Second Deed of Trust, Security
Agreement and Assignment of Leases and Rents (the "Tunica County Assignment of
Second Deed of Trust"), the Company has assigned its rights under the Tunica
County Second Deed of Trust to the Junior Lienholders;

            WHEREAS, pursuant to a Note Assignment dated as of October 10, 1995
(the "Original Note Assignment"), the Company has assigned to the Prior Senior
Secured Lenders and the Junior Lienholders

          (ii)    a promissory note (the "HE Intercompany Note") given to the
                  Company by HORSESHOE ENTERTAINMENT, L.P. ("HE") to evidence a
                  loan from the Company to HE,

         (iii)    a promissory note (the "RPG Intercompany Note") given to the
                  Company by RPG to evidence a loan from the Company to RPG,

          (iv)    a promissory note (the "HIND Intercompany Note") given by
                  HIND to evidence a loan made by the Company to HIND,

           (v)    promissory notes ("New Project Subsidiary Intercompany Senior
                  Notes") which may be given to the Company from time to time by
                  Horseshoe Ventures or by a Subsidiary or Subsidiaries of the
                  Company to evidence loans made by the Company to Horseshoe
                  Ventures or such Subsidiary or Subsidiaries, and


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          (vi)    proceeds of such collateral;

            WHEREAS, pursuant to an Assignment of Mortgage, Security Agreement
and Assignment of Leases and Rents dated October 2, 1995 (the "Original Bossier
City Mortgage Assignment"), the Company has assigned to the Prior Senior Secured
Lenders and the Junior Lienholders the Company's rights under a Mortgage,
Security Agreement and Assignment of Leases and Rents dated October 2, 1995 (the
"Bossier City Mortgage"), given by HE to the Company to secure, among other
things, the HE Intercompany Note;

            WHEREAS, to secure its obligations under the HE Intercompany Note,
HE has, pursuant to a First Preferred Ship Mortgage dated as of October 10, 1995
(the "Bossier City First Preferred Ship Mortgage"), mortgaged a vessel known as
"Queen of the Red" and certain related collateral to the Company;

            WHEREAS, pursuant to an Assignment of Preferred Ship Mortgage dated
as of October 10, 1995 (the "Original Bossier City First Preferred Ship Mortgage
Assignment"), the Company has assigned its rights under the Bossier City First
Preferred Ship Mortgage to the Vessel Trustee, for the benefit of the Prior
Senior Secured Lenders;

            WHEREAS, to secure its obligations under the HE Intercompany Note,
HE has, pursuant to a Second Ship Mortgage dated as of October 10, 1995 (the
"Bossier City Second Ship Mortgage"), mortgaged to the Company the same
collateral mortgaged pursuant to the Bossier City First Preferred Ship Mortgage,
on a basis subordinate in priority to the Bossier City First Preferred Ship
Mortgage;

            WHEREAS, pursuant to an Assignment of Second Ship Mortgage dated as
of October 10, 1995 (the "Bossier City Second Ship Mortgage Assignment"), the
Company has assigned its rights under the Bossier City Second Ship Mortgage to
the Junior Lienholders;

            WHEREAS, pursuant to a Security Agreement and Financing Statement
dated as of October 10, 1995 (the "Bossier City First Security Agreement"), HE
has granted the Company a security interest in certain personal property
described therein, and pursuant to an assignment (the "Original Bossier City
First Security Agreement Assignment") dated October 10, 1995, the Company has
assigned the Bossier City First Security Agreement to the Prior Senior Secured
Lenders;

            WHEREAS, pursuant to a Security Agreement and Financing Statement
dated as of October 10, 1995 (the "Bossier City Second Security Agreement"), HE
has granted the Company and, pursuant to


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an assignment (the "Bossier City Second Security Agreement Assignment") the
Company has assigned to the Junior Lienholders, a security interest in the same
personal property subject to the Bossier City First Security Agreement, on a
basis subordinate in priority to the security interest granted to the Company
and assigned to the Prior Senior Secured Lenders pursuant to the Bossier City
First Security Agreement and the Original Bossier City First Security Agreement
Assignment;

            WHEREAS, pursuant to an Assignment dated November 12, 1997 (the
"Bossier City First Security Agreement Assignment"), the Prior Senior Secured
Lenders have assigned the Bossier City First Security Agreement to the Senior
Secured Lenders;

            WHEREAS, pursuant to an Intercreditor Agreement dated as of October
10, 1995, executed by the Prior Senior Secured Lenders, the Vessel Trustee and
the Junior Lienholders (the "Intercreditor Agreement"), the Prior Senior Secured
Lenders, the Vessel Trustee and the Junior Lienholders have clarified and
established their respective rights and obligations in respect of the agreements
hereinabove described (the "Original Security Documents");

            WHEREAS, pursuant to a letter agreement dated as of the date hereof
among the Prior Senior Secured Lenders and CIBC, the Prior Senior Secured
Lenders assigned to CIBC all of the rights, duties and obligations of the Prior
Senior Secured Lenders in connection with the Senior Secured Credit Facility
Agreement, the Original Security Documents and the Intercreditor Agreement;

            WHEREAS, pursuant to a letter agreement dated as of the date hereof
between the Vessel Trustee and the Agent, the Vessel Trustee has assigned to the
Agent all of its rights, title and interest under and in connection with the
Tunica County First Preferred Ship Mortgage and the Bossier City First Preferred
Ship Mortgage;

            WHEREAS, pursuant to an Assignment of Preferred Ship Mortgage dated
as of November 12, 1997 (the "1997 Tunica Vessel Assignment"), the Prior Senior
Secured Lenders have assigned their rights under the Tunica County First
Preferred Ship Mortgage to the Senior Secured Lenders;

            WHEREAS, pursuant to an Amended and Restated Credit Facility
Agreement dated as of the date hereof (the "Amended and Restated Credit Facility
Agreement"), the Company, the Senior Secured Lenders, CIBC, as Agent for the
Senior Secured Lenders and CIBC Wood Gundy Securities Corp., as the Arranger,
have amended and restated their respective obligations under the Senior Secured
Credit Facility Agreement to, among other things, provide for the


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issuance of letters of credit for the account of the Company and, under certain
circumstances, increase the availability to the Company from $150,000,000 to a
maximum of $180,000,000;

            WHEREAS, pursuant to an Amended and Restated Pledge Agreement dated
as of November 12, 1997 (the "HG First Pledge Agreement"), the Company and the
Agent have amended and restated the Original HG First Pledge Agreement in its
entirety;

            WHEREAS, pursuant an Amended and Restated Guaranty and Pledge
Agreement dated as of November 12, 1997 (the "JBB First Pledge Agreement") JBB
Gaming has amended and restated its obligations under the Original Binion
Partners First Pledge Agreement in its entirety;

            WHEREAS, pursuant to an Assignment dated as of November 12, 1997
(the "Tunica First Security Agreement Assignment"), the Prior Secured Lenders
assigned the Tunica First Security Agreement to the Senior Secured Lenders;

            WHEREAS, pursuant to an Assignment of Deed of Trust dated as of
November 12, 1997 (the "Tunica County Assignment of First Deed of Trust"), the
Prior Senior Secured Lenders have assigned their rights under the Tunica County
First Deed of Trust to the Senior Secured Lenders;

            WHEREAS, pursuant to an Amended and Restated Note Assignment dated
as of November 12, 1997, the Company, the Agent and the Indenture Trustee have
amended and restated the Original Note Assignment in its entirety;

            WHEREAS, pursuant to an Assignment of Mortgage, Security Agreement
and Assignment of Leases and Rents dated November 12, 1997, the Prior Senior
Secured Lenders have assigned their rights under the Bossier City Mortgage to
the Senior Secured Lenders;

            WHEREAS, pursuant to an Assignment of Preferred Ship Mortgage dated
as of November 12, 1997 (the "1997 Bossier Vessel Assignment"), the Prior Senior
Secured Lenders have assigned their rights under the Bossier City First
Preferred Ship Mortgage to the Senior Secured Lenders;

            WHEREAS, the Senior Lienholders and the Junior Lienholders wish to
clarify and confirm their respective rights and obligations in respect of the HG
First Pledge Agreement, the HG Second Pledge Agreement, the JBB First Pledge
Agreement, the Binion Partners Second Pledge Agreement, the Tunica County First
Preferred Ship Mortgage, the Tunica County Second Ship Mortgage, the 1997 Tunica
Vessel Assignment, the Tunica First Security Agreement, the Original Tunica
First Security Agreement


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Assignment, the Tunica Second Security Agreement, the Tunica Second Security
Agreement Assignment, the Tunica County First Deed of Trust, the Tunica County
Assignment of First Deed of Trust, the Tunica County Second Deed of Trust, the
Tunica County Assignment of Second Deed of Trust, the Note Assignment, the
Bossier City Mortgage, the Original Bossier City Mortgage Assignment, the
Bossier City First Preferred Ship Mortgage, the 1997 Bossier Vessel Assignment,
the Bossier City First Preferred Ship Mortgage Assignment, the Bossier City
Second Ship Mortgage, the Bossier City Second Ship Mortgage Assignment, the
Bossier City First Security Agreement, the Original Bossier City First Security
Agreement Assignment, the Bossier City Second Security Agreement, the Bossier
City Second Security Agreement Assignment, all financing statements filed in
respect of any of the foregoing and any other lien, assignment, pledge, mortgage
or security agreement securing the Obligations under the Amended and Restated
Credit Facility Agreement or the 12.75% Senior Notes, whether or not
specifically referred to in this Intercreditor Agreement (the "Security
Documents") and all collateral assigned, pledged or mortgaged pursuant to any
Security Document or in which a security interest is granted pursuant to any
Security Document, whether or not specifically referred to in this Intercreditor
Agreement and all proceeds thereof, including without limitation title insurance
proceeds, condemnation proceeds, casualty insurance proceeds and foreclosure
proceeds (the "Collateral");

            WHEREAS, in order to clarify and confirm their respective rights and
obligations in respect of the Security Documents and the Collateral, the parties
hereto wish to amend and restate their respective rights and obligations under
the Intercreditor Agreement on the terms, and subject to the conditions set
forth herein;

            NOW, THEREFORE, the Senior Lienholders and the Junior Lienholders
hereby amend and restate the Intercreditor Agreement in its entirety to read as
follows:

            SECTION 1. Definitions. Capitalized terms used in this Amended and
Restated Intercreditor Agreement, including its preamble and recitals, which are
not defined herein shall have the meaning specified in the Amended and Restated
Credit Facility Agreement.

            SECTION 2.  Priority of Liens.

            (a) Irrespective of the time, order or method of attachment or
perfection of any lien, pledge, mortgage, assignment or security interest in the
Collateral by the Prior Senior Secured Lenders, the Agent, the Senior
Lienholders and the Junior Lienholders or the time or order of filing or
recording of


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financing statements or other liens, pledges, mortgages, assignments or security
interests pertaining to the Collateral and irrespective of anything contained in
any filing or agreement to which the Agent, any Senior Secured Lender, any
holder of a Note, either Junior Lienholder, any purchaser or holder of a 12.75%
Senior Note or the Company may now or hereafter be a party, the Senior
Lienholders and the Junior Lienholders agree that

         (i)      the lien, pledge, mortgage, assignment or security interest in
                  any Collateral in favor of the Senior Lienholders shall be
                  senior and prior to the lien, pledge, mortgage or assignment
                  of or security interest in such Collateral in favor of the
                  Junior Lienholders or any purchaser or holder of a 12.75%
                  Senior Note, and

        (ii)      the lien, pledge, mortgage or assignment of or security
                  interest in any Collateral in favor of the Junior Lienholders
                  or any purchaser or holder of a 12.75% Senior Note shall be
                  junior and subordinate to the lien, pledge, mortgage or
                  assignment of or security interest in such Collateral in favor
                  of the Senior Lienholders.

         (b) one or more Security Agreements, including without limitation the
Note Assignment and the Bossier City Mortgage, may by their terms create or be
deemed to create a single lien, pledge, mortgage, assignment or security
interest in favor of both the Senior Lienholders and the Junior Lienholders.
Nevertheless, until payment in full of the Notes, the Letters of Credit, the
Secured Hedging Obligations and all other Obligations payable to the Senior
Lienholders pursuant to the Loan Documents, the Senior Lienholders, subject to
the terms and conditions of this Amended and Restated Intercreditor Agreement,
shall have the sole right, to the exclusion of the Junior Lienholders, to
possess, enforce, collect, receive and retain payments or recoveries in respect
of, and otherwise enjoy the benefits of any Security Agreement in favor of the
Senior Lienholders, whether or not such Security Agreement, by its terms, also
creates rights in favor of the Junior Lienholders, provided however, that the
Junior Lienholders shall nevertheless retain any right to receive notices and
information, and to approve or disapprove actions, waivers or amendments, to the
extent provided in any Security Document, and provided further, that the Junior
Lienholders shall nevertheless retain all rights under the 12.75% Senior Notes
and under the 12.75% Senior Secured Notes Indenture, including the right to
receive payments and to accelerate the obligations thereunder.

         (c) For the avoidance of doubt, the Senior Lienholders and


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the Junior Lienholders agree that notwithstanding the fact that the Tunica
County First Deed of Trust, the Tunica County Assignment of First Deed of Trust,
the Tunica County Second Deed of Trust, the Tunica County Assignment of Second
Deed of Trust, the Tunica County First Preferred Ship Mortgage and the Tunica
County Second Ship Mortgage may all secure amounts payable under the RPG
Intercompany Note, the Tunica County First Deed of Trust, the Tunica County
Assignment of First Deed of Trust and the Tunica County First Preferred Ship
Mortgage shall secure, for the exclusive benefit of the Senior Lienholders,
amounts owing in respect of the RPG Intercompany Note, and the Tunica County
Second Deed of Trust, the Tunica County Assignment of Second Deed of Trust and
the Tunica County Second Ship Mortgage shall secure, for the exclusive benefit
of the Junior Lienholders, amounts owing in respect of the RPG Intercompany
Note.

            SECTION 3. Possession of Collateral. The Senior Lienholders and the
Junior Lienholders designate the Agent to hold the HE Intercompany Note, the RPG
Intercompany Note, and any other negotiable instrument or other tangible
Collateral in which both the Senior Lienholders and the Junior Lienholders have
a security interest or which is pledged both to the Senior Lienholders and to
the Junior Lienholders. The Agent agrees to hold such Collateral on behalf of
the Senior Lienholders and the Junior Lienholders in accordance with this
Amended and Restated Intercreditor Agreement and any applicable Security
Document. Pursuant to the Amended and Restated Credit Facility Agreement, the
Majority Lenders (as defined in the Amended and Restated Credit Facility
Agreement) have the right from time to time to designate any other Senior
Secured Lender to hold Collateral on behalf of the Senior Lienholders. The
Junior Lienholders designate to hold any Collateral referred to in this section
3, any Senior Secured Lender so designated by the Senior Secured Lenders, and
each Senior Secured Lender agrees that if so designated, it shall hold such
Collateral on behalf of the Senior Lienholders and the Junior Lienholders in
accordance with this Amended and Restated Intercreditor Agreement and any
applicable Security Document.

     SECTION 4. Notice of Events of Default. In the event that any Senior
Lienholder directly or indirectly gives to the Company, HE, RPG or any other
party obligated under any Security Document or directly or indirectly receives
from the Company, HE, RPG or any other party obligated under any Security
Document notice of an Event of Default (as defined in the Amended and Restated
Credit Facility Agreement), the Senior Lienholders shall cause a copy of such
notice to be delivered promptly to the Junior Lienholders. In the event that any
Junior Lienholder directly or indirectly gives to the Company, HE, RPG or any
other party obligated under any Security Document or directly or


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indirectly receives from the Company, HE, RPG or any other party obligated under
any Security Document notice of an Event of Default (as defined in the 12.75%
Senior Secured Notes Indenture), the Junior Lienholders shall cause a copy of
such notice to be delivered promptly to the Senior Lienholders.


            (a) Except as provided in section 5(b), following receipt of notice
of an Event of Default (as defined in the Amended and Restated Credit Facility
Agreement), the Junior Lienholders shall have the right, but not the obligation,
to cure such Event of Default, and the Senior Lienholders shall not exercise any
remedy under the Amended and Restated Credit Facility Agreement or the Security
Documents, until the expiration of the period specified in section 5(a)(i) or
section 5(a)(ii), to the extent applicable.

                (i) If the Event of Default described in such notice can be
                    cured by the payment of money, the Junior Lienholders shall
                    have the right, but not the obligation, to cure such Event
                    of Default by the payment of money within fifteen (15) days
                    of the effective date of such notice.

               (ii) If the Event of Default described in such notice cannot be
                    cured by the payment of money but can be cured by other
                    actions on the part of the Junior Lienholder, the Junior
                    Lienholder shall have the right, but not the obligation, to
                    cure such Event of Default within thirty (30) days of the
                    effective date of such notice; provided however, that in the
                    case of such an Event of Default which is susceptible to
                    cure but cannot be cured within thirty (30) days with the
                    exercise of reasonable diligence, so long as the Junior
                    Lienholders commence such cure within thirty (30) days and
                    thereafter diligently pursue such cure, the Junior
                    Lienholders shall have a total period of sixty (60) days
                    within which to cure such Event of Default.

              (iii) If the Event of Default described in such notice is the
                    bankruptcy or insolvency of the Company or any Subsidiary,
                    or cannot be cured by the Junior Lienholders, either by the
                    payment of money or otherwise, then the Senior Lienholders
                    may proceed with any remedies available under the Amended
                    and Restated Credit Facility Agreement, the Security
                    Documents or applicable law, without allowing a cure period
                    for the Junior Lienholders.


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            (b) Notwithstanding the provisions of section 5(a), if the Senior
Lienholders determine in good faith that immediate action with respect to an
Event of Default is necessary to protect or preserve the value of any
Collateral, then the Senior Lienholders may immediately take such action as is
permitted by the Amended and Restated Credit Facility Agreement, the Security
Documents or applicable law, provided that

                (i) they give the Junior Lienholders prior notice of such
                    action, and

               (ii) if the Junior Lienholders thereafter cure such Event of
                    Default within the period otherwise allowable under section
                    5(a), the Senior Lienholders shall rescind actions
                    previously taken or take such further action as the Junior
                    Lienholders may reasonably request to restore the Junior
                    Lienholders and the Senior Lienholders to the positions they
                    would have been in had the Junior Lienholders been allowed
                    the cure period specified in section 5(a).

            (c) With respect to any Event of Default, the Junior Lienholders
may, by written notice to the Senior Lienholders, waive the right to cure.

            SECTION 6.  Standstill Agreement.

            (a) Notwithstanding any provision in the 12.75% Senior Secured Note
Indenture, any purchase agreement relating to the 12.75% Senior Notes or any
Security Document to the contrary, the Junior Lienholders agree that so long as
any portion of the Notes, the Letters of Credit, the Secured Hedging Obligations
or any other Obligations payable to the Senior Lienholders pursuant to the Loan
Documents is unpaid, the Junior Lienholders shall not exercise any remedy under
any Security Document unless an Event of Default (as defined in the Amended and
Restated Credit Facility Agreement) has occurred and has continued without being
cured for a period of one year, provided however, that the Junior Lienholders
shall nevertheless retain all rights under the 12.75% Senior Notes and under the
12.75% Senior Secured Notes Indenture, including the right to receive payments
and to accelerate the obligations thereunder.

            (b) The one-year period referred to in section 6(a) shall commence
(1) when the cure period provided in section 5(a) expires, or (2) when the
Junior Lienholders give notice to the Senior Lienholders that they waive the
right to cure such default pursuant to section 5(c).


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            (c) Nothing in this section 6 shall prevent the Junior Lienholders
from answering or joining any action brought by the Senior Lienholders for the
purpose of foreclosing upon, taking possession of, repossessing, or having a
receiver appointed with respect to any Collateral, so long as, except as
provided in this section 6, the Junior Lienholders do not seek foreclosure,
possession, repossession or the appointment of a receiver for Collateral other
than that which is the subject of the action by the Senior Lienholders.

            SECTION 7. Transfer of Security Documents, Collateral and Excess
Proceeds.

            (a) Upon payment in full of the Notes and all other Obligations
payable to the Senior Lienholders pursuant to the Loan Documents, the Senior
Lienholders shall promptly transfer to the Junior Lienholders, without recourse
and without representation or warranty, (i) all Collateral in the possession of
the Senior Lienholders in which the Junior Lienholders hold a security interest,
including without limitation the HE Intercompany Note, the RPG Intercompany Note
and any New Project Subsidiary Intercompany Senior Notes (to the extent that any
such note has not been fully paid), and (ii) all Security Documents in favor of
both the Senior Lienholders and the Junior Lienholders theretofore held by the
Senior Lienholders, including without limitation the Bossier City Mortgage (to
the extent that the HE Intercompany Note has not been fully paid), (iii) all
other instruments representing or evidencing the Collateral, together with
appropriate transfers or assignments in blank, and (iv) any proceeds of any
Collateral in excess of the amounts owing to the Senior Lienholders. In
addition, the Senior Lienholders shall promptly discharge or terminate all other
Security Documents not so transferred or assigned.

            (b) In the event that any payment or amount which has been applied
to the Notes, the Letters of Credit, the Secured Hedging Obligations or any
other Obligations payable to the Senior Lienholders pursuant to the Loan
Documents is rescinded or must be returned on account of the insolvency of the
payor or otherwise so that the obligations under the Loan Documents are in
effect reinstated, then any transfer pursuant to section 7(a) shall be
rescinded, the Junior Lienholders shall forthwith return to the Senior
Lienholders any Security Documents, Collateral or proceeds transferred or
assigned to them pursuant to section 7(a), together with any proceeds or
collections in respect thereof, and all rights given to the Senior Lienholders
pursuant to the Security Documents and this Amended and Restated Intercreditor
Agreement shall again vest in the Senior Lienholders as though such payment or
application and such transfer or assignment had never been made.


                                      -13-
<PAGE>   15
            SECTION 8.  Debt Pari Passu. Nothing in this Amended and Restated
Intercreditor Agreement shall be deemed to subordinate in any way the rights of
payment that are due to the Junior Lienholders under the 12.75% Senior Notes or
the 12.75% Senior Secured Note Indenture to any rights of payment that are due
the Senior Lienholders under the Notes, the Letters of Credit, the Secured
Hedging Obligations or the Amended and Restated Credit Facility Agreement.
Except as provided in this Amended and Restated Intercreditor Agreement or the
Loan Documents with respect to lien priority and rights in respect of
Collateral, the 12.75% Senior Notes shall rank pari passu with the Notes, the
Letters of Credit and the Secured Hedging Obligations.

            SECTION 9.  Limitation on Subordination. Notwithstanding anything
contained in this Amended and Restated Intercreditor Agreement to the contrary,
the rights of the Junior Lienholders under the Security Documents are not
subject and subordinate to any modification, extension, renewal, increase or
replacement of the Loan Documents or (except as specifically provided in the
Loan Documents as of the date of this Amended and Restated Intercreditor
Agreement) the obligations secured thereunder as of the date of this Amended and
Restated Intercreditor Agreement.

            SECTION 10. Notices. All notices under this Amended and Restated
Intercreditor Agreement shall be in writing (including by facsimile) and shall
be effective when received by the persons listed on Schedule A attached hereto
as persons entitled to receive notices on behalf of the Senior Lienholders or
the Junior Lienholders, as the case may be. The Senior Lienholders or the Junior
Lienholders may, by notice, deliver a superseding list of addressees. Time
periods which are specified in this Amended and Restated Intercreditor Agreement
as beginning upon the giving of notice shall begin when such notice becomes
effective.

            SECTION 11. Severability. Any provision of this Amended and Restated
Intercreditor Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

            SECTION 12. Amendments, Waivers. No term or provision of this
Amended and Restated Intercreditor Agreement may be amended or waived orally,
but only by an instrument in writing signed by the party against whom
enforcement of the amendment or waiver is sought.

            SECTION 13. Termination. This Amended and Restated


                                      -14-
<PAGE>   16
Intercreditor Agreement shall terminate upon indefeasible payment in full of the
Notes, the Letters of Credit, the Secured Hedging Obligations and all other
Obligations payable to the Senior Lienholders pursuant to the Loan Documents,
and conveyance to the Junior Lienholders of the Security Documents and
Collateral required by section 7.

            SECTION 14. Successors and Assigns; Transfer of Senior Obligations.
This Amended and Restated Intercreditor Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the Senior Lienholders and
the Junior Lienholders, and their respective successors and assigns including
without limitation all holders of the Notes, the issuer of the Letter of Credit
and the Lender's party to Hedging Obligations and all holders of the 12.75%
Senior Notes.

            SECTION 15. No Third Party Benefits. Nothing in this Amended and
Restated Intercreditor Agreement is intended to give the Company, the owner of
any Collateral or any other person not a party to this Amended and Restated
Intercreditor Agreement any right, remedy or claim under this Amended and
Restated Intercreditor Agreement or otherwise.

            SECTION 16. Governing Law. This Amended and Restated Intercreditor
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York.

            SECTION 17. Counterparts. This Amended and Restated Intercreditor
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which shall together constitute a single
agreement.

            SECTION 18. NO JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH PARTY TO THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT HEREBY
IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS
AMENDED AND RESTATED INTERCREDITOR AGREEMENT.

            IN WITNESS WHEREOF, the parties hereto have executed this Amended
and Restated Intercreditor Agreement as of the day and year first above written.

                                  CANADIAN IMPERIAL BANK OF COMMERCE,
                                  as agent


                                  By:
                                      --------------------------------
                                  Name: Paul J. Chakmak


                                      -15-
<PAGE>   17
                                  Title: Managing Director
                                  CIBC Oppenheimer Corp., AS AGENT



                                      -16-
<PAGE>   18
                                        U.S. TRUST COMPANY OF CALIFORNIA,
                                        N.A., as Trustee


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


                                      -17-
<PAGE>   19
                                        UNITED STATES TRUST COMPANY OF NEW
                                        YORK, as Collateral Agent


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


                                      -18-
<PAGE>   20
                                  Schedule A to
                  Amended and Restated Intercreditor Agreement
                                Notice Addresses


Senior Lienholders

1.          Canadian Imperial Bank of Commerce,
                  as agent
            425 Lexington Avenue
            New York, New York 10017

            Telephone: (212)
            Facsimile: (212)

Junior Lienholders

1.          U.S. Trust Company of California, N.A.
            515 S. Flower Street
            Los Angeles, California 90071-2291
            Attention:  Corporate Trust Department

            Telephone:
            Facsimile:

2.          United States Trust Company of New York
            114 West 47th Street
            New York, New York 10036

            Telephone:
            Facsimile:
<PAGE>   21
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
SECTION 1.   Definitions......................................................9

SECTION 2.   Priority of Liens................................................9

SECTION 3.   Possession of Collateral........................................10

SECTION 4.   Notice of Events of Default.....................................11

SECTION 5.   Junior Lienholders Right to cure................................11

SECTION 6.   Standstill Agreement............................................12

SECTION 7.   Transfer of Security Documents, Collateral
             and Excess Proceeds.............................................13

SECTION 8.   Debt Pari Passu.................................................14

SECTION 9.   Limitation on Subordination.....................................14

SECTION 10.  Notices ........................................................14

SECTION 11.  Severability....................................................14

SECTION 12.  Amendments, Waivers.............................................15

SECTION 13.  Termination.....................................................15

SECTION 14.  Successors and Assigns; Transfer of Senior
             Obligations.....................................................15

SECTION 15.  No Third Party Benefits.........................................15

SECTION 16.  Governing Law...................................................15

SECTION 17.  Counterparts....................................................15

SECTION 18.  NO JURY TRIAL...................................................15


Schedule A: Notice Addresses


                                       -i-