<PAGE>   1

                                                                    EXHIBIT 4.05



                             INTERCREDITOR AGREEMENT


                  INTERCREDITOR AGREEMENT (as amended, modified or supplemented
from time to time, this "Agreement"), dated as of March 30, 2001, among (w)
Harrah's Entertainment, Inc., a Delaware corporation ("HET"), Harrah's Operating
Company, Inc., a Delaware corporation ("HOC"), and any other successor or
substitute entity which becomes a party hereto as a Minimum Payment Guarantor
after the date hereof (with HET, HOC and each other such Minimum Payment
Guarantor being herein each called a "Minimum Payment Guarantor" and,
collectively, the "Minimum Payment Guarantors"), (x) HET, HOC and Harrah's New
Orleans Management Company ("HNOMC"), as lenders under the Revolving Credit
Agreement hereinafter referred to, together with any successor and other lenders
and letter of credit issuers under the Revolving Credit Agreement hereinafter
referred to (HET, HOC, HNOMC and any other such lenders or letter of credit
issuers, if any, are hereinafter called the "Revolver Creditors"), (y) Wells
Fargo Bank Minnesota, National Association, as trustee (together with any
successor trustee, in such capacity, the "Senior Note Trustee"), for the holders
from time to time of the Senior Notes as hereinafter defined (such holders of
the Senior Notes are hereinafter called the "Senior Note Holders," and together
with the Senior Note Trustee, the "Senior Note Creditors" and, together with the
Minimum Payment Guarantors and the Revolver Creditors, are hereinafter called
the "Secured Creditors") and (z) The Bank of New York, as Collateral Agent (as
hereinafter defined). Capitalized terms used herein and defined in Section 12
hereof shall have the meaning so provided therein.


                                   WITNESSETH:


                  WHEREAS, HET and HOC have jointly and severally provided the
initial Minimum Payment Guaranty, and HET and HOC (and/or one or more other
Minimum Payment Guarantors) may hereafter provide one or more substitute or
replacement Minimum Payment Guaranties and HET, HOC and the Company (as
hereinafter defined) have entered into that certain Amended and Restated HET/JCC
Agreement dated as of March 30, 2001 (as amended, supplemented or modified, the
"HET/JCC Agreement");

                  WHEREAS, the Company, as borrower, JCC Holding, Canal
Development, Fulton Development and JCC Development, as guarantors, and HET, HOC
and HNOMC, as lenders, have entered into a Revolving Credit Agreement, dated as
of March 30, 2001, providing for the making of loans and the issuance of, and
participation in, letters of credit as contemplated therein (as used herein, the
term "Revolving Credit Agreement" means the Revolving Credit Agreement described
above in this paragraph, as the same may be amended, modified, extended,
renewed, replaced, restated, supplemented or refinanced from time to time, and
including any agreement extending the maturity of, or refinancing or
restructuring (including, but not limited to, the inclusion of additional
borrowers or guarantors thereunder or any increase in the amount borrowed) all
or any portion of, the indebtedness under such agreement or any successor



<PAGE>   2


agreements, whether or not with the same agent, trustee, representative, lenders
or holders; provided that, with respect to any agreement providing for the
refinancing or replacement of indebtedness under the Revolving Credit Agreement,
such agreement shall only be treated as, or as part of, the Revolving Credit
Agreement hereunder if (i) either (A) all obligations under the Revolving Credit
Agreement being refinanced or replaced (if then outstanding) shall be paid in
full at the time of such refinancing or replacement, and all commitments and
letters of credit issued pursuant to the refinanced or replaced Revolving Credit
Agreement shall have been terminated in accordance with their terms or (B) the
Required Revolver Creditors shall have consented in writing to the refinancing
or replacement indebtedness being treated as indebtedness pursuant to the
Revolving Credit Agreement, (ii) the refinancing or replacement indebtedness
shall be permitted to be incurred under the Revolving Credit Agreement being
refinanced or replaced (if such Revolving Credit Agreement is to remain
outstanding) and the other Revolving Credit Documents then in effect, and under
the Senior Note Documents referred to below (if any Senior Notes remain
outstanding) and (iii) a notice to the effect that the refinancing or
replacement indebtedness shall be treated as issued under the Revolving Credit
Agreement shall be delivered by the Company to the Collateral Agent);

                  WHEREAS, the Company, as issuer, JCC Holding, Canal
Development, Fulton Development and JCC Development, as guarantors, and the
Senior Note Trustee have executed an Indenture, dated as of March 30, 2001 (as
amended, modified or supplemented from time to time, the "Senior Note
Indenture," and together with the Senior Notes and all other documents and
agreements relating thereto are herein called the "Senior Note Documents"),
pursuant to which the Company (x) will initially issue $124,520,000 in aggregate
principal amount of its Senior Notes due 2008 and (y) may, in accordance with
the terms of the Senior Note Indenture, issue additional principal amounts of
its Senior Notes due 2008 as a result of its payment of interest in Secondary
Securities, as defined in the Senior Note Indenture (with all Senior Notes
issued as contemplated by preceding clauses (x) and (y), together with any
securities issued in replacement or substitution therefor, being herein called
the "Senior Notes");

                  WHEREAS, it is a condition precedent to the above-described
extensions of credit to the Company that (i) each of the Credit Parties shall
have executed and delivered each of the Shared Security Documents (as
hereinafter defined) to which it is a party and (ii) HET and HOC, as initial
Minimum Payment Guarantors, HET, HOC and HNOMC, as initial Revolver Creditors,
the Senior Note Trustee, on behalf of the Senior Note Holders, and the
Collateral Agent shall have executed and delivered this Agreement; and

                  WHEREAS, the Minimum Payment Guarantors, the Revolver
Creditors, the Senior Note Trustee and the Collateral Agent desire to enter into
this Agreement to satisfy the conditions described in the preceding paragraph.


                  NOW, THEREFORE, it is agreed:

                  1. Appointment. The Secured Creditors, by their acceptance of
the benefits of the Pledge Agreement, the Security Agreement, each Mortgage, and
any other security agreements or security documents which may from time to time
be executed and delivered by JCC Holding, the Company and/or any of their
respective Subsidiaries to secure the obligations of the Credit Parties


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to the Secured Creditors (collectively, but excluding any security agreement
which is for the sole purpose of creating the security interests described in
Section 11(h) hereof, the "Shared Security Documents") as required by the
Minimum Payment Guaranty Documents, the Revolving Credit Documents or the Senior
Note Documents, hereby designate The Bank of New York, as Collateral Agent, to
act as specified herein and in each of the Shared Security Documents. Each
Secured Creditor hereby irrevocably authorizes, and each holder of any Revolver
Note or Senior Note by the acceptance of such Revolver Note or Senior Note shall
be deemed irrevocably to authorize, the Collateral Agent to take such action on
behalf of such Secured Creditor pursuant to this Agreement, the Shared Security
Documents and any other documents and agreements referred to therein as the
Collateral Agent is required to do in accordance with and subject to the
provisions of this Agreement and the Shared Security Documents and to exercise
such powers and to perform such duties hereunder and thereunder as are
specifically required of the Collateral Agent by the terms hereof and thereof
and such other powers as are reasonably incidental thereto. The Collateral Agent
may perform any of its duties hereunder or thereunder by or through its
authorized agents or employees.

                  2. Nature of Duties. (a) The Collateral Agent shall have no
duties or responsibilities except those expressly set forth herein and in the
Shared Security Documents. Neither the Collateral Agent nor any of its officers,
directors, employees or agents shall be liable for taking any action or
refraining from taking or omitting to take any action hereunder or in connection
with this Agreement or the Shared Security Documents, unless caused by its or
their gross negligence or willful misconduct. The duties of the Collateral Agent
shall be mechanical and administrative in nature only; the Collateral Agent
shall not have by reason of the Shared Security Documents, any Minimum Payment
Guaranty Document, any Revolving Credit Document or any Senior Note Document a
fiduciary relationship in respect of any Secured Creditor; and nothing in the
Shared Security Documents, any Minimum Payment Guaranty Document, any Revolving
Credit Document or any Senior Note Document, express or implied, is intended to
or shall be so construed as to impose upon the Collateral Agent any obligations
in respect of the Shared Security Documents except as expressly set forth herein
or therein.

                  (b) The Collateral Agent shall receive direction from the
Required Secured Creditors as a condition precedent to giving any consent or
approval, or commencing any enforcement action, under any Shared Security
Document, the Casino Lease or the Casino Operating Contract and upon receipt
thereof shall act in accordance with such direction, provided that the
Collateral Agent shall have no liability for failing to give any such consent or
approval, or failing to commence or take any such enforcement action, absent
such direction.

                  3. Lack of Reliance on the Collateral Agent. Independently and
without reliance upon the Collateral Agent, each Secured Creditor, to the extent
it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Credit
Parties in connection with the making and the continuance of the Obligations and
the taking or not taking of any action in connection therewith, and (ii) its own
appraisal of the creditworthiness of the Credit Parties, and the Collateral
Agent shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Secured Creditor with any credit or other information with
respect thereto, whether coming into its possession before the extension of any
Obligations or the purchase of any Revolver Notes or Senior Notes, or at any


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time or times thereafter. The Collateral Agent shall not be responsible or
liable to any Secured Creditor for any recitals, statements, information,
covenants, agreements, representations or warranties herein, in any of the
Shared Security Documents or in any document, certificate or other writing
delivered in connection herewith or therewith or for the execution,
effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of any of the Shared Security Documents
or any of the Collateral or the financial condition of any Credit Party or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of any of the Shared Security
Documents, or the financial condition of any Credit Party, or the existence or
possible existence of any Default or Event of Default.

                  4. Certain Rights of the Collateral Agent; Pari Passu in
Priority of Liens; Non-Shared Collateral; Protective Advances; Etc. (a) Except
as provided in Section 4(e) hereof, no Secured Creditor, acting alone or with
other Secured Creditors not constituting the Required Secured Creditors, shall
have the right to take any action with respect to (or against) any Collateral,
or cause the Collateral Agent to take any action with respect to (or against)
any Collateral, with only the Required Secured Creditors having the right to
direct the Collateral Agent by written instruction in accordance with Section
4(f) hereof to take any such action. Except for actions required to be taken by
the Collateral Agent in accordance with this Agreement or the Shared Security
Documents, if the Required Secured Creditors shall fail to instruct the
Collateral Agent with respect to any act or action (including failure to act and
refrain from acting) in connection with this Agreement or the Shared Security
Documents, the Collateral Agent shall be entitled to refrain from such act or
taking such action, unless and until it shall have received written instructions
from the Required Secured Creditors and, to the extent requested, and in
addition to any agreement of indemnity herein contained appropriate
indemnification in respect of actions to be taken or not taken (as the case may
be), and the Collateral Agent shall not incur liability to any Secured Creditor
or any other Person by reason of so refraining. Without limiting the foregoing,
no Secured Creditor shall have any right of action whatsoever against the
Collateral Agent as a result of the Collateral Agent acting or refraining from
acting (x) hereunder or under any Shared Security Document in accordance with
the instructions of the Required Secured Creditors or (y) under any Shared
Security Document as provided for therein. As used herein, (1) the term
"Required Secured Creditors" shall mean, at any time, those Secured Creditors
which (in aggregate) at such time would constitute the Required Minimum Payment
Guarantor Secured Creditors (but only if a Minimum Payment Guaranty is then in
effect or if there are unpaid Minimum Payment Obligations which are then due and
payable in an aggregate amount equal to or in excess of $1,000,000), the
Required Revolver Creditors (but only if commitments to lend are then in effect
pursuant to the Revolving Credit Agreement or there are unpaid Revolving Credit
Agreement Obligations then outstanding in an aggregate amount equal to or in
excess of $1,000,000) and the Required Senior Noteholders (so long as any Senior
Note Obligations are then outstanding). Notwithstanding anything to the contrary
contained in the immediately preceding sentence, (1) if at any time the
principal of any Revolving Credit Agreement Obligations has been accelerated, or
the maturity date with respect to any such Revolving Credit Agreement
Obligations has occurred, and as a result thereof a payment Event of Default
exists under the Revolving Credit Agreement, which payment Event of Default has
continued in existence for at least 90 consecutive days after the date of such
acceleration or maturity, and the Required Secured Creditors at such time
(determined without regard to this


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<PAGE>   5


clause (1)) have not directed the Collateral Agent to commence enforcement
proceedings pursuant to the Shared Security Documents, then so long as such
payment Event of Default is continuing the Required Revolver Creditors shall
constitute the Required Secured Creditors for (and only for) purposes of causing
the Collateral Agent to commence enforcement proceedings pursuant to the Shared
Security Documents, (2) if at any time any Minimum Payment Obligations in an
aggregate amount in excess of $1,000,000 have not been paid when due (and remain
unpaid) or have been accelerated, and as a result thereof a payment Event of
Default exists under the Minimum Payment Guaranty Documents, which payment Event
of Default has continued in existence for at least 90 consecutive days after the
date of the initial occurrence thereof, and the Required Secured Creditors at
such time (determined without regard to this clause (2)) have not directed the
Collateral Agent to commence enforcement proceedings pursuant to the Shared
Security Documents, then so long as such payment Event of Default is continuing
the Secured Creditors holding at least a majority of the outstanding Minimum
Payment Obligations subject to such payment Event of Default shall constitute
the Required Secured Creditors for (and only for) purposes of causing the
Collateral Agent to commence enforcement proceedings pursuant to the Security
Documents and (3) if at any time the principal of any Senior Note Obligations
has been accelerated or has become due and payable, in whole or in part,
pursuant to the Senior Note Documents (whether upon stated maturity, required
redemption or offer to purchase, or otherwise), and as a result thereof a
payment Event of Default exists under the Senior Note Indenture, which payment
Event of Default has continued in existence for at least 90 consecutive days
after the date of such acceleration, maturity (in whole or in part) or
declaration, and the Required Secured Creditors at such time (determined without
regard to this clause (3)) have not directed the Collateral Agent to commence
enforcement proceedings pursuant to the Shared Security Documents, then so long
as such payment Event of Default is continuing the Required Senior Noteholders
shall constitute the Required Secured Creditors for (and only for) purposes of
causing the Collateral Agent to commence enforcement proceedings pursuant to the
Security Documents; provided that in any such event specified in preceding
clauses (1) through (3) the Secured Creditors who would constitute the Required
Secured Creditors in the absence of this sentence shall have the right (but not
the obligation) to direct the manner and method of enforcement so long as such
directions do not materially delay or impair the taking of enforcement action.

                  (b) Notwithstanding anything to the contrary contained in this
Agreement, the Collateral Agent is authorized, but not obligated (and shall have
no liability for its failure), (i) to take any action reasonably required to
perfect or continue the perfection of the liens on the Collateral created by the
Shared Security Documents for the benefit of the Secured Creditors and (ii) when
instructions from the Required Secured Creditors have not yet been received, to
take or omit to take any action which the Collateral Agent, in good faith,
believes to be reasonably required or appropriate to promote and/or protect the
interests of the Secured Creditors in the Collateral; provided that once
instructions have been received, the Collateral Agent shall act or refrain from
acting in accordance with such instructions and the Collateral Agent shall not
take any further action which would be contrary thereto.

                  (c) Notwithstanding anything to the contrary contained in this
Agreement, the Collateral Agent shall not be required to take or refrain from
taking, and shall have no liability to any Secured Creditor for taking or
refraining from taking, any action that exposes or, in the good


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faith judgment of the Collateral Agent, may expose, the Collateral Agent or its
officers, directors, agents or employees to personal liability (including,
without limitation, taking title to any Collateral) unless the Collateral Agent
shall be adequately indemnified as provided herein or that is, or in the good
faith judgment of the Collateral Agent may be, contrary to this Agreement, the
Casino Lease, the Casino Operating Contract, the Shared Security Documents or
applicable law.

                  (d) The Minimum Payment Guarantors' liens, the Revolver
Creditors' liens and the Senior Note Creditors' liens in all Collateral shall be
subject to the priorities for distributions in accordance with the terms of
Section 11 hereof. The foregoing shall be effective at all times during the term
of this Agreement, notwithstanding: (i) the initiation of any bankruptcy,
moratorium, reorganization or other insolvency proceeding with respect to any
Credit Party; (ii) the priorities which would otherwise result from the order of
creation, attachment or perfection of any such lien; (iii) the taking of
possession of any of the Collateral by the Collateral Agent, any Minimum Payment
Guarantor, any Revolver Creditor or any Senior Note Creditor; (iv) the filing of
any financing statement or the recording of any mortgage or other instrument in
any recording office; (v) the order in which any of the Minimum Payment
Obligations, the Revolving Credit Agreement Obligations or the Senior Note
Obligations is created; (vi) whether any such lien is now perfected, hereafter
ceases to be perfected, is avoidable by any bankruptcy trustee or otherwise is
set aside, invalidated or lapses; or (vii) any other matter whatsoever; and
shall continue in full force and effect unless and until this Agreement shall
have terminated in accordance with Section 17 hereof.

                  (e) Any Secured Creditor, but only with (and to the extent of)
the prior written consent of the Required Secured Creditors (which consent shall
expressly acknowledge that the respective advances constitute Protective
Advances for purposes of this Agreement), may make advances for the protection
of the Secured Creditors' interest in and lien on the Collateral ("Protective
Advances") solely for (i) the payment of taxes and insurance required to be paid
with respect to the Collateral, (ii) the payment of expenses to maintain the
Collateral, and (iii) to the extent permitted by the Casino Lease, any payments
required to cure any default under the Casino Lease; provided that no portion of
the proceeds of Protective Advances shall be used to make any payments to HET,
HOC or the manager of the Casino (or any of their Affiliates). Protective
Advances by any Secured Creditor pursuant to this Section 4(e) may be made
directly or by payment of such funds to the Collateral Agent to be applied by
the Collateral Agent for such purposes as directed in writing by the advancing
Secured Creditor. Any Protective Advances made pursuant to this Section 4(e),
including any interest payable with respect thereto, shall form part of the
Obligations of the applicable Credit Party to such Secured Creditor, which shall
be fully secured pursuant to the Shared Security Documents, and shall be
entitled to the benefits of the Shared Security Documents and this Agreement,
even if the other Obligations of the respective Secured Creditor are repaid or
if the respective Secured Creditor ceases to be a creditor with respect to such
other Obligations.

                  (f) For purposes of this Agreement, each of the Minimum
Payment Guarantors (as a group), the Revolver Creditors (as a group) and the
Senior Note Creditors (as a group) shall appoint a Person as such Secured
Creditors' authorized representative ("Authorized Representative") for the
purpose of giving or delivering any notices or instructions hereunder or with
respect to any Shared Security Document. Any instructions given by the Required
Secured


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<PAGE>   7


Creditors to the Collateral Agent pursuant to this Agreement or under any Shared
Security Document shall be in writing and signed by the Authorized
Representative(s) of the various Secured Creditors comprising the Required
Secured Creditors with respect to such instructions and such instructions shall
certify to and for the benefit of the Collateral Agent that the Secured
Creditors issuing or delivering such instructions constitute the Required
Secured Creditors for purposes of this Section 4 and the instructions being
delivered. The Collateral Agent shall be entitled to conclusively and absolutely
rely on such instructions and certification as to the identity of the Required
Secured Creditors with respect to such instructions, and the Collateral Agent
shall not be required to take any action or make any inquiry, and shall not be
liable to any Secured Creditor for failing or refusing to act, pursuant to any
instructions which are not given or delivered by the Authorized
Representative(s) of the various Secured Creditors comprising the Required
Secured Creditors with respect to such instructions. The parties hereto
acknowledge that the Authorized Representative of each of the Secured Creditors
shall be (x) HET (or a successor designated by HET), in the case of the Minimum
Payment Guarantors, (y) HET (or a successor designated by HET), in the case of
the Revolver Creditors and (z) the Senior Note Trustee, in the case of the
Senior Note Creditors.

                  5. Reliance; Interpretation. The Collateral Agent shall be
entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cablegram, radiogram, order or other document or writing
purportedly signed, sent or made by the proper Person or entity, and, with
respect to all legal matters pertaining to this Agreement or the Shared Security
Documents and its duties hereunder and thereunder, upon advice of counsel
selected by it. If, in its good faith judgment, the Collateral Agent reasonably
believes that any instructions given or delivered pursuant to this Agreement or
with respect to any Shared Security Document require judicial interpretation or
are invalid or otherwise contrary to the provisions of this Agreement, the
Casino Lease, the Casino Operating Contract, the Shared Security Documents or
applicable law, the Collateral Agent shall have the right to petition a court of
competent jurisdiction to determine the validity of, or otherwise interpret, any
such instructions. In such event, the Collateral Agent shall not be required to
carry out such instructions unless directed to do so, or it is determined that
it may do so, by such court.

                  6. Reimbursement and Indemnification. (a) To the extent the
Collateral Agent is not reimbursed and indemnified by the Company or any of the
other Credit Parties under the respective Shared Security Documents to which
they are a party, the Collateral Agent shall be entitled to reimbursement from
the proceeds of Collateral, but the Collateral Agent shall have no claim against
any Secured Creditor (other than against Minimum Payment Guarantors as, and to
the extent, provided in Sections 6(c) and (d) hereof) for reimbursement or
indemnification.

                  (b) Notwithstanding any provision of this Agreement or any
Shared Security Document to the contrary, the Collateral Agent shall have the
right to forbear from taking any action or exercising any remedy under any
Shared Security Document or applicable law, including, without limitation, the
foreclosure upon or the taking of title to any Collateral, if, in the good faith
judgment of the Collateral Agent, the Collateral Agent or its officers,
directors, agents or employees are not adequately indemnified by a Person
acceptable to the Collateral Agent from any liability or claim (including,
without limitation, any environmental liability or claim) by any


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<PAGE>   8


person or governmental authority which would result from the taking or
refraining from taking of any such action or the exercise or refraining from
exercising of any such remedy; provided that the Collateral Agent acknowledges
that the indemnity provided in Sections 6(c) and (d) hereof shall be adequate,
for purposes of this Section 6(b), for so long as such indemnity remains in
effect and the initial Minimum Payment Guarantors (or successor Minimum Payment
Guarantor or Minimum Payment Guarantors reasonably acceptable to the Collateral
Agent) remain obligated hereunder.

                  (c) The Minimum Payment Guarantors hereby jointly, severally
and in solido indemnify, save and hold harmless and agree to defend the
Collateral Agent, its officers, directors, shareholders, employees, agents and
representatives (the "Indemnified Parties") from and against any and all suits,
causes of action, proceedings, claims, controversies, damages, liabilities,
losses, demands, costs and expenses (including reasonable attorneys' fees and
court costs) of any kind which may at any time be brought by any Person against,
or incurred by, any Indemnified Party (collectively, "Liabilities"), arising
from or relating to (i) this Agreement, any of the Shared Security Documents or
any agreement or instrument to which the Collateral Agent is a party which is
executed in connection herewith or therewith, (ii) any Collateral, and/or (iii)
any act or omission of the Collateral Agent or any other Indemnified Party in
connection with the taking of any action (or the refraining from taking any
action) in accordance with and as provided in this Agreement or the Shared
Security Documents, excluding, with respect to any of the foregoing, (x) any and
all Liabilities caused by or resulting from the gross negligence or willful
misconduct of any Indemnified Party and (y) any and all Liabilities to the
extent such Liabilities are fully paid, satisfied or reimbursed by the Company
or any other Person. The applicable Indemnified Party shall notify the Minimum
Payment Guarantors in writing of any Liability subject to indemnification under
this Section 6(c) then due and payable, which notice shall specify the amount of
any such Liability and shall include reasonable documentation evidencing the
payment or satisfaction of such Liability by such Indemnified Party or otherwise
evidencing the obligation of such Indemnified Party to pay such Liability. The
Minimum Payment Guarantors shall, within forty-five (45) days of receipt of such
notice, pay or cause to be paid in full all amounts specified in such notice.
The indemnity provided in this Section 6(c) shall be fully transferable to any
successor collateral agent retained or engaged under Section 9 hereof upon the
resignation of the Collateral Agent (but not upon the removal of the Collateral
Agent by the Required Secured Creditors pursuant to Section 9(a) hereof).

                  (d) Notwithstanding anything to the contrary contained in any
of the Shared Security Documents or any limitation on the Collateral Agent's
fees contained therein, to the extent the fees (which, for purposes of this
Section 6(d), shall include, without limitation, all reasonable fees incurred by
the Collateral Agent in the performance of its obligations under this Agreement
and/or the Shared Security Documents, to be reimbursed at the Collateral Agent's
customary hourly rates) and expenses (including, without limitation, reasonable
attorneys' fees and disbursements and out-of-pocket expenses) of the Collateral
Agent as provided for and in connection with this Agreement are not timely paid
by the Company or any other Person, the Minimum Payment Guarantors agree to
reimburse and make whole the Collateral Agent for any such unpaid fees or other
expenses within forty-five (45) days following written demand thereof from the
Collateral Agent.


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<PAGE>   9


                  (e) To the extent any amounts are paid by any Minimum Payment
Guarantor to the Collateral Agent pursuant to the provisions of preceding
Sections 6(c) and/or (d), the respective Minimum Payment Guarantor shall be
subrogated to the rights of the Collateral Agent to receive such amounts from
the Company and/or from proceeds of distributions which would otherwise have
been made to the Collateral Agent pursuant to Section 11(a)(i) hereof.

                  7. The Collateral Agent in its Individual Capacity. The
Collateral Agent may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with the Company or any
Affiliate or Subsidiary of the Company as if it were not performing the duties
specified herein or in the Shared Security Documents, and may accept fees and
other consideration from the Company and/or any of its Affiliates and/or
Subsidiaries for services in connection with the Revolving Credit Agreement, the
other Revolving Credit Documents and otherwise without having to account for the
same to the Secured Creditors; provided that the Collateral Agent shall use
reasonable good faith efforts so that it at no time becomes a Revolver Creditor
or a Senior Note Creditor; provided further, that the foregoing proviso shall in
no event operate to prevent the Collateral Agent from acquiring all or any
portion of the equity interests in any other Person which itself is a Revolver
Creditor or a Senior Note Creditor (and as a result of which the Collateral
Agent could become a Revolver Creditor or a Senior Note Creditor).

                  8. Holders. The Collateral Agent may deem and treat the payee
of any Revolver Note or the registered owner of any Senior Note as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been
filed with the Collateral Agent. Any request, authority or consent of any Person
or entity who, at the time of making such request or giving such authority or
consent, is the holder of any Revolver Note or the registered owner of any
Senior Note shall be final and conclusive and binding on any subsequent holder,
transferee, assignee or endorsee, as the case may be, of such Revolver Note or
Senior Note or any Revolver Note or Senior Note issued in exchange therefor.

                  9. Resignation by the Collateral Agent. (a) The Collateral
Agent may resign from the performance of all of its functions and duties under
this Agreement and the Shared Security Documents at any time by giving thirty
(30) Business Days' prior written notice to the Company, the Minimum Payment
Guarantors, HET and the Senior Note Trustee and may be removed at any time, with
or without cause, by the Required Secured Creditors by written notice delivered
to the Company, the Minimum Payment Guarantors, HET and the Senior Note Trustee,
provided that such resignation or removal shall not take effect until a
successor Collateral Agent shall have been appointed and such appointment shall
have become effective in accordance with this Section 9.

                  (b) Upon receiving notice of any such resignation or removal,
a successor Collateral Agent shall be appointed by the Required Secured
Creditors; provided, however, that such successor Collateral Agent shall be (A)
a bank or trust company having a combined capital and surplus of at least
$100,000,000 subject to supervision or examination by a federal or state banking
authority; (B) authorized under the laws of the jurisdiction of its
incorporation or organization to assume the functions of the Collateral Agent;
and (C) qualified to act in such capacity pursuant to applicable Gaming
Regulations, if required. If the appointment of such successor


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<PAGE>   10


shall not have become effective (as hereafter provided) within such thirty (30)
Business Day period after the Collateral Agent shall have given such notice,
then the Required Secured Creditors or the resigning Collateral Agent may
petition a court of competent jurisdiction for the appointment of a successor
Collateral Agent. Such court shall, after such notice as it may deem proper,
appoint a successor Collateral Agent meeting the qualifications specified in
this Section 9(b). The Secured Creditors hereby consent to such petition and
appointment so long as such criteria are met.

                  (c) The resignation or removal of a Collateral Agent shall
become effective only upon the execution and delivery of such documents or
instruments as are necessary to transfer the rights and obligations of the
Collateral Agent under this Agreement and the Shared Security Documents and the
recording or filing of such documents, instruments or financing statements as
may be necessary to maintain the priority and perfection of any security
interests and liens granted by any Shared Security Document. Copies of each such
document or instrument shall be delivered to each of the Company, the Minimum
Payment Guarantors, HET and the Senior Note Trustee. The appointment of a
successor Collateral Agent pursuant to this Section 9 shall become effective
upon the acceptance of such appointment (and execution by such successor of the
documents, instruments and/or financing statements referred to above) and such
successor Collateral Agent shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Collateral Agent.

                  (d) After any resignation or removal hereunder of the
Collateral Agent, the indemnification provisions of this Agreement shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it in connection with its agency hereunder while it was Collateral Agent.

                  10. Fees and Expenses of Collateral Agent. (a) In addition to
the indemnification provisions contained in the various Shared Security
Documents, the Company (by its execution and delivery hereof) hereby agrees that
it shall pay to The Bank of New York, as the initial Collateral Agent, such fees
as have been separately agreed to in writing with The Bank of New York for
acting as Collateral Agent hereunder and under the Shared Security Documents. In
the event a successor Collateral Agent is at any time appointed pursuant to
Section 9 of this Agreement, the Company hereby agrees to pay such successor
Collateral Agent such reasonable fees for acting as such as would customarily be
charged by such Collateral Agent for acting in such capacity in similar
situations.

                  (b) In addition, the Company, by its execution and delivery
hereof, agrees to pay all reasonable out-of-pocket costs and expenses of the
Collateral Agent in connection with this Agreement and/or the Shared Security
Documents and/or any actions taken by the Collateral Agent hereunder or
thereunder, and agrees to pay all costs and expenses of the Collateral Agent in
connection with the enforcement of, or its taking or refraining from taking any
act with respect to, this Agreement or any of the Shared Security Documents
and/or any of the documents and instruments referred to herein or therein
(including, without limitation, reasonable fees and disbursements of counsel for
the Collateral Agent).


                                      -10-
<PAGE>   11

                  11. Application of Proceeds. (a) All moneys received by the
Collateral Agent upon any sale or other disposition of any Collateral pursuant
to the enforcement of any of the Shared Security Documents or the exercise of
any of the remedial provisions thereof, together with all other moneys received
by the Collateral Agent hereunder or under the Shared Security Documents as a
result of any such enforcement or the exercise of any such remedial provisions
or as a result of any distribution of any Collateral upon the bankruptcy,
arrangement, receivership, assignment for the benefit of creditors or any other
action or proceeding involving the readjustment of the obligations and
indebtedness of any Credit Party, or the application of any Collateral to the
payment thereof or any distribution of the Collateral upon the liquidation or
dissolution of any Credit Party, or the winding up of the assets or business of
any Credit Party, or under the Mortgage Policies (if any) or otherwise payable
under any Shared Security Documents, shall be applied as follows:

                 (i) first, to the payment of all amounts owing to the
         Collateral Agent of the type described in clauses (v), (vi) and (vii)
         of the definition of "Obligations" and, thereafter, to all amounts
         owing to any Minimum Payment Guarantor of the type described in clause
         (v) of the definition of "Obligations";

                (ii) second, to the extent proceeds remain after the application
         pursuant to the preceding clause (i), an amount equal to the
         outstanding First Priority Secured Obligations shall be paid to the
         Secured Creditors as provided in Section 11(e) hereof, with each
         Secured Creditor receiving an amount equal to its outstanding First
         Priority Secured Obligations or, if the proceeds are insufficient to
         pay in full all such First Priority Secured Obligations, such Secured
         Creditor's Pro Rata Share of the amount remaining to be distributed;

               (iii) third, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) and (ii), an amount equal to the
         outstanding Second Priority Secured Obligations shall be paid to the
         Secured Creditors as provided in Section 11(e) hereof, with each
         Secured Creditor receiving an amount equal to its outstanding Second
         Priority Secured Obligations or, if the proceeds are insufficient to
         pay in full all such Second Priority Secured Obligations, such Secured
         Creditor's Pro Rata Share of the amount remaining to be distributed;

                (iv) fourth, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) through (iii), inclusive, an
         amount equal to the outstanding Third Priority Secured Obligations
         shall be paid to the Secured Creditors as provided in Section 11(e)
         hereof, with each Secured Creditor receiving an amount equal to its
         outstanding Third Priority Secured Obligations or, if the proceeds are
         insufficient to pay in full all such Third Priority Secured
         Obligations, such Secured Creditor's Pro Rata Share of the amount
         remaining to be distributed;

                 (v) fifth, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) through (iv), inclusive, an
         amount equal to the outstanding Fourth Priority Secured Obligations
         shall be paid to the Secured Creditors as provided in Section 11(e)
         hereof, with each Secured Creditor receiving an amount equal to its
         outstanding


                                      -11-

<PAGE>   12


         Fourth Priority Secured Obligations or, if the proceeds are
         insufficient to pay in full all such Fourth Priority Secured
         Obligations, such Secured Creditor's Pro Rata Share of the amount
         remaining to be distributed;

                (vi) sixth, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) through (v), inclusive, an amount
         equal to the outstanding Fifth Priority Secured Obligations shall be
         paid to the Secured Creditors as provided in Section 11(e) hereof, with
         each Secured Creditor receiving an amount equal to its outstanding
         Fifth Priority Secured Obligations or, if the proceeds are insufficient
         to pay in full all such Fifth Priority Secured Obligations, such
         Secured Creditor's Pro Rata Share of the amount remaining to be
         distributed; and

               (vii) seventh, to the extent proceeds remain after the
         application pursuant to the preceding clauses (i) through (vi),
         inclusive, and following the termination of this Agreement pursuant to
         Section 17 hereof, to the respective Credit Party under its respective
         Shared Security Document, or to whomever may be lawfully entitled to
         receive such surplus.

                  (b) For purposes of this Agreement (i) "Pro Rata Share" shall
mean, when calculating a Secured Creditor's portion of any distribution or
amount, that amount (expressed as a percentage) equal to a fraction the
numerator of which is the then unpaid amount of such Secured Creditor's First
Priority Secured Obligations, Second Priority Secured Obligations, Third
Priority Secured Obligations, Fourth Priority Secured Obligations or Fifth
Priority Secured Obligations, as the case may be, and the denominator of which
is the then outstanding amount of all First Priority Secured Obligations, Second
Priority Secured Obligations, Third Priority Secured Obligations, Fourth
Priority Secured Obligations or Fifth Priority Secured Obligations, as the case
may be, (ii) "First Priority Secured Obligations" shall mean all principal of,
interest on, and other amounts owing to the Secured Creditors with respect to
the Protective Advances, if any, made by them in accordance with the
requirements of Section 4(e) of this Agreement, (iii) "Second Priority Secured
Obligations" shall mean, with respect to the Minimum Payment Obligations, all
obligations pursuant to the Minimum Payment Guaranty Documents in respect of
amounts advanced pursuant to one or more Minimum Payment Guaranties, and any
indemnities, fees and expenses, enforcement costs (including reasonable
attorneys' fees) and interest on such obligations in accordance with the terms
of the relevant Minimum Payment Guaranty Documents, (iv) "Third Priority Secured
Obligations" shall mean all principal of, and interest on, all loans under the
Revolving Credit Agreement and the aggregate amount of all unpaid reimbursement
obligations (together with all interest accrued thereon) with respect to letters
of credit issued (or assumed) pursuant to the Revolving Credit Agreement, the
aggregate undrawn amounts of all letters of credit issued pursuant to the
Revolving Credit Agreement and all regularly accruing fees owing by the Company
under the Revolving Credit Agreement as same relate to the foregoing extensions
of credit or commitments in respect thereof, and all indemnities, fees and
expenses, enforcement costs (including reasonable attorneys' fees) and interest
on or relating to the foregoing obligations, extensions of credit or commitments
in respect thereof, (v) "Fourth Priority Secured Obligations" shall mean all
principal of, and accrued and unpaid interest on, the Senior Notes and (vi)
"Fifth Priority Secured Obligations" shall mean all Obligations other than First
Priority Secured Obligations, Second Priority Secured Obligations, Third
Priority Secured


                                      -12-
<PAGE>   13

Obligations and Fourth Priority Secured Obligations. Notwithstanding anything to
the contrary contained elsewhere in this Agreement, to the extent that, after
the date of this Agreement, the relevant Secured Creditors amend or modify the
Minimum Payment Guaranty Documents or Revolving Credit Documents in a manner
which has the effect of increasing the outstanding principal amount (for this
purpose, treating the face amount of outstanding letters of credit and
unreimbursed drawings with respect to letters of credit as principal) of Second
Priority Secured Obligations or Third Priority Secured Obligations above the
principal amounts thereof as then in effect (excluding any waivers or amendments
to the Revolving Credit Documents which (x) make available Third Priority
Secured Obligations which would otherwise not be available to the extent that
the principal amount thereof is not increased above $35 million, (y) defer or
capitalize accrued and unpaid interest or (z) in the case of Revolving Credit
Agreement Obligations incurred pursuant to any refinancing, increases to the
principal amount thereof to the extent (i) accrued and unpaid interest and/or
other amounts owing with respect to the refinanced indebtedness is refinanced
and/or (ii) of the fees and expenses incurred in connection with the refinancing
indebtedness), any such increased principal amounts (but only to the extent of
such increase) shall constitute Fifth Priority Secured Obligations rather than
obligations with the higher priority indicated above in this Section 11(b).

                  (c) When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under this
Section 11 only) (i) first, to their First Priority Secured Obligations, (ii)
second, to their Second Priority Secured Obligations, (iii) third, to their
Third Priority Secured Obligations, (iv) fourth, to their Fourth Priority
Secured Obligations and (v) fifth, to their Fifth Priority Secured Obligations.

                  (d) Each of the Secured Creditors agrees and acknowledges that
if the Revolver Creditors are to receive a distribution on account of undrawn
amounts with respect to letters of credit issued pursuant to the Revolving
Credit Agreement (which shall only occur after all outstanding loans and all
unpaid reimbursement obligations with respect to drawn letters of credit have
been paid in full), such amounts shall be paid to HET and held by it, for the
equal and ratable benefit of the Revolver Creditors holding Third Priority
Secured Obligations, as cash security for the repayment of all Third Priority
Secured Obligations owing to the Revolver Creditors as such. If any amounts are
held as cash security pursuant to the immediately preceding sentence, then upon
the termination of all outstanding letters of credit issued pursuant to the
Revolving Credit Agreement, and after the application of all such cash security
to the repayment of all Third Priority Secured Obligations after giving effect
to the termination of all such letters of credit, if there remains any excess
cash, such excess cash shall be returned by HET to the Collateral Agent for
distribution in accordance with Section 11(a) hereof.

                  (e) All payments required to be made hereunder shall be made
(w) if to the Collateral Agent, directly to the Collateral Agent, (x) if to the
Minimum Payment Guarantors, directly to the respective Minimum Payment
Guarantors (including, if to HET, directly to HET), (y) if to the Revolver
Creditors, directly to the respective Revolver Creditors and (z) if to the
Senior Note Creditors, to the Senior Note Trustee for the account of (and for
distribution to) the Senior Note Creditors. All amounts so distributed shall be
applied in accordance with the requirements of this Section 11.


                                      -13-
<PAGE>   14


                  (f) For purposes of applying payments received in accordance
with this Section 11, the Collateral Agent shall be entitled to rely upon the
Authorized Representative of the respective Secured Creditors, on behalf
thereof, for a determination (which such Authorized Representative shall provide
to the Collateral Agent in writing upon the request of the Collateral Agent,
prior to the distribution of any monies by the Collateral Agent) of the
outstanding Second Priority Secured Obligations, Third Priority Secured
Obligations, Fourth Priority Secured Obligations and Fifth Priority Secured
Obligations owed to the Minimum Payment Guarantors, the Revolver Creditors or
the Senior Note Creditors, as the case may be. For purposes of applying payments
received in accordance with this Section 11, the Collateral Agent shall be
entitled to rely upon the Authorized Representatives for each class of
Obligations at such time to be taken into account for purposes of determining
the Required Secured Creditors for a determination of the First Priority Secured
Obligations then outstanding. Unless it has actual knowledge (including by way
of written notice from a Minimum Payment Guarantor, a Revolver Creditor or a
Senior Note Creditor through an Authorized Representative thereof) to the
contrary, the Minimum Payment Guarantors, the Revolver Creditors, the Senior
Note Trustee and each Authorized Representative, in furnishing information
pursuant to the preceding sentence, and the Collateral Agent, in acting
hereunder, shall be entitled to assume that no First Priority Secured
Obligations and no Fifth Priority Secured Obligations are outstanding. Unless it
has actual knowledge to the contrary, the Collateral Agent, in acting hereunder,
shall be entitled to assume that no First Priority Secured Obligations are in
existence.

                  (g) It is understood and agreed that the Company shall remain
liable to the extent of any deficiency between the amount of the proceeds of the
Collateral thereunder and the aggregate amount of the sums referred to in
clauses (i) through (vi), inclusive, of Section 11(a) of this Agreement.

                  (h) The Secured Creditors and the Collateral Agent acknowledge
that the Minimum Payment Guarantors have been granted a security interest in the
House Bank to secure the Minimum Payment Obligations maintained at the Casino
and that no Secured Creditor (other than the Minimum Payment Guarantors) shall
have a lien or other security interest in the House Bank. Upon the occurrence
and during the continuance of an Event of Default under the Minimum Payment
Obligations and provided that there are then no operations at the Casino, the
Minimum Payment Guarantors agree to fully enforce and realize upon the security
interest in the House Bank (and apply all proceeds thereof to the Minimum
Payment Obligations) prior to applying the proceeds of any other Collateral to
the Minimum Payment Obligations as set forth in this Section 11.

                  12. Definitions. The following terms shall have the meanings
herein specified unless the context otherwise requires. Such definitions shall
be equally applicable to the singular and plural forms of the terms defined.

                  "Affiliate" shall mean, with respect to any Person, any other
Person (i) directly or indirectly controlling, (including, but not limited to,
all directors, officers and partners of such Person), controlled by, or under
direct or indirect common control with, such Person or (ii) that directly or
indirectly owns more than 30% of any class of the voting securities or capital
stock of or equity interests in such Person. A Person shall be deemed to control
another Person if such


                                      -14-
<PAGE>   15


Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.

                  "Agreement" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Authorized Representative" shall have the meaning provided in
Section 4(f) of this Agreement.

                  "Canal Development" shall mean JCC Canal Development, L.L.C.,
a Louisiana limited liability company.

                  "Casino" shall mean the Company's casino located at the site
of the former Rivergate Convention Center in New Orleans, Louisiana.

                  "Casino Lease" shall mean the Amended and Restated Lease
Agreement among Rivergate Development Corporation as landlord, the Company, as
tenant, and the City of New Orleans, as intervenor, dated as of March 30, 2001,
as amended, modified or supplemented from time to time in accordance with the
terms thereof.

                  "Casino Operating Contract" means the Amended and Renegotiated
Casino Operating Contract among Harrah's Jazz Company, a Louisiana general
partnership, the Company, and the State of Louisiana, by and through the LGCB,
dated October 30, 1998, as amended by that certain First Amendment to Amended
and Renegotiated Casino Operating Contract dated October 19, 1999 and further
amended by the Second Amendment to Amended and Renegotiated Casino Operating
Contract dated March 30, 2001, as amended, modified or supplemented from time to
time in accordance with the terms thereof.

                  "Class" shall have the meaning provided in Section 16 hereof.

                  "Collateral" shall mean all "Collateral" (or similar defined
term) under, and as defined in, the Shared Security Documents.

                  "Collateral Agent" shall mean (x) with respect to this
Agreement, The Bank of New York acting in its capacity as collateral agent
hereunder and (y) with respect to the Shared Security Documents, The Bank of New
York for the benefit of the Secured Creditors in its capacity as (i) "Collateral
Agent" under, and as defined in, the Security Agreement, (ii) "Pledgee" under,
and as defined in, the Pledge Agreement or (iii) "Mortgagee" under, and as
defined in, the Mortgages, in each case, to include any successor collateral
agent hereunder and under the Shared Security Documents.

                  "Company" shall mean Jazz Casino Company, L.L.C., a Louisiana
limited liability company.

                  "Credit Party" shall mean and include JCC Holding, the Company
and each Subsidiary of JCC Holding or the Company that is party to any Shared
Security Document.


                                      -15-
<PAGE>   16


                  "Default" shall mean any event which, with notice or lapse of
time, or both, would become an Event of Default.

                  "Event of Default" shall mean any Event of Default under, and
as defined in, any Minimum Payment Guaranty Document, the Revolving Credit
Agreement or the Senior Note Indenture, any payment default under any Shared
Security Document and shall in any event, include, without limitation, any
payment default on any of the Obligations after the expiration of any applicable
grace period.

                  "Fifth Priority Secured Obligations" shall have the meaning
provided in Section 11(b) hereof.

                  "First Priority Secured Obligations" shall have the meaning
provided in Section 11(b) hereof.

                  "Fourth Priority Secured Obligations" shall have the meaning
provided in Section 11(b) hereof.

                  "Fulton Development" shall mean JCC Fulton Development,
L.L.C., a Louisiana limited liability company.

                  "Gaming Regulations" shall mean the laws, rules, regulations
and orders applicable to the gaming business of the Company or any of its
Subsidiaries, or any other Credit Party, as in effect from time to time,
including the Louisiana Economic Development and Gaming Corporation Act (La.
R.S. Section 27:201, et seq.) and the policies, interpretations and
administration thereof by the governmental authorities charged with their
administration and enforcement, including the LGCB.

                  "HET" shall have the meaning provided in the first paragraph
of this Agreement.

                  "HET/JCC Agreement" shall have the meaning provided in the
Recitals to this Agreement.

                  "HNOMC" shall have the meaning provided in the first paragraph
of this Agreement.

                  "HOC" shall have the meaning provided in the first paragraph
of this Agreement.

                  "JCC Development" shall mean JCC Development Company, L.L.C.,
a Louisiana limited liability company.

                  "JCC Holding" shall mean JCC Holding Company, a Delaware
corporation.

                  "LGCB" mean the Louisiana Gaming Control Board and its
successors and assigns.


                                      -16-

<PAGE>   17


                  "Minimum Payment Guarantor" shall have the meaning provided in
the first paragraph of this Agreement.

                  "Minimum Payment Guaranty" shall mean the initial Minimum
Payment Guaranty issued on or before the Plan Effective Date by HET and HOC, and
any substitute or successor Minimum Payment Guaranty (as defined in Section 25.1
of the Casino Operating Contract) from time to time issued by HET, HOC or any
other Minimum Payment Guarantor, in each case so long as (x) the respective
Minimum Payment Guaranty is issued without causing a breach, violation or
default under any of the provisions of the Revolving Credit Agreement, or the
relevant provisions of any other Secured Debt Agreement and (y) each party
thereto as a Minimum Payment Guarantor becomes a party to this Agreement in
accordance with the provisions of Section 21 hereof.

                  "Minimum Payment Guaranty Documents" shall mean each Minimum
Payment Guaranty, the HET/JCC Agreement and any successor or replacement
agreement to the HET/JCC Agreement entered into with one or more Minimum Payment
Guarantors, in each case so long as the provisions of such successor agreements
do not violate the relevant provisions of the Revolving Credit Agreement or the
relevant provisions of any Secured Debt Agreement.

                  "Minimum Payment Obligations" shall have the meaning provided
in clause (ii) of the definition of "Obligations."

                  "Mortgage" shall mean, collectively, (i) the Act of Mortgage
and Collateral Assignment dated as of the date hereof by the Company, as
mortgagor, in favor of the Collateral Agent, as mortgagee for the benefit of the
Secured Creditors, (ii) the Act of Mortgage and Collateral Assignment dated as
of the date hereof by JCC Development, as mortgagor, in favor of the Collateral
Agent, as mortgagee for the benefit of the Secured Creditors, (iii) the Act of
Mortgage and Collateral Assignment dated as of the date hereof by Fulton
Development, as mortgagor, in favor of the Collateral Agent, as mortgagee for
the benefit of the Secured Creditors, (iv) the Act of Mortgage and Collateral
Assignment dated as of the date hereof by Canal Development, as mortgagor, in
favor of the Collateral Agent, as mortgagee for the benefit of the Secured
Creditors and (v) any mortgage, deed of trust, assignment of leases or rents or
similar document executed and delivered at any time after the date of this
Agreement by JCC Holding or any of its Subsidiaries to secure any of the
Obligations.

                  "Mortgage Policies" shall mean any and all mortgagee title
insurance policies in favor of the Collateral Agent or the Secured Creditors
with respect to any property at any time mortgaged pursuant to any Mortgage.

                  "Mortgage Release Provisions" shall mean the respective
provisions designated below of the Mortgages described in clauses (ii) through
(iv), inclusive, of the definition of Mortgage contained herein, as follows:

                  (i) Section 34 of the Mortgage described in clause (ii) of the
         definition of Mortgage contained herein;


                                      -17-
<PAGE>   18


                  (ii) Section 32 of the Mortgage described in clause (iii) of
         the definition of Mortgage contained herein; and

                  (iii) Section 32 of the Mortgage described in clause (iv) of
         the definition of Mortgage contained herein.

                  "Obligations" shall mean all of the Company's obligations with
respect to:

                 (i) the full and prompt payment when due (whether at the stated
         maturity, by acceleration or otherwise) of (x) the principal of and
         interest on all Protective Advances made in accordance with the
         requirements of Section 4(e) of this Agreement and (y) all other
         obligations and indebtedness (including, without limitation,
         indemnities, fees and expenses, enforcement costs (including reasonable
         attorneys' fees) and interest on such obligations and indebtedness), of
         each Credit Party to the Secured Creditors, whether now existing or
         hereafter incurred, to the extent relating to Protective Advances made
         in accordance with Section 4(e) of this Agreement and the due
         performance and compliance by each Credit Party with all the terms,
         conditions and agreements relating to such Protective Advances (all
         such principal, interest, obligations and liabilities described in this
         clause (i) being herein collectively called the "Protective Advance
         Obligations");

                (ii) the full and prompt payment when due (whether at the date
         of maturity, by acceleration or otherwise) of all obligations and
         indebtedness (including, without limitation, indemnities, fees and
         expenses, enforcement costs (including reasonable attorneys' fees) and
         interest on such obligations and indebtedness) of the Company and any
         other Credit Party to the Minimum Payment Guarantors now existing or
         hereafter incurred under, arising out of, or in connection with any
         Minimum Payment Guaranty Document (including, without limitation, all
         such obligations and indebtedness under the Minimum Payment Guaranty)
         to which it is a party (in each case, to the extent such obligations
         and indebtedness relate to the Minimum Payment Guaranty) and the due
         performance and compliance by the Company and each such Credit Party
         with all of the terms, conditions and agreements contained in each such
         Minimum Payment Guaranty Document (all such principal, interest,
         obligations and liabilities described in this clause (ii) being herein
         collectively called the "Minimum Payment Obligations");

               (iii) the full and prompt payment when due (whether at the stated
         maturity, by acceleration or otherwise) of (x) the principal of and
         interest on the notes issued by, and loans made to, the Company under
         the Revolving Credit Agreement and all reimbursement obligations and
         unpaid drawings (together with interest thereon) with respect to the
         letters of credit issued (or assumed) under the Revolving Credit
         Agreement and (y) all other obligations and indebtedness (including,
         without limitation, indemnities, fees and expenses, enforcement costs
         (including reasonable attorneys' fees) and interest on such obligations
         and indebtedness), of each Credit Party to the Revolver Creditors,
         whether now existing or hereafter incurred under, arising out of or in
         connection with the Revolving Credit Agreement and the other Revolving
         Credit Documents and the due performance and compliance by each Credit
         Party with all of the terms, conditions and agreements contained in the
         Revolving Credit Agreement and the other Revolving Credit Documents


                                      -18-
<PAGE>   19


         (all such principal, interest, obligations and liabilities described in
         this clause (iii) being herein collectively called the "Revolving
         Credit Agreement Obligations");

                (iv) the full and prompt payment when due (whether at the stated
         maturity, by acceleration or otherwise) of (x) the principal of, and
         premium, if any, and interest on the Senior Notes and (y) all other
         obligations and indebtedness (including, without limitation,
         indemnities, fees and expenses, enforcement costs (including reasonable
         attorneys' fees) and interest on such obligations and indebtedness) of
         each Credit Party to the Senior Note Creditors, whether now existing or
         hereafter incurred under, arising out of or in connection with the
         Senior Notes, the other Senior Note Documents and the Shared Security
         Documents and the due performance and compliance by each Credit Party
         with all of the terms, conditions and agreements contained in the
         Senior Notes, the other Senior Note Documents and the Shared Security
         Documents (all such obligations and liabilities described in this
         clause (iv) being herein collectively called the "Senior Note
         Obligations");

                (v) any and all amounts owing to the Collateral Agent pursuant
         to, or as referenced in, this Agreement or any Shared Security
         Document, and any and all amounts (but without any interest thereon)
         owing to any Minimum Payment Guarantor pursuant to the subrogation
         provisions contained in Section 6(e) hereof; provided that with respect
         to the amounts described above as owing to any Minimum Payment
         Guarantor pursuant to the subrogation provisions contained in Section
         6(e) hereof, the respective amount paid by the Minimum Payment
         Guarantor to the Collateral Agent shall have been actually due and
         owing to the Collateral Agent at the time of the respective payment by
         such Minimum Payment Guarantor;

                (vi) any and all sums advanced by the Collateral Agent in
         order to preserve the Collateral or preserve its security interest in
         the Collateral; and

                (vii) in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations, or liabilities of the
         Company referred to in clauses (i), (ii), (iii) and (iv), after an
         Event of Default shall have occurred and be continuing, the reasonable
         expenses of re-taking, holding, preparing for sale or lease, selling or
         otherwise disposing of or realizing on the Collateral, or of any
         exercise by the Collateral Agent of its rights hereunder or under the
         Shared Security Documents, together with reasonable attorneys' fees and
         court costs.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or any agency, department or instrumentality
thereof.

                  "Plan Effective Date" shall mean the "Effective Date" as
defined in the Plan of Reorganization (as defined in the Revolving Credit
Agreement as originally in effect).

                  "Pledge Agreement" shall mean the Pledge Agreement, dated as
of March 30, 2001, among JCC Holding and various of its Subsidiaries, as
Pledgors, and the Collateral Agent,


                                      -19-
<PAGE>   20


as Pledgee for the benefit of the Secured Creditors, as amended, modified or
supplemented from time to time.

                  "Pro Rata Share" shall have the meaning provided in Section
11(b) hereof.

                  "Protective Advance Obligations" shall have the meaning
provided in clause (i) of the definition of "Obligations."

                  "Protective Advances" shall have the meaning provided in
Section 4(e) hereof.

                  "Qualified Person" shall mean, with respect to any Revolver
Creditor party to the Revolving Credit Agreement on the date hereof or that
becomes a Revolver Creditor pursuant to the relevant provisions of the Revolving
Credit Agreement, a commercial bank, financial institutions or other "accredited
investor" (as defined in Regulation D of the Securities Act), which shall not
have been found unsuitable under, and, to the extent necessary, shall have
qualified or be presumed suitable under, the Gaming Regulations applicable to
lenders and the Casino Operating Contract.

                  "Required Creditors" shall mean the requisite percentage of
Secured Creditors which are needed to take actions with respect to a given Class
of Obligations, i.e., whether the Required Minimum Payment Guarantor Secured
Creditors, the Required Revolver Creditors or the Required Senior Noteholders.

                  "Required Minimum Payment Guarantor Secured Creditors" shall
mean, at any time, the Minimum Payment Guarantor or Minimum Payment Guarantors
which are designated as such pursuant to any then outstanding Minimum Payment
Guaranty or, if no such Minimum Payment Guaranty is then outstanding, are owed
amounts which are then due and payable (and have not yet been paid) pursuant to
the respective Minimum Payment Guaranty Documents (or if, pursuant to the terms
of the Minimum Payment Guaranty Documents, less than 100% of such Minimum
Payment Guarantors are required to take actions hereunder, such lesser
percentage as may be specified in the respective Minimum Payment Guaranty
Documents).

                  "Required Revolver Creditors" shall have the meaning assigned
that term in the Revolving Credit Agreement.

                  "Required Secured Creditors" shall have the meaning provided
in Section 4 hereof.

                  "Required Senior Noteholders" shall mean the "Required
Holders" under, and as defined in, the Senior Note Indenture.

                  "Revolver Creditors" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Revolver Note" shall mean each promissory note issued from
time to time pursuant to the Revolving Credit Agreement.


                                      -20-
<PAGE>   21


                  "Revolving Credit Agreement" shall have the meaning provided
in the Recitals to this Agreement.

                  "Revolving Credit Agreement Obligations" shall have the
meaning provided in clause (iii) of the definition of "Obligations".

                  "Revolving Credit Documents" shall mean the Revolving Credit
Agreement and each instrument or document executed and delivered pursuant to or
in connection therewith, including without limitation all "Credit Documents"
under, and as defined in, the Revolving Credit Agreement as in effect on the
date hereof.

                  "Second Priority Secured Obligations" shall have the meaning
provided in Section 11(b) hereof.

                  "Secured Creditors" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Secured Debt Agreements" shall mean and include the Shared
Security Documents, the Minimum Payment Guaranty Documents, the Revolving Credit
Documents and the Senior Note Documents.

                  "Security Agreement" shall mean the Security Agreement, dated
as of March 30, 2001, among JCC Holding and various of its Subsidiaries as
assignors, and the Collateral Agent, as secured party for the benefit of the
Secured Creditors as amended, modified or supplemented from time to time.

                  "Senior Note Creditors" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Senior Note Documents" shall have the meaning provided in the
Recitals to this Agreement.

                  "Senior Note Holders" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Senior Note Indenture" shall have the meaning provided in the
Recitals to this Agreement.

                  "Senior Note Obligations" shall have the meaning provided in
clause (iv) of the definition of "Obligations."

                  "Senior Note Trustee" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Senior Notes" shall have the meaning provided in the Recitals
to this Agreement.

                  "Shared Security Documents" shall have the meaning provided in
Section 1 hereof.


                                      -21-

<PAGE>   22

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

                  "Third Priority Secured Obligations" shall have the meaning
provided in Section 11(b) hereof.

                  13. Notices. Except as otherwise specified herein, all
notices, requests, demands or other communications hereunder shall be in writing
and shall be delivered or mailed by first class mail, postage prepaid, addressed
as follows:

                  (a)    if to the Company, at:

                                  One Canal Place
                                  365 Canal Street - Suite 900
                                  New Orleans, Louisiana 70130
                                  Telephone:  (504) 533-6017
                                  Telecopy:  (504) 533-6185
                                  Attention:  President

                  (b)    if to the Revolver Creditors, at each of the following:

                                  One Harrah's Court
                                  Las Vegas, NV 89119-4312
                                  Telephone: 702-407-6406
                                  Telecopy: 702-407-6405
                                  Attention:  Chuck Atwood

                                  One Harrah's Court
                                  Las Vegas, NV 89119-4312
                                  Telephone: 702-407-6393
                                  Telecopy: 702-407-6418
                                  Attention:  Steve Brammell

                                  1023 Cherry Road
                                  Memphis, TN 38117
                                  Telephone: 901-537-3439
                                  Telecopy: 901-537-3443
                                  Attention:  Tom Evans

                  (c)    if to the Collateral Agent, at:


                                      -22-
<PAGE>   23


                               The Bank of New York
                               10161 Centurion Parkway
                               Jacksonville, FL  32256
                               Telephone:  (800) 705-0384
                               Telecopy:  (904) 645-1979
                               Attention:  Cynthia Moore

                  (d)    if to the Senior Note Trustee, at:

                               Wells Fargo Bank Minnesota, National Association,
                               6th and Marquette
                               MAC-N9303-120
                               Minneapolis, Minnesota 55479
                               Telephone:  (612) 667-9764
                               Telecopy:  (612) 667-9825
                               Attention: Corporate Trust Department


                  (e)    if to any Senior Note Holder, to the Senior Note
                         Trustee at its address set forth above;

                  (f)    if to any Minimum Payment Guarantor at:

                               Harrah's Entertainment, Inc.
                               One Harrah's Court
                               Las Vegas, NV 89119
                               Telephone:  (702) 407-6393
                               Telecopy:  (702) 579-2671
                               Attention:  General Counsel

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder;

                  (g) in addition to any other notices required or permitted to
be given pursuant to this Agreement, the Collateral Agent shall promptly provide
to each Authorized Representative (in accordance with the foregoing provisions
of this Section 13) copies of any notices received by the Collateral Agent under
or with respect to any of the Shared Secured Documents, the Casino Operating
Contract or the Casino Lease.

                  (h) In addition to any other notices required or permitted to
be given pursuant to this Agreement, the Collateral Agent shall, promptly after
its taking any enforcement action pursuant to this Agreement or any of the
Shared Security Documents, give the LGCB (at the address provided in the
following sentence) written notice of the enforcement action so taken; provided
that any failure or delay in giving any such notice shall not affect or impair
the validity of any such enforcement action and shall give rise to no liability
on the part of the Collateral Agent or any Secured Creditor. All notices to the
LGCB pursuant to this sentence shall be mailed (or sent by reputable courier) to
the LGCB at the following address (or such other address as the


                                      -23-
<PAGE>   24

LGCB furnishes to the Collateral Agent from time to time for its receipt of
notices pursuant to this Section):

                             Louisiana Gaming Control Board
                             9100 Bluebonnet Centre Blvd.
                             Suite 500
                             Baton Rouge, LA  70809
                             Attention:  Chairman

                  14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  15. Miscellaneous. This Agreement shall be binding upon the
parties hereto (including the Credit Parties) and shall inure to the benefit of
and be enforceable by the successors and assigns of the parties hereto. Any
Person that becomes a Secured Creditor after the date hereof by its provision of
any Minimum Payment Guaranty or its acceptance of any Revolver Note, any Senior
Note or the benefits of any Shared Security Document, as the case may be, shall
be bound by the terms hereof. The headings in this Agreement are for purposes of
reference only and shall not limit or define the meaning hereof. This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument. In the event that
any provision of this Agreement shall prove to be invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this
Agreement which shall remain binding on all parties hereto.

                  16. Amendment or Waiver of this Agreement and the Shared
Security Documents Payment; Notice of Acceleration. (a) None of the terms and
conditions of this Agreement may be changed, waived, modified or varied in any
manner whatsoever unless in writing duly signed by the Required Revolver
Creditors, the Required Minimum Payment Guarantor Secured Creditors, the Senior
Note Trustee (with the consent of the Required Senior Noteholders) and the
Collateral Agent; provided, however, that if any such change, waiver,
modification or variance adversely affects any Credit Party, the written consent
of such Credit Party shall also be required.

                  (b) None of the terms and conditions of any Shared Security
Document may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by the applicable Credit Party thereto and the
Collateral Agent with the written consent of the Required Secured Creditors
(and, to the extent such change, waiver, modification or variance results in the
release of all or substantially all of the Collateral pursuant to all the Shared
Security Documents, with the consent of each Senior Note Holder); provided,
however, that (1) any change, waiver, modification or variance affecting the
rights and benefits of a single Class of Secured Creditors (and not all Secured
Creditors in a like or similar manner) shall also require the written consent of
the Required Creditors of such affected Class and (2) any change, waiver,
modification or variance to (a) any of the Mortgage Release Provisions contained
in the Mortgages described in clauses (ii) through (iv), inclusive, of the
definition of Mortgage contained herein, (b) any provision contained in any
Mortgage described in clauses (i) through (iv),


                                      -24-
<PAGE>   25

inclusive, of the definition of Mortgage contained herein, stating a maximum
amount secured thereby to the extent that the maximum amount is decreased or (c)
any granting clause in any Mortgage (or otherwise effect any release or partial
release, other than in accordance with the Mortgagee Release Provisions)
described in clause (i) through (iv), inclusive, of the definition of Mortgage
contained herein, that releases or decreases the amount of Collateral subject to
the respective Mortgage (unless, in the case of a partial release, the
respective mortgagor certifies that the Collateral so released is not necessary
to the continued use of or conduct of business, if any, on the respective
property subject to such Mortgage) shall in any event as described in
sub-clauses (a), (b) and (c) of this clause (2) require the written consent of
both (x) the Required Revolving Creditors and (y) the Required Senior
Noteholders. For the purpose of this Agreement, the term "Class" shall mean each
class of Secured Creditors, i.e., whether (w) any Secured Creditors which have
made Protective Advances, with respect to such Protective Advances, (x) the
Minimum Payment Guarantors as holders of the Minimum Payment Obligations, (y)
the Revolver Creditors as holders of the Revolving Credit Agreement Obligations
or (z) the Senior Note Holders as holders of the Senior Note Obligations.
Notwithstanding anything to the contrary contained above, additional Credit
Parties may be added as parties to the various Shared Security Documents in
accordance with the terms thereof (and without requiring any consent as
otherwise contemplated by this Section 16(b)) and, to the extent provided in
Section 17 hereof, Collateral and/or various Credit Parties may from time to
time be released pursuant to the Shared Security Documents in accordance with
the provisions of said Section 17 (and without the requirement of any additional
vote pursuant to this Section 16).

                  (c) Each of the Minimum Payment Guarantors, the Revolver
Creditors and the Senior Note Trustee agrees to deliver to the Collateral Agent
and to the others:

                 (i) in the case of the Revolver Creditors, prompt written
         notice of the acceleration of the Revolving Credit Agreement
         Obligations (such notice to be provided in the same manner and
         substantially contemporaneously with any notice provided to the
         Company), although the failure to deliver any such notice shall not
         affect the validity of such acceleration;

                (ii) in the case of the Senior Note Trustee, prompt written
         notice of the acceleration of the Senior Note Obligations (such notice
         to be provided in the same manner and substantially contemporaneously
         with any notice provided to the Company), although the failure to
         deliver any such notice shall not affect the validity of such
         acceleration; and

               (iii) in the case of the Minimum Payment Guarantors, prompt
         written notice of any non-renewal of any then outstanding Minimum
         Payment Guaranty or any acceleration of any Minimum Payment Obligations
         (such notice to be provided in the same manner and substantially
         contemporaneously with any notice provided to the Company), although
         the failure to deliver any such notice shall not affect the validity of
         any such non-renewal or acceleration.

                  17. Termination; Release. (a) This Agreement shall terminate
on the first date upon which (i) no Protective Advances are outstanding (and if
any Protective Advances have


                                      -25-

<PAGE>   26


theretofore been made, all amounts owing in respect of Protective Advance
Obligations shall have been indefeasibly been paid in full), (ii) all
theretofore outstanding Minimum Payment Guaranties have expired in accordance
with their terms and all Minimum Payment Obligations which are then due and
payable have been indefeasibly paid in full, (iii) all commitments under, and
letters of credit issued pursuant to, the Revolving Credit Agreement have
terminated, and no Revolver Note issued thereunder remains outstanding and all
Revolving Credit Agreement Obligations have been indefeasibly paid in full and
(iv) no Senior Notes remain outstanding and all Senior Note Obligations have
been indefeasibly paid in full.

                  (b) In the event that any property subject to any Mortgage
(excluding the Mortgage described in clause (i) of the definition thereof
contained herein) is sold or disposed of in a transaction whereby a release of
the Mortgage on such property is permitted pursuant to Section 10(c) of the
Senior Note Indenture, and so long as the respective release does not give rise
to a violation of any of the provisions of the Secured Debt Agreements then in
effect, and so long as the respective Credit Party certifies to the Collateral
Agent that such release is permitted pursuant to Section 10.5(c) of the Senior
Note Indenture and does not give rise to a violation of the terms of any of the
Secured Debt Agreements, the Collateral Agent, at the request and expense of the
respective Credit Party, shall release the respective Mortgage pursuant to
documentation in form and substance reasonably satisfactory to the Collateral
Agent.

                  (c) In addition to releases pursuant to preceding clause (b),
in the event that any part of the Collateral (excluding property subject to any
of the Mortgages described in clauses (i) through (iv) of the definition thereof
contained herein, which can be released only pursuant to the provisions thereof)
is sold or otherwise disposed of in connection with a sale or other disposition
permitted by the relevant provisions of the Minimum Payment Guaranty Documents,
the Revolving Credit Agreement and the Senior Note Indenture or is otherwise
released at the direction of the Required Minimum Payment Secured Creditors, the
Required Revolver Creditors and, unless the release is permitted pursuant to the
terms of the Senior Note Indenture, the Senior Note Trustee acting at the
direction of the Required Senior Noteholders (and all the Revolver Creditors and
all Senior Note Holders in the case of a release of all or substantially all of
the Collateral under all the Shared Security Documents) and so long as the
respective Credit Party under the respective Shared Security Document certifies
to the Collateral Agent that such sale or other disposition or clause is
permitted by the Minimum Payment Guaranty Documents, the Revolving Credit
Agreement and the Senior Note Indenture and the proceeds of such sale or other
disposition or from such release shall be applied in the manner, if any,
required by the Minimum Payment Guaranty Documents, the Revolving Credit
Agreement and the Senior Note Indenture, the Collateral Agent, at the request
and expense of the respective Credit Party will duly assign, transfer and
deliver to the respective Credit Party (without recourse and without any
representation or warranty) such of the Collateral as is then being (or has
been) so sold or otherwise disposed of or released and as may be in the
possession of the Collateral Agent and has not theretofore been released
pursuant to this Agreement or the Shared Security Documents.

                  (d) At any time that any Credit Party (other than JCC Holding
or the Company) is released from all of its obligations pursuant to all Secured
Debt Documents (as defined in the various Shared Security Documents) then in
effect, and so long as the occurrence of such release has been certified to the
Collateral Agent by the Minimum Payment Guarantors (with


                                      -26-
<PAGE>   27


respect to the Minimum Payment Guaranty Documents), HET (with respect to the
Revolving Credit Documents), the Senior Note Trustee (with respect to the Senior
Note Obligations) and the Company (with respect to all Obligations), and so long
as the Company certifies that the respective Credit Party has been released from
all of its Obligations (including any guaranties thereof), the respective Credit
Party shall be released by the Collateral Agent as a party to any Shared
Security Documents to which it is a party at such time, in accordance with the
provisions thereof.

                  (e) At any time that the respective Credit Party desires that
Collateral (or any Credit Party) be released as provided in the foregoing
Sections 17(a), (b), (c) or (d), it shall deliver to the Collateral Agent a
certificate signed by a principal executive officer of such Credit Party stating
that the release of the respective Collateral (or Credit Party) is permitted
pursuant to Sections 17(a), (b), (c) or (d). If requested by the Collateral
Agent (although the Collateral Agent shall have no obligation to make any such
request), the respective Credit Party shall furnish appropriate legal opinions
(from counsel acceptable to the Collateral Agent) to the effect set forth in the
immediately preceding sentence. The Collateral Agent shall have no liability
whatsoever to any Secured Creditor as the result of any release of Collateral by
it as permitted by this Section 17.

                  18. Inconsistent Provisions. If any provision of this
Agreement shall be inconsistent with, or contrary to, any provision in any
Shared Security Document, including, without limitation, any provision of any
Shared Security Document limiting the amount payable to the Collateral Agent,
the provision in this Agreement shall be controlling, and shall supersede such
inconsistent provision to the extent necessary to give full effect to all
provisions contained in this Agreement.

                  19. Legends. (a) The Company and the Senior Note Creditors
hereby agree that (i) the Senior Note Indenture shall contain an appropriate
provision therein to the effect that such Senior Note Indenture, and the Senior
Notes issued thereunder, are subject to the terms of this Agreement, and (ii)
each Senior Note issued pursuant to the Senior Note Indenture shall contain the
following legend (which shall be printed thereon in bold face):

                  THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN
THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE INDENTURE), WHICH INTERCREDITOR
AGREEMENT, AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS WITH RESPECT TO THE
SECURITY FOR THIS NOTE AND THE SHARING OF PROCEEDS THEREOF WITH CERTAIN OTHER
SECURED CREDITORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT). A COPY OF SUCH
INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF THIS NOTE UPON
REQUEST TO THE COMPANY.

                  (b) The Company and the Revolver Creditors hereby agree that
(i) the Revolving Credit Agreement shall contain an appropriate provision
therein to the effect that the Revolving Credit Agreement, and the Revolver
Notes issued thereunder, are subject to the terms of this Agreement and (ii)
each Revolver Note issued pursuant to the Revolving Credit Agreement shall
contain the following legend (which shall be printed thereon in bold face):


                                      -27-
<PAGE>   28


                  THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN
THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE AGREEMENT), WHICH INTERCREDITOR
AGREEMENT, AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS WITH RESPECT TO THE
SECURITY FOR THIS NOTE AND THE SHARING OF PROCEEDS THEREOF WITH CERTAIN OTHER
SECURED CREDITORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT). A COPY OF SUCH
INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF THIS NOTE UPON
REQUEST TO THE COMPANY.

                  20. Co-Collateral Agents; Separate Collateral Agents. (a) If
at any time or times it shall be necessary or prudent in order to conform to any
law of any jurisdiction in which any of the Collateral shall be located, or the
Collateral Agent shall be advised by counsel, satisfactory to it and to the
Required Minimum Payment Guarantor Secured Creditors, the Required Revolver
Creditors and the Senior Note Trustee, that it is necessary or prudent or in the
interest of the Collateral Agent or the Secured Creditors, then the Collateral
Agent shall be entitled to appoint one or more sub-collateral agents or
co-collateral agents, and in such case the Collateral Agent, the Company and
each of the other Credit Parties having an interest in the Collateral located in
the State in which such separate or sub-collateral agent or co-collateral agent
is to act shall execute and deliver all instruments and agreements necessary or
proper to constitute another bank or trust company, or one or more individuals
approved by the Collateral Agent, either to act as co-collateral agent or
co-collateral agents jointly with the Collateral Agent originally named herein
or any successor or successors, or to act as a separate or sub-collateral agent
or agents of the Collateral Agent and the Secured Creditors in respect of any or
all of the Collateral. If the Company and each of the other Credit Parties
having an interest in the Collateral located in the State in which such separate
or sub-collateral agent or co-collateral agent is to act shall not have joined
in the execution of such instruments or agreements within ten (10) days after
the receipt of a written request from the Collateral Agent so to do, or if a
Default or an Event of Default shall be continuing, the Collateral Agent may act
under the foregoing provisions of this Section 20 without the concurrence of the
Company and the other Credit Parties, and the Company and each of the other
Credit Parties hereby irrevocably appoint the Collateral Agent as their agent
and attorney-in-fact to act for them under the foregoing provisions of this
Section 20 in either of such contingencies. Any co-collateral agent or separate
or sub-collateral agent appointed to act with respect to the Casino shall be a
Qualified Person.

                  (b) Every separate or sub-collateral agent (and all references
herein to a "separate collateral agent" shall be deemed to refer also to a
"sub-collateral agent" or a "collateral sub-agent") and every co-collateral
agent, other than any collateral agent which may be appointed as successor to
any Collateral Agent, shall, to the extent permitted by applicable law, be
appointed and act and be such, subject to the following provisions and
conditions, namely:

                 (i) all rights, remedies, powers, duties and obligations
         conferred upon, reserved to or imposed upon the Collateral Agent in
         respect of the custody, control and management of monies, papers or
         securities shall be exercised solely by the Collateral Agent hereunder;

                (ii) all rights, remedies, powers, duties and obligations
         conferred upon, reserved to or imposed upon the Collateral Agent
         hereunder shall be conferred, reserved or imposed


                                      -28-
<PAGE>   29


         and exercised or performed by the Collateral Agent and such separate
         collateral agent or separate collateral agents or co-collateral agent
         or co-collateral agents, jointly or severally, as shall be provided in
         the instrument appointing such separate collateral agent or separate
         collateral agents or co-collateral agent or co-collateral agents,
         except to the extent that, under any law of any jurisdiction in which
         any particular act or acts are to be performed, the Collateral Agent
         shall be incompetent or unqualified to perform such act or acts, in
         which event such rights, remedies, powers, duties and obligations shall
         be exercised and performed by such separate collateral agent or
         separate collateral agents or co-collateral agent or co-collateral
         agents;

               (iii) no power given hereby to, or which it is provided hereby
         may be exercised by, any such separate collateral agent or separate
         collateral agents or co-collateral agent or co-collateral agents shall
         be exercised hereunder by such separate collateral agent or separate
         collateral agents or co-collateral agent or co-collateral agents except
         (subject to applicable law) jointly with, or with the consent or at the
         direction in writing of, the Collateral Agent;

                (iv) all provisions of this Agreement relating to the Collateral
         Agent or to releases of Collateral shall apply to any such separate
         collateral agent or separate collateral agents or co-collateral agent
         or co-collateral agents;

                 (v) no collateral agent constituted under this Section 20 shall
         be personally liable by reason of any act or omission of any other
         separate or co-collateral agent or the Collateral Agent hereunder; and

                (vi) the Collateral Agent at any time by an instrument in
         writing, executed by it, may accept the resignation of any such
         separate collateral agent or co-collateral agent and the Collateral
         Agent or the Required Secured Creditors may individually or jointly
         remove any such separate collateral agent or co-collateral agent, and
         in that case, by an instrument in writing executed by the Collateral
         Agent or the Required Secured Creditors, as the case may be, and the
         Collateral Agent or the Required Secured Creditors, as the case may be,
         may appoint a successor to such separate collateral agent or
         co-collateral agent, as the case may be, anything herein contained to
         the contrary notwithstanding. If the Company and each of the other
         Credit Parties shall not have joined in the execution of any such
         instrument within 10 days after the receipt of a written request from
         the Collateral Agent so to do, or if a Default or an Event of Default
         shall be continuing, the Collateral Agent shall have the power to
         accept the resignation of or remove any such separate collateral agent
         or co-collateral agent and to appoint a successor to such separate
         collateral agent or co-collateral agent, as the case may be, and to
         execute any such instrument without the concurrence of the Company or
         such other Credit Party, and the Company and each of the other Credit
         Parties hereby irrevocably appoint the Collateral Agent their agent and
         attorney-in-fact to act for them in such connection in either of such
         contingencies. If the Collateral Agent shall have appointed a separate
         collateral agent or separate collateral agents or co-collateral agent
         or co-collateral agents as above provided, the Collateral Agent may at
         any time, by an instrument in writing, accept the resignation of or
         remove any such separate collateral agent or co-collateral agent, the
         successor to any such


                                      -29-
<PAGE>   30

         separate collateral agent or co-collateral agent to be appointed by the
         Required Secured Creditors, or by the Collateral Agent alone, as
         hereinabove provided in this Section 20.

                  (c) Notwithstanding any other provision of this Section 20,
the Collateral Agent shall not appoint any separate collateral agent or
co-collateral agent without the consent of the Minimum Payment Guarantors, HET
and the Senior Note Trustee.

                  21. Special Provisions regarding Minimum Payment Guarantors.
As contemplated by Section 15 hereof, this Agreement shall be binding upon the
successors and assigns of HET and HOC, as the Minimum Payment Guarantors
originally party hereto. In addition to the provisions of the immediately
preceding sentence, if any other Person at any time furnishes any substitute or
replacement Minimum Payment Guaranty (unless such Minimum Payment Guaranty is
being provided on an unsecured basis), then each such person or entity which so
furnishes a successor or replacement Minimum Payment Guaranty (or becomes a
Minimum Payment Guarantor, either individually or jointly and severally with any
other Person) shall be required (and JCC Holding and the Company shall cause
each such Person) to become a party to this Agreement (concurrently with its
providing any such Minimum Payment Guaranty or becoming a Minimum Payment
Guarantor), by executing and delivering to the Collateral Agent an instrument in
writing, in substantially the form of Annex A hereto, pursuant to which it
becomes a party hereto as a Minimum Payment Guarantor. Any Person furnishing a
Minimum Payment Guaranty (or becoming a Minimum Payment Guarantor) which does
not so become a party hereto shall not be entitled to the benefits (and shall
not be secured by) any of the Shared Security Documents.

                  22. Rights under Casino Lease. The parties hereto acknowledge
that, for purposes of the Casino Lease, the Collateral Agent shall be the "First
Leasehold Mortgagee" under and as defined in the Casino Lease and the exercise
of any and all rights granted the Collateral Agent as the First Leasehold
Mortgagee under the Casino Lease shall be subject to and in accordance with the
terms and conditions of this Agreement, including, without limitation, the
provisions of Sections 4 and 11 hereof.

                  23. Additional Collateral. Each Secured Creditor hereby agrees
for the benefit of the other Secured Creditors that, except as otherwise
specifically provided in Section 11(h) hereof and in the immediately succeeding
sentence, to the extent any additional or substitute collateral for any of the
Obligations is delivered by JCC Holding or any of its Subsidiaries to or for the
benefit of any Secured Creditor, such collateral shall be subject to the
provisions of this Agreement and the interest of such Secured Creditor therein
shall be immediately transferred to the Collateral Agent. The foregoing
provisions shall not apply to any cash payments received by any Authorized
Representative or Secured Creditor in advance (but not more than ten (10)
Business Days in advance) of the date such cash is to be applied to the payment
of any Obligations or to any cash or cash equivalents required to be delivered
at any time as collateral for one or more outstanding letters of credit pursuant
to the Revolving Credit Agreement.

                  24. No Third Party Beneficiaries. This Agreement is entered
into solely for the benefit of the parties hereto and their respective
successors and assigns and for the benefit of the Secured Creditors from time to
time and their respective successors and assigns and, except for the Secured
Creditors and their successors and assigns, there shall be no third party
beneficiaries


                                      -30-
<PAGE>   31


hereof, nor shall any Person other than the parties hereto and their respective
successors and assigns, and the Secured Creditors and their respective
successors and assigns, be entitled to enforce the provisions hereof or have any
claims against any party hereto (or any Secured Creditor) or their successors
and assigns arising from, or under, this Agreement; provided that this Agreement
shall create no rights or claims in favor of any Credit Party.

                                      * * *


                                      -31-
<PAGE>   32


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized officers as of
the date first above written.


                                       THE BANK OF NEW YORK,
                                         as Collateral Agent




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



                                       WELLS FARGO BANK MINNESOTA,
                                          National Association,
                                          as Senior Note Trustee



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



                                       HARRAH'S ENTERTAINMENT, INC.,
                                           as a Minimum Payment Guarantor and
                                           as a Revolver Creditor



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



                                       HARRAH'S OPERATING COMPANY, INC.,
                                           as a Minimum Payment Guarantor and as
                                           a Revolver Creditor


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



<PAGE>   33

                                      HARRAH'S NEW ORLEANS MANAGEMENT
                                          COMPANY, as a Revolver Creditor



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


Acknowledged and Agreed to
as of the date first above
written:


JCC HOLDING COMPANY


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



JAZZ CASINO COMPANY, L.L.C.


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



JCC CANAL DEVELOPMENT, L.L.C.


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



JCC FULTON DEVELOPMENT, L.L.C.


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



JCC DEVELOPMENT COMPANY, L.L.C.


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





<PAGE>   34

                                              ANNEX A TO INTERCREDITOR AGREEMENT



                       FORM OF JOINDER AGREEMENT TO BECOME
                      PARTY TO THE INTERCREDITOR AGREEMENT

[Name and Address of
Collateral Agent]

         Re: Intercreditor Agreement dated as of March 30, 2001, as amended

         Reference is hereby made to that certain Intercreditor Agreement dated
as of March 30, 2001, among the various Secured Creditors described therein and
you, as Collateral Agent (the "Intercreditor Agreement"). Unless otherwise
defined herein, capitalized terms used herein and defined in the Intercreditor
Agreement are used herein as therein defined.

         The undersigned hereby notifies you that it has provided, or will be
providing, a Minimum Payment Guaranty to the State of Louisiana by and through
the LGCB in accordance with the provisions of Section 25.1 of the Casino
Operating Contract. As a result of the execution and delivery of this Agreement
by the undersigned, the undersigned hereby agrees to become a party to the
Intercreditor Agreement as a Minimum Payment Guarantor thereunder, in each case
in accordance with the terms and provisions of the Intercreditor Agreement. The
undersigned agrees to comply with its obligations (including without limitation
those set forth in Section 6(c) and (d) thereof) as a party to the Intercreditor
Agreement as a Minimum Payment Guarantor thereunder.


         IN WITNESS WHEREOF, this Agreement is executed and delivered as of this
____ day of ____, ____.

   [Address of Minimum Payment Guarantor] [Name of Minimum Payment Guarantor]

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


Accepted and Agreed as of this ___ day of ____, ____:

[Name of Collateral Agent], as Collateral Agent


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