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                                                                   EXHIBIT 10.01


                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                                 LEASE AGREEMENT

                                 By and Between

                        RIVERGATE DEVELOPMENT CORPORATION

                                       And

                           JAZZ CASINO COMPANY, L.L.C.

                                       And

                               CITY OF NEW ORLEANS


         This First Amendment to Amended and Restated Lease Agreement (the
"First Amendment") is made and entered into this 28th day of March, 2001, by and
between:

         RIVERGATE DEVELOPMENT CORPORATION ("Landlord"), a Louisiana public
         benefit corporation;

         and

         JAZZ CASINO COMPANY, L.L.C. ("Tenant"), a Louisiana limited liability
         company, successor-in-interest to Grand Palais Casino, Inc. and
         Harrah's Jazz Company, represented herein by its undersigned agent,
         duly authorized;

         and

         CITY OF NEW ORLEANS ("City"), a municipal corporation appearing herein
         as INTERVENOR.


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         WHEREAS, Harrah's Jazz Company filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code on November 22, 1995 in
the United States Bankruptcy Court for the Eastern District of Louisiana (the
"Bankruptcy Court"), Case No. 95-14545; and,

         WHEREAS, the Bankruptcy Court as of October 13, 1998 confirmed a Third
Amended Joint Plan of Reorganization, as modified, under Chapter 11 of the
United States Bankruptcy Code as submitted by Harrah's Jazz Company and certain
other parties (the "Plan"), and,

         WHEREAS, as contemplated by the Plan, Tenant succeeded by operation of
law to all rights and obligations of Harrah's Jazz Company under the Original
Amended Lease; and,

         WHEREAS, as of August 15, 1996, Harrah's Jazz Company, Landlord, and
City entered into that certain Agreement Regarding Modifications and Related
Agreements in Respect of Amended and Restated Canal Street Casino Lease,
Termination of Basin Street Casino Lease, Amended and Restated General
Development Agreement, the Conditional Use Ordinances and other Regulatory
Matters (the "City Agreement"), requiring, among other things, the amendment and
restatement of certain terms of the Original Amended Lease as of the effective
date of the Plan (the "Plan Effective Date"); and,

         WHEREAS, an Amended and Restated Lease Agreement (the "Restated Lease")
was entered into by and between Landlord, Tenant and City, dated October 29,
1998, a memorandum of which is filed in the conveyance records of Orleans,
Parish, Louisiana, at Instrument No. 168130, Notarial Archives No. 98-50458,
whereby certain terms of the Original Amended Lease were amended and restated;

         "WHEREAS, Tenant has requested a reduction in payments, taxes,
administrative and operational costs and/or expenses required under the Restated
Lease Agreement to be paid by Tenant to the City, Landlord or other third
parties. In exchange for the City and Landlord



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designating and providing for said reductions, the City and Landlord seek
revisions to the Restated Lease Agreement to provide maintenance of employment
levels and protection of employees in the event of workforce reductions, to
strengthen the Landlord's and City's position in the event of future defaults of
Tenant, to provide direction with respect to the development of the second floor
of the casino, and to provide a means to recover all or a portion of the rent
reduction in the event the casino exceeds Tenant's current projected revenues;"
and

         WHEREAS, Landlord, Tenant and City have agreed to further amend the
Restated Lease in certain particulars as hereinafter set forth, subject to the
following terms and conditions, accordingly;

         NOW THEREFORE, for valuable consideration, the receipt of sufficiency
of which are hereby acknowledged, Landlord, Tenant and City agree that the
Restated Lease is hereby modified and amended in the following particulars,
to-wit:

1.       Capitalized terms utilized herein but not otherwise defined herein have
         the meaning ascribed to them in Restated Lease.

2.       The following language is hereby added to the Restated Lease as new
         Section 4.23:
         2(a) IN ORDER TO EFFECTUATE THE REDUCTIONS REQUESTED BY TENANT, THE
         FOLLOWING LANGUAGE IS HEREBY ADDED TO THE RESTATED LEASE AS NEW
         SECTION 4.23:

         "SECTION 4.23 REDUCTION IN PAYMENTS AND EXPENSES

                  Landlord, City and Tenant hereby agree that the payments,
         taxes, administrative and operational costs and/or any other expenses
         that Tenant currently pays or incurs at least annually under the Lease,
         or as a result of obligations imposed or created by the Lease, whether
         to Landlord, City or others (the "Payments and Expenses"), shall be
         reduced by $5,000,000 per year,


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         effective March 31, 2001. Landlord and City further agree that within
         one hundred twenty (120) days from the adoption of Ordinance No. 23,548
         authorizing the execution of this First Amendment to Amended and
         Restated Lease Agreement, Landlord and City shall designate the
         Payments and Expenses that will be reduced or deleted, and the amounts
         of such reductions. Tenant shall accept without negotiation the sources
         and amounts of the Payments and Expenses designated by the Landlord and
         City as reductions provided that these reductions result in savings to
         Tenant in an amount of at least $5,000,000 per year, beginning with the
         calendar year 2001, and the Lease shall be amended accordingly. Tenant
         hereby agrees to grant a permanent annual credit toward the total
         required reduction of $5,000,000 equal to the property tax savings
         realized by Tenant in an amount equaling $2,100,000.00. Any increased
         assessment directly resulting from new or additional improvements to
         the Development or for any other reason shall not reduce any such
         credits granted by Tenant toward the total required reduction of
         $5,000,000.

                  Notwithstanding any provisions of the Restated Lease or this
         First Amendment to the contrary, including but not limited to the
         sections contained in Article VIII of the Lease, Tenant shall be
         permitted to operate the Development and to conduct its operations with
         respect to lodging, retail merchandise and food services to the full
         extent permitted by applicable state and local law, subject to the
         City's Comprehensive Zoning Ordinance, and the Lease shall be amended
         to conform Article VIII, and any other affected provisions of the
         Lease, to such law. Notwithstanding any of the foregoing provisions,
         nothing contained herein shall:


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         (1) diminish or otherwise affect the City's zoning rights and powers,
         (2) be considered a zoning or conditional use approval, nor amend or
         alter the process and procedures for obtaining conditional uses or
         zoning rights."

         2(b) IN PARTIAL CONSIDERATION FOR THE REDUCTIONS RESULTING FROM THE
INSERTION OF SECTION 4.23 INTO THE RESTATED LEASE AS REQUESTED BY TENANT, THE
FOLLOWING LANGUAGE IS HEREBY ADDED TO THE RESTATED LEASE AS NEW SECTION 32.26:


         SECTION 32.26. TENANT'S AGREEMENT OF FULL EMPLOYMENT

         Subject to all other provisions of this Lease, Tenant agrees that it
will use best efforts to maintain full employment in its currently operating
facilities on the Leased Premises at least at the same level as existed as of
December 31, 2000 for the entire term of the lease and any renewals hereof. For
purposes of measuring Tenant's performance of this obligation, new employees
retained in connection with retail or food service operations in Space Leases on
the second floor of the Development shall be excluded. In the event employment
levels fall below 2550 employees any employee who is involuntarily terminated
other than one who is terminated for cause pursuant to duly authorized
employment procedures, shall be entitled to a severance package, in addition to
any other severance benefits currently provided by Tenant, which shall include
at least the following benefits: (1) a preference of employment in substantially
the same capacity at substantially the same pay and benefits, if available, at
other gaming operations operated by Tenant, Casino Manager, or Affiliates of
either (2) facilitate employee participation in re-employment and retraining
programs to assist to obtain new employment which programs shall be in the form
of a voucher in an amount not less than $200.00 which may be utilized at any
state based university, community, junior college, or trade school; (3) out
placement services for a period of ninety (90) days to assist in obtaining new
employment. The above additional


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severance benefits may not be required in the event of involuntarily
terminations caused by economic downturn.

         2(c) AS FURTHER CONSIDERATION FOR THE REDUCTIONS RESULTING FROM THE
INSERTION OF SECTION 4.23 INTO THE RESTATED LEASE AS REQUESTED BY TENANT, THE
FOLLOWING AMENDMENTS ARE MADE TO THE RESTATED LEASE:

                  (i)      SECTION 1.22 OF THE RESTATED LEASE IS HEREBY DELETED
                           IN ITS ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN
                           LIEU THEREOF:

                                    "1.22. COC Minimum Payment means the sum due
                                    the State of Louisiana by and through the
                                    LGCB for each COC Fiscal Year as stated in
                                    the Second Amendment to Amended and
                                    Renegotiated Casino Operating Contract of
                                    March 8, 2001."

                  (ii)     SECTION 3.1 OF THE RESTATED LEASE IS HEREBY DELETED
                           IN ITS ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN
                           LIEU THEREOF:

                           "SECTION 3.1. TERM

                                    The Initial Term of this Lease shall be
                           twenty (20) years plus the amount of time between the
                           Effective Date and the Execution Date commencing on
                           the Effective Date. Tenant shall have the right and
                           option to extend this Lease and concurrently
                           therewith, the Second Floor Non-Gaming Sublease
                           (unless the Second Floor Non-Gaming Sublease shall be
                           sooner terminated pursuant to the terms and
                           conditions set forth therein), for three (3)
                           consecutive Extended Terms


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                           of ten (10) years each unless this Lease shall be
                           sooner terminated pursuant to the terms and
                           conditions set forth herein; provided, however, that
                           the option to extend this Lease and the Second Floor
                           Non-Gaming Sublease for Extended Terms may be
                           exercised only if there is no outstanding Event of
                           Default."

         (iii) SECTION 4.13(a) OF THE RESTATED LEASE IS HEREBY DELETED IN ITS
ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:

         "SECTION 4.13. SECOND FLOOR NON-GAMING SUBLEASE

         (a) On the Execution Date, Tenant has entered into the Second Floor
Non-Gaming Sublease. Within a reasonable period of time after the effective date
of this Amendment to Restated Lease, Tenant and JCC Development shall submit an
updated Master Plan in accordance with the Second Floor Non-Gaming Sublease,
which establishes guidelines for the development of the second floor regarding
rent, tenant improvements and concessions, permissible uses, brokerage fees and
an initial capital improvement budget. Once an agreement to the updated Master
Plan is reached among Landlord, Tenant, and JCC Development and all necessary
approvals of governmental agencies have been obtained, Tenant shall cause build
out pursuant to the Second Floor Non-Gaming Sublease to commence within a
reasonable period of time thereafter and build out shall be prosecuted
diligently thereafter to completion. Notwithstanding the above, Tenant shall be
excused from commencing such build out for so long as Tenant is unable to obtain
commercially reasonable financing for the build out. Tenant shall not consent to
any waiver of or modification to the Second Floor Non-Gaming Sublease or the
Master Plan without the prior written consent of Landlord, the City and the City
Council."


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         (iv) SECTION 4.20 OF THE RESTATED LEASE IS HEREBY DELETED IN ITS
ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:

         "SECTION 4.20. CHANGE OF USE AND ADJUSTMENT OF RENT AND ADDITIONAL
                        CHARGES UPON CHANGE OF LAW

         (a) If, by reason of a change of law or the enactment of a new law,
either (i) during a time when Tenant is not in default under the Casino
Operating Contract or the Lease, or (ii) during a time when Tenant is in default
under the Casino Operating Contract or the Lease but any applicable cure period
and/or appeal period available has not yet run or expired, and in either case,
while gaming operations are continuing to be legally conducted at the Lease
Premises, Casino Gaming Operations shall no longer be permitted to be conducted
on the Casino Premises or shall be modified, restricted or limited in a manner
that materially diminishes the benefits afforded to Tenant or the gaming
activities permitted to be conducted on the Casino Premises pursuant to LSA R.S.
27:201, et seq., as currently enacted, Landlord and Tenant agree to renegotiate,
modify and re-establish this Lease in good faith and to determine the Highest
and Best Use of the Leased Premises in order to reflect the change in conditions
and permissible uses under prevailing Governmental Requirements (such event
being a "Change in Use"). The Rent and Additional Charges payable under this
Lease shall be renegotiated, modified and re-established in accordance with
Sections 4.20(b) through 4.20(d) of this Lease for any new use made of the
Development by Tenant, effective as of the date of commencement of such new use.
During any period between the effective date of the change of law or new law and
commencement of a new use, the Rent and Additional Charges shall be twenty
percent (20%) of Cash Flow.


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         (b) The parties shall endeavor, for ninety (90) days after a new use is
determined to agree upon the rent and additional charges (the "Adjustment") for
the new use of the Leased Premises.

         (c) If the parties cannot agree upon the Adjustment within the period
described in the previous subsection, then they shall endeavor to agree upon a
Qualified Appraiser to resolve the dispute and determine the Adjustment and
other necessary changes to this Lease. If they cannot agree upon a single
Qualified Appraiser within thirty (30) days, then, within fourteen (14) days
after the occurrence of such failure, each shall appoint a Qualified Appraiser.
The two Qualified Appraisers shall within thirty (30) days after both have been
appointed designate a third Qualified Appraiser; if they do not, then either
party shall be entitled to apply to a court of competent jurisdiction for
designation of the third Qualified Appraiser. The Adjustment and other necessary
changes shall be determined by either the one agreed-upon Qualified Appraiser or
by the three Qualified Appraisers so chosen, as applicable. "Qualified
Appraiser," as used in this Lease, shall mean an appraiser who shall: (i) hold a
general certification from the State of Louisiana Real Estate Appraisal
Subcommittee; (ii) be a designated member of a nationally recognized appraisal
organization with a recognized educational program and code of ethics including
the Uniform Standards of Professional Appraisal Practices; and (iii) have at
least ten (10) years' experience in commercial real estate transactions in
Orleans Parish. Each party shall pay the fees and costs of the Qualified
Appraiser that they appoint. The fees and costs of the third Qualified Appraiser
shall be split equally between Landlord and Tenant.

         (d) Within thirty (30) days after the Qualified Appraiser(s) has been
selected, each party shall submit to the Qualified Appraiser(s) any information
in said parties' possession needed or required by the Qualified Appraiser(s) to
determine the fair and reasonable


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Adjustment and other charges necessary to facilitate the Change in Use for the
duration of such Change in Use. The Qualified Appraiser(s) shall, within sixty
(60) days after having been designated, determine (by majority vote, if three)
the fair and reasonable Adjustment. The determination of the Qualified
Appraiser(s) shall bind the parties from and after the Change in Use, for the
duration of such Change in Use. Nothing in this Lease shall be deemed to require
Tenant to make a Change in Use or to prevent or preclude Tenant from restoring
use of the Leased Premises to the uses originally contemplated by this Lease, at
which time the original Rent and Additional Charges and other terms of this
Lease shall again become fully effective and enforceable.

         (e) Notwithstanding the above, if, by reason of a change of law or the
enactment of a new law during a time when Tenant is either in default under
either the Casino Operating Contract or this Lease, or both, and all applicable
cure periods and appeal periods have run and expired without said default being
cured, Casino Gaming Operations shall no longer be permitted to be conducted on
the Casino Premises or shall be modified, restricted or limited in a manner that
materially diminishes the benefits afforded to Tenant or the gaming activities
permitted to be conducted on the Casino Premises pursuant to LSA R.S. 27:201, et
seq., as currently enacted, Landlord and Tenant agree that Landlord may, upon
thirty (30) days advance written notice to Tenant and to all Leasehold
Mortgagees, terminate this Lease. Upon such termination, all Improvements shall
immediately become the property of Landlord in full ownership, without
compensation of any kind to Tenant, JCC Development or any Mortgagee or any
other person or entity, free and clear of any mortgages or encumbrances;
provided that, notwithstanding the foregoing, any New Lease granted to a
Mortgagee pursuant to Section 23.6 of this Lease shall include a lease of all
such Improvements. Alternatively, if Landlord elects not to terminate the


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Lease as provided herein, the parties may renegotiate, modify and re-establish
this Lease in good faith as set forth in subsections (b) through (d) above."

         (v) SECTION 7.1.(a) OF THE RESTATED LEASE IS HEREBY DELETED IN ITS AND
THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:

         "SECTION 7.1. OWNERSHIP OF IMPROVEMENTS

         (a)      Upon the expiration of the Term or earlier termination of the
                  Lease, all Improvements shall immediately become the property
                  of Landlord in full ownership, without compensation of any
                  kind to Tenant, JCC Development or any Leasehold Mortgagee or
                  any other person or entity, free and clear of any mortgages or
                  encumbrances; provided that, notwithstanding the foregoing,
                  any New Lease granted to a Leasehold Mortgagee pursuant to
                  Section 23.6 of this Lease shall include a lease of all such
                  Improvements. During the Term and subject to the terms of the
                  Second Floor Non-Gaming Sublease, Tenant shall own and retain
                  title to all Improvements and Tenant's Property subject to all
                  privileges and liens provided by Louisiana law. After Site
                  Mobilization and subject to the terms of the Second Floor
                  Non-Gaming Sublease, Harrah's Jazz Company, and after the Plan
                  Effective Date, Tenant, shall have the sole and exclusive
                  right and entitlement to claim depreciation on all
                  Improvements and Tenant's Property located on the Leased
                  Premises. Upon the termination of the Lease by default,
                  expiration of the Term or as otherwise provided herein, Tenant
                  will remain the owner of Tenant's Property on the Development
                  subject to all liens and privileges

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                  provided by Louisiana law, including but not limited to all
                  removable temporary buildings, gaming devices and machines."

         (vi) SECTION 21.1(h) OF THE RESTATED LEASE IS HEREBY DELETED IN ITS
ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:

         "SECTION 21.1. EVENTS OF DEFAULT

          "The occurrence of any of the following shall constitute a material
          default and breach of this Lease by Tenant (an "Event of Default"):

         (h)      If the Casino Operating Contract is revoked or terminated by a
                  final action of the LGCB, from which all appeals have been
                  exhausted, or an automatic termination of the Casino Operating
                  Contract becomes effective; or if Tenant shall fail to obtain
                  an extension, renewal, or replacement of the Casino Operating
                  Contract prior to its expiration; or"

         (vii) SECTION 22.1. OF THE RESTATED LEASE IS HEREBY DELETED IN ITS
ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:

         "SECTION 22.1. LANDLORD APPROVAL OF LEASEHOLD MORTGAGES

         Landlord hereby revokes any and all prior approvals of any Leasehold
Mortgages granted and/or recorded of record prior to the execution and
recordation of this First Amendment to Lease. Tenant shall cause the inscription
of all such previously granted and/or recorded Leasehold Mortgages to be
cancelled and erased from the public records. To the extent required by LSA R.S.
41:1216, but without acknowledging the applicability of that statute, Landlord
hereby approves, without reservation except for the restrictions and conditions
provided in this


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Lease, (a) any mortgage, pledge, hypothecation or other encumbrance of this
Lease and the Improvements granted after and recorded after execution and
recordation of this First Amendment to Restated Lease and (b) any sale or other
assignment thereof to any Leasehold Mortgagee or by any Leasehold Mortgagee, or
any seizure or sale resulting from a Leasehold Mortgagee's exercise of rights
under its Leasehold Mortgage occurring after execution and recordation of the
First Amendment to Restated Lease. Provided, however, all such Leasehold
Mortgages shall only be deemed approved if they contain express language
acknowledging that the rights granted under such Leasehold Mortgages are subject
to and may be exercised and enforced only in conformity with the provisions of
this Lease. This Lease consists of the entirety of all the rights and
obligations by and between the Tenant and the Landlord, and is not limited to
the Tenant's right of occupancy, use or enjoyment. The Landlord's rights
pursuant to the express terms of the Lease and the protections afforded the
Leasehold Mortgagee expressly contained in the Lease shall not be impaired,
altered, or affected by any seizure, foreclosure, attachment, sequestration,
levy or execution on any of the Tenant's interests in the Lease. Any such
seizure, foreclosure, attachment, sequestration, levy or execution on any of the
Tenant's in the interest in the Lease must be in the entirety of the Tenant's
interest in the Lease, including the Tenant's pay rights, duties, and
obligations under the Lease, including but not limited to, the obligation to
Minimum Payments. Nothing herein shall in any way alter or modify the provisions
of the Lease or any Leasehold Mortgage, including but not limited to the
Tenant's obligations to thereunder protect against the filing or enforcement of
any mechanics', materialmen's, contractors', vendor's, laborers' or
subcontractors' liens on any part of the Leased Premises or the Improvements.
Furthermore, any judicial mortgage shall be subject to this Lease and any
seizure, foreclosure, or other execution of any such judicial mortgage must be

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on the entirety of the Lease, including Tenant's duties and obligations under
the Lease, as set forth above.

         (viii) SECTION 23.1. OF THE RESTATED LEASE IS HEREBY DELETED IN ITS
ENTIRETY AND THE FOLLOWING IS SUBSTITUTED IN LIEU THEREOF:

         "SECTION 23.1. GRANTING OF CERTAIN LEASEHOLD MORTGAGES

         Subject to all provisions of this Lease and only in compliance with
Section 22.1 of this Lease, Tenant may mortgage, pledge or otherwise encumber
this Lease and the Improvements in connection with the Construction Credit
Facility, the New Bond Documents and the HET/JCC Agreement; provided that Tenant
shall not be permitted to separately mortgage, pledge or encumber either the
Lease or the Improvements. Subject to Section 23.12, any such mortgage, pledge
or encumbrance shall be in a form that requires any Person, including any
Leasehold Mortgagee, that acquires ownership of either this Lease or the
Improvements by virtue of such mortgage, pledge or encumbrance (whether by
foreclosure, other enforcement proceeding or otherwise) to perform or cause to
be performed all of Tenant's obligations under this Lease. Prior to the
Effective Date and recordation of this First Amendment of Restated Lease, Tenant
shall cause any and all existing mortgages, pledges and encumbrances of its
leasehold interest, this Lease or the Improvements to be canceled and erased
from all applicable public records, including mortgage and conveyance records."

         (ix) SECTION 4.4 OF THE RESTATED LEASE IS HEREBY DELETED IN ITS
ENTIRETY AND AMENDED TO READ AS FOLLOWS:

         SECTION 4.4. GROSS GAMING PAYMENTS

Subject to Section 4.19 of this Lease and in addition to the Rent, commencing on
the Opening Date, Tenant shall pay to Landlord gross gaming payments based on
Gross Gaming Revenues

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(the "Gross Gaming Payments"). The Gross Gaming Payments for each Fiscal Year
shall equal the amount by which the Gross Gaming Percentage Amount for that
Fiscal Year exceeds the Rent payable in the same Fiscal Year.

         (a)      "Gross Gaming Percentage Amount" for a Fiscal Year shall be
                  equal to the sum of the amounts obtained by multiplying the
                  following applicable percentages by the following incremental
                  amounts of the Gross Gaming Revenues received in that Fiscal
                  Year plus One Hundred Thousand Dollars ($100,000.00) per year:

         Gross Gaming Revenues
<TABLE>
<CAPTION>
         (Millions)
         In excess of:       To:              Applicable Percentage
         -------------       ---              ---------------------
<S>                          <C>              <C>
         0                   325.0            3.00%
         325                 350.0            4.50%
         350.0               375.0            5.00%
         375.0               400.0            5.50%
         400.0               425.0            6.00%
         425.0               450.0            6.50%
         450.0               475.0            7.00%
         475.0               500.0            7.50%
         500.0               525.0            8.00%
         525.0               550.0            8.50%
         550.0               575.0            9.00%
         575.0               ----             9.50%
</TABLE>

         "For example, if in Fiscal Year "A" the amount of the Gross Gaming
Revenues is 350,000,000 then the Gross Gaming Percentage Amount in Fiscal Year
"A" would be 10,975,000,000 [(325,000,000 x .0300) + ($25,000,000 x .045) +
($100,000)]. Further


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illustrating, if the Rent payable in the Fiscal Year "A" is $5,000,000, then the
amount of Gross Gaming Payments payable in Fiscal Year "A" would be $5,975,000
($10,975,000 - $5,000,000).

         (b) On or before the twentieth day after the end of each month
beginning with the first full month after the Opening Date, Tenant shall deliver
to Landlord a statement (the "Gaming Percentage Statement") of the Gross Gaming
Revenues for the previous month and for the Fiscal Year to date. At such time as
Gross Gaming Revenues for the Fiscal Year to date exceed Three Hundred Twenty
Five Million Dollars ($325,000,000), as set forth on the Gaming Percentage
Statement, Tenant shall pay to Landlord with the Gaming Percentage Statement for
such month, and for each month thereafter, any unpaid Gross Gaming Percentage
Amount then due in accordance with this Section 4.4. Gross Gaming Payments shall
be computed separately with respect to each Fiscal Year based on the amount of
the Gross Gaming Revenues received in that Fiscal Year, and there shall be no
carry backs or carry forwards with respect to any Fiscal Year.

3.       In the event of any conflict between any of the terms and conditions of
         the Restated Lease and this First Amendment, the terms and conditions
         of the Restated Lease shall prevail unless such interpretation would
         render the provisions of this First Amendment nugatory."

4.       Except as provided in Paragraph 6, the effective date of this First
         Amendment (the "Effective Date") is March 31, 2001.

5.       Except as specifically amended and stipulated herein, the Restated
         Lease, together with each and every prior amendment, extension and
         supplement thereto, continues uninterrupted in full force and effect as
         to all of its terms and conditions, and which said Restated Lease is
         hereby ratified and confirmed in all respects.


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6.       Notwithstanding any provision contained herein, the Restated Lease
         shall not be amended or otherwise modified unless and until the State
         of Louisiana and/or the Louisiana Gaming Control Board ("LGCB") reduces
         the Minimum Compensation as defined by LSA-R.S. 27:241 or the Minimum
         Payment as defined in the Casino Operating Contract and enters into a
         new contract for the continued operation of the casino and such
         contract becomes effective.


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              THUS DONE AND SIGNED on the date first stated above.

ATTEST:

                                            RIVERGATE DEVELOPMENT CORPORATION
--------------------------------

                                            BY: /s/ HELEN S. KOHLMAN, PRESIDENT
---------------------------------               -------------------------------


                                            JAZZ CASINO COMPANY, L.L.C.
--------------------------------


                                            BY: /s/ FREDERICK W. BURFORD
---------------------------------               -------------------------------


                                            CITY OF NEW ORLEANS
--------------------------------


                                            BY:
---------------------------------               -------------------------------
                                                     MARC H. MORIAL, MAYOR


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