<PAGE>   1
                                                                    EXHIBIT 4.01


                          JAZZ CASINO COMPANY, L.L.C.,

                                     ISSUER,

                              JCC HOLDING COMPANY,
                         JCC CANAL DEVELOPMENT, L.L.C.,
                       JCC FULTON DEVELOPMENT, L.L.C. AND
                        JCC DEVELOPMENT COMPANY, L.L.C.,

                                   GUARANTORS,

                                       AND

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                     TRUSTEE

                                    INDENTURE

                           Dated as of March 30, 2001

                                  $124,520,000

                              Senior Notes due 2008

================================================================================

<PAGE>   2

                           CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                       INDENTURE
SECTION                                                                      SECTION
-------                                                                     ---------
<S>    <C>                                                                  <C>
310    (a)(1).................................................................. 7.10
       (a)(2).................................................................. N.A.
       (a)(3).................................................................. N.A.
       (a)(4).................................................................. N.A.
       (a)(5).................................................................. 7.10
       (b)..................................................................... 7.10
       (c)..................................................................... N.A.
311    (a)..................................................................... 7.11
       (b)..................................................................... 7.11
       (c)..................................................................... N.A.
312    (a)..................................................................... N.A.
       (b)..................................................................... 11.3
       (c)..................................................................... 11.3
313    (a).....................................................................  7.6
       (b).....................................................................  7.6
       (c).....................................................................  7.6
314    (a).....................................................................  5.2
       (b)..................................................................... N.A.
       (c)........................................................... 4.1(c); 4.2(d)
       (d)...................................................... 4.1(c); 4.2(d); 4.5
       (e)..................................................................... N.A.
       (f)..................................................................... N.A.
315    (a)..................................................................... N.A.
       (b)..................................................................... N.A.
       (c)..................................................................... N.A.
       (d)..................................................................... N.A.
       (e)..................................................................... N.A.
316    (a)(last sentence) ..................................................... N.A.
       (a)(1)(A)............................................................... N.A.
       (a)(1)(B)............................................................... N.A.
       (a)(2).................................................................. N.A.
       (b)..................................................................... N.A.
317    (a)(1).................................................................. N.A.
       (a)(2).................................................................. N.A.
</TABLE>



<PAGE>   3

<TABLE>
<S>    <C>                                                                  <C>
       (b)..................................................................... N.A.
318    (a)..................................................................... N.A.
</TABLE>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.



                                       ii

<PAGE>   4

                              TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
ARTICLE I
       DEFINITIONS AND INCORPORATION BY REFERENCE..................................  1

               Section 1.1.  Definitions...........................................  1

               Section 1.2.  Incorporation by Reference of TIA..................... 35

               Section 1.3.  Rules of Construction................................. 35

ARTICLE II
       THE SECURITIES.............................................................. 36

               Section 2.1.  Form, Dating and Conditions to Issuance............... 36

               Section 2.2.  Execution and Authentication.......................... 37

               Section 2.3.  Principal Repayments.................................. 39

               Section 2.4.  Registrar and Paying Agent............................ 41

               Section 2.5.  Paying Agent to Hold Assets in Trust.................. 41

               Section 2.6.  Securityholder Lists.................................. 42

               Section 2.7.  Transfer and Exchange................................. 42

               Section 2.8.  Replacement Securities................................ 42

               Section 2.9.  Outstanding Securities................................ 43

               Section 2.10.  Treasury Securities.................................. 43

               Section 2.11.  Temporary Securities................................. 44

               Section 2.12.  Cancellation......................................... 44
</TABLE>



<PAGE>   5

<TABLE>
<S>                                                                                  <C>
               Section 2.13.  Defaulted Interest................................... 44

ARTICLE III
       REDEMPTION ................................................................. 46

               Section 3.1.  Right of Redemption................................... 46

               Section 3.2.  Notices to Trustee ................................... 46

               Section 3.3.  Notice of Redemption ................................. 46

               Section 3.4.  Effect of Notice of Redemption ....................... 47

               Section 3.5.  Deposit of Redemption Price  ......................... 47

               Section 3.6.   Securities Redeemed In Part  ........................ 48

               Section 3.7.  Regulatory Redemption Event .......................... 48

ARTICLE IV
       SECURITY  .................................................................. 48

               Section 4.1.  Security Interest  ................................... 48

               Section 4.2.  Recording; Opinions of Counsel ....................... 49

               Section 4.3.  Disposition of Certain Collateral  ................... 50

               Section 4.4.  Net Cash Proceeds Account ............................ 52

               Section 4.5.  Certain Releases of Collateral ....................... 53

               Section 4.6.  Lien Priorities ...................................... 54

               Section 4.7.  Payment of Expenses  ................................. 55
</TABLE>

                                       ii

<PAGE>   6


<TABLE>
<S>                                                                               <C>
               Section 4.8.  Suits to Protect the Collateral ...................... 55

               Section 4.9.  Trustee's Duties ..................................... 55

               Section 4.10.  Security Documents  ................................. 56

ARTICLE V
       COVENANTS................................................................... 56

               Section 5.1.  Payment of Securities ................................ 56

               Section 5.2.  Information Covenants; Compliance Certificate;
       Notice of Default .......................................................... 57

               Section 5.3.  End of Fiscal Years; Fiscal Quarters ................. 63

               Section 5.4.  Maintenance of Office or Agency ...................... 63

               Section 5.5.  Limitation on Restricted Payments .................... 64

               Section 5.6.  Existence............................................. 66

               Section 5.7.  Payment of Taxes and Other Claims  ................... 66

               Section 5.8.  Maintenance of Insurance ............................. 66

               Section 5.9.  Reports  ............................................. 66

               Section 5.10.  Waiver of Stay, Extension or Usury Laws ............. 67

               Section 5.11.  Transactions with Affiliates ........................ 67

               Section 5.12.  Limitation on Incurrence of Additional Indebtedness.. 69

               Section 5.13.  Limitation on Liens ................................. 70
</TABLE>

                                       iii

<PAGE>   7

<TABLE>
<S>                                                                                  <C>
               Section 5.14.  Consolidation, Merger, Purchase or Sale of
       Assets, Etc. ................................................................ 73

               Section 5.15.  Limitation on Payments of Certain Indebtedness,
       Modifications of Certain Indebtedness, Modifications of Certificate of
       Incorporation, By-laws and Certain Other Agreements, Etc..................... 74

               Section 5.16.  Listing of Securities................................. 76

               Section 5.17.  Compliance with Environmental Laws.................... 76

               Section 5.18.  Capital Expenditures.................................. 77

               Section 5.19.  Advances, Investments and Loans....................... 78

               Section 5.20.  Limitation on Certain Restrictions on Subsidiaries.... 79

               Section 5.21.  Business.............................................. 79

               Section 5.22.  Additional Security and Further Assurances............ 80

               Section 5.23.  Notices............................................... 81

               Section 5.24.  Minimum Consolidated EBITDA........................... 81

               Section 5.25.  Limitation on Issuance of Equity Interests............ 81

               Section 5.26.  Limitation on Creation of Subsidiaries................ 82

               Section 5.27.  Casino Manager........................................ 82

               Section 5.28.  Separateness from Unrestricted Subsidiaries........... 82

               Section 5.29.  Limitation on Certain Outstanding Obligations......... 84

ARTICLE VI
       EVENTS OF DEFAULT AND REMEDIES............................................... 85
</TABLE>

                                       iv

<PAGE>   8


<TABLE>
<S>                                                                                  <C>
               Section 6.1.  Events of Default...................................... 85

               Section 6.2.  Acceleration of Maturity Date; Rescission and
       Annulment.................................................................... 90

               Section 6.3.  Collection of Indebtedness and Suits for Enforcement
       by Trustee................................................................... 92

               Section 6.4.  Trustee May File Proofs of Claim....................... 92

               Section 6.5.  Trustee May Enforce Claims Without Possession
       of Securities................................................................ 93

               Section 6.6.  Priorities............................................. 94

               Section 6.7.  Limitation on Suits.................................... 94

               Section 6.8.  Unconditional Right of Holders to Receive
       Principal and Interest....................................................... 95

               Section 6.9.  Rights and Remedies Cumulative......................... 95

               Section 6.10.  Delay or Omission Not Waiver.......................... 95

               Section 6.11.  Control by Holders.................................... 95

               Section 6.12.  Waiver of Past Default................................ 96

               Section 6.13.  Undertaking for Costs................................. 96

               Section 6.14.  Restoration of Rights and Remedies.................... 97

ARTICLE VII
       TRUSTEE...................................................................... 97

               Section 7.1.  Duties of Trustee...................................... 97
</TABLE>


                                        v

<PAGE>   9


<TABLE>
<S>                                                                                  <C>
               Section 7.2.  Rights of Trustee...................................... 99

               Section 7.3.  Individual Rights of Trustee...........................100

               Section 7.4.  Trustee's Disclaimer...................................100

               Section 7.5.  Notice of Default......................................100

               Section 7.6.  Reports by Trustee to Holders..........................101

               Section 7.7.  Compensation and Indemnity.............................101

               Section 7.8.  Replacement of Trustee.................................102

               Section 7.9.  Successor Trustee by Merger, Etc.......................104

               Section 7.10.  Eligibility; Disqualification.........................104

               Section 7.11.  Preferential Collection of Claims Against
       Company......................................................................104

ARTICLE VIII
       RIGHT TO REQUIRE REPURCHASE..................................................104

               Section 8.1.  Repurchase of Securities at Option of the Holder
       upon Change of Control or Regulatory Redemption Event........................104

ARTICLE IX
       AMENDMENTS, SUPPLEMENTS AND WAIVERS..........................................107

               Section 9.1.  Supplemental Indentures Without Consent of
       Holders......................................................................107

               Section 9.2.  Amendments, Supplemental Indentures and
       Waivers with Consent of Holders..............................................108
</TABLE>


                                       vi

<PAGE>   10


<TABLE>
<S>                                                                                  <C>
               Section 9.3.  Compliance with TIA....................................110

               Section 9.4.  Revocation and Effect of Consents......................110

               Section 9.5.  Notation on or Exchange of Securities..................111

               Section 9.6.  Trustee to Sign Amendments, Etc........................111

               Section 9.7.  Consent to Certain Amendments of the Ground
       Lease; Trustee's Actions.....................................................111

ARTICLE X
       GUARANTY.....................................................................112

               Section 10.1.  Guaranty..............................................112

               Section 10.2.  Parent Guaranty.......................................114

               Section 10.3.  Execution and Delivery of Guaranty....................116

               Section 10.4.  Future Subsidiary Guarantors..........................117

               Section 10.5.  Release of Guarantors.................................117

               Section 10.6.  When the Guarantor May Merge, Etc. ...................119

               Section 10.7.  Certain Bankruptcy Events.............................120
ARTICLE XI
       MISCELLANEOUS................................................................120

               Section 11.1.  TIA Controls..........................................120

               Section 11.2.  Notices...............................................120

               Section 11.3.  Communications by Holders with Other Holders..........122
</TABLE>


                                       vii


<PAGE>   11


<TABLE>
<S>                                                                                  <C>
               Section 11.4.  Certificate and Opinion as to Conditions Precedent....122

               Section 11.5.  Statements Required in Certificate or Opinion.........122

               Section 11.6.  Rules by Trustee, Paying Agent, Registrar.............123

               Section 11.7.  Legal Holidays........................................123

               Section 11.8.  Governing Law.........................................123

               Section 11.9.  No Adverse Interpretation of Other Agreements.........124

               Section 11.10.  No Recourse Against Others; Holders Acting
        in Own Best Interests.......................................................124

               Section 11.11.  Successors...........................................125

               Section 11.12.  Duplicate Originals..................................125

               Section 11.13.  Severability.........................................125

               Section 11.14.  Table of Contents, Headings, Etc.....................125

               Section 11.15.  Gaming Laws..........................................125

               Section 11.16.  Tax Treatment........................................126

               Section 11.17.  Waivers and Releases.................................126

               Section 11.18.  Post-Closing Items...................................129
</TABLE>


                                      viii

<PAGE>   12

         INDENTURE, dated as of March 30, 2001, among Jazz Casino Company,
L.L.C., a Louisiana limited liability company ("JCC" or the "Company"), as
issuer, JCC Holding Company, a Delaware corporation ("JCC Holding"), JCC Canal
Development, L.L.C., a Louisiana limited liability company ("Canal
Development"), JCC Fulton Development, L.L.C., a Louisiana limited liability
company ("Fulton Development"), and JCC Development Company, L.L.C., a Louisiana
limited liability company ("JCC Development"), as guarantors, and Wells Fargo
Bank Minnesota, National Association, as Trustee.

         Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the Company's Senior
Notes due 2008 (the "Senior Notes"):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

         "ACCELERATION NOTICE" shall have the meaning specified in Section 6.2.

         "ADDITIONAL MORTGAGE" shall have the meaning provided in Section
5.22(a).

         "ADDITIONAL MORTGAGED PROPERTY" shall have the meaning provided in
Section 5.22(a).

         "ADDITIONAL SECURITY DOCUMENTS" shall have the meaning provided in
Section 5.22(b).

         "ADJUSTED CERTIFICATE OF DEPOSIT RATE" shall mean, on any day, the sum
of (rounded to the nearest 1/100 of 1%) of (i) the rate obtained by dividing (A)
the most recent weekly average dealer offering rate for negotiable certificates
of deposit with a three-month maturity in the secondary market as published in
the most recent Federal Reserve System publication entitled "Select Interest
Rates," published weekly on Form H.15 as of the date hereof, or if such
publication or substitute containing the foregoing rate information shall not be
published by the Federal Reserve System for any week, the weekly average
offering rate determined on the basis of quotations for such certificates
received by it from three certificate of deposit



<PAGE>   13

dealers in New York of recognized standing or, if such quotations are
unavailable, then on the basis of other reasonable sources, by (B) a percent
equal to the 100% minus the stated maximum rate of all reserve three-month
certificates of deposit of a member bank of the Federal Reserve System in excess
of $100,000 (including, without limitation, any marginal, emergency
supplemental, special or other reserves), plus (ii) the then daily net annual
assessment rate established by the Trustee for determining the current annual
assessment payable by the Trustee to the Federal Reserve Insurance Corporation
for insuring three-month certificates of deposit.

         "AFFILIATE" means (i) any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person, (ii)
any spouse, immediate family member, or other relative who has the same
principal residence of any Person described in clause (i) above, and (iii) any
trust in which any Person described in clause (i) or (ii) above has a beneficial
interest. For purposes of this definition, the term "control" means (a) the
power to direct the management and policies of a Person, directly or through one
or more intermediaries, whether through the ownership of voting securities, by
contract, or otherwise, or (b) the beneficial ownership of 30% or more of the
voting Equity Interest of a Person (on a fully diluted basis). Notwithstanding
the foregoing, no holder of Equity Interests of JCC Holding received pursuant to
the Plan of Reorganization (other than HET and its Subsidiaries and Affiliates)
shall constitute an Affiliate of the Company or JCC Holding or any of their
Subsidiaries, in each case unless the respective holder acquires control of JCC
Holding or the Company as a result of its beneficial ownership of 30% or more
of the voting Equity Interests of JCC Holding or the Company, as the case may
be. Unless the context (or a specific reference) otherwise requires, all
references herein to an "Affiliate" or "Affiliates" shall be references to an
"Affiliate" or "Affiliates" of the Company or any Guarantor.

         "AGENT" means any Registrar, Paying Agent or co-Registrar.

         "ASSET SALE" means the conveyance, sale, transfer, assignment or other
disposition of, directly or indirectly, any property, business or assets of the
Company or any of its Subsidiaries (other than the Equity Interests or other
interests of an Unrestricted Subsidiary), including, without limitation, any
sale or other transfer or issuance of any Equity Interest of any Subsidiary of
the Company or any sale and leaseback transaction, whether by the Company or a
Subsidiary of the Company or the issuance, sale or transfer of Equity Interests
by a Subsidiary of the Company.

         "AUTHORIZED REPRESENTATIVE" means, (i) with respect to any Person that
is a corporation, or any Person that has two or more Officers, any Officer


                                        2

<PAGE>   14

thereof, and (ii) with respect to any Person that is a limited liability company
and that has fewer than two Officers, an Officer or the manager of such
liability company, and (iii) with respect to any Person that is a partnership
and that has fewer than two Officers, an Officer of a general partner of such
partnership.

         "BANKRUPTCY CODE" means Title 11, U.S. Code or any similar Federal,
state or foreign law for the relief of debtors.

         "BANKRUPTCY COURT" shall mean the United States Bankruptcy Court for
the Eastern District of Louisiana having jurisdiction over the bankruptcy case
of the Company.

         "BANKRUPTCY LAW" means the Bankruptcy Code or any similar Federal,
state or foreign law relating to bankruptcy, insolvency or the relief of
debtors.

         "BASE RATE" at any time shall mean the higher of (i) 1% in excess of
the Adjusted Certificate of Deposit Rate as then in effect and (ii) 1/2 of 1% in
excess of the Prime Lending Rate as then in effect.

         "BOARD OF DIRECTORS" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such Person.

         "BOARD RESOLUTION" means, with respect to any Person, a duly adopted
resolution of the Board of Directors (or, if such Person is a limited liability
company, of the manager) of such Person.

         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close; provided, that
for purposes of the definition of LIBOR, a Business Day shall be any day which
constitutes a Business Day as set forth above and which is also a day for
trading by and between banks in the London interbank market.

         "CANAL DEVELOPMENT" means JCC Canal Development, L.L.C. (f/k/a CP
Development, L.L.C.), a Louisiana limited liability company which, on the Issue
Date, is a direct Wholly-Owned Subsidiary of JCC Holding.

         "CANAL DEVELOPMENT MORTGAGE" shall have the meaning provided in Section
I(15) of Exhibit B.


                                        3
<PAGE>   15

         "CANAL DEVELOPMENT MORTGAGED PROPERTY" shall have the meaning provided
in Section I(15) of Exhibit B.

         "CAPITAL EXPENDITURES" means, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles, including all such expenditures with
respect to fixed or capital assets (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with
generally accepted accounting principles) and the amount of Capitalized Lease
Obligations incurred by such Person.

         "CAPITALIZED LEASE OBLIGATIONS" of any Person means all rental
obligations that are or will be required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligations shall be the capitalized amount of such
obligations, as determined in accordance with GAAP.

         "CASH" means such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.

         "CASH EQUIVALENT" means (i) securities issued or directly and fully
guaranteed, or secured by the United States of America or any agency or
instrumentality thereof (provided, that the full faith and credit of the United
States of America is pledged in support thereof) and in each case maturing
within one year after the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank having, or which is the principal
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital and surplus in excess of $250,000,000 and commercial paper issued
by others rated at least A-2 or the equivalent thereof by Standard & Poor's
Corporation or at least P-2 or the equivalent thereof by Moody's Investors
Service, Inc. and in each case maturing within one year after the date of
acquisition, (iii) repurchase obligations with a term of not more than 90 days
collateralized by securities issued or directly and fully guaranteed, or secured
by the United States of America or any agency or instrumentality thereof
(provided, that the full faith and credit of the United States of America is
pledged in support thereof) entered into with any bank or other person meeting
the qualifications specified in clause (ii) above, and (iv) investments in money
market funds substantially all of whose assets are comprised of securities of
the types described in clauses (i) through (iii).


                                        4

<PAGE>   16

         "CASINO" means the casino located at the site of the former Rivergate
Convention Center in New Orleans, Louisiana, together with all support
facilities and improvements appurtenant and related thereto (including, without
limitation, the Poydras Street Support Facility and the Poydras Tunnel Area and
shell construction of the Second Floor), but excluding tenant improvements and
non-gaming development of the Second Floor.

         "CASINO LEASE" shall mean the Amended and Restated Lease Agreement
among the RDC, as landlord, the Company, as tenant, and the City, as intervenor,
dated as of October 29, 1998, as amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.

         "CASINO OPERATING CONTRACT" means the Amended and Renegotiated Casino
Operating Contract among Harrah's Jazz Company, the Company and the State of
Louisiana by and through the Louisiana Gaming Control Board, 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 as
of March 30, 2001, as it may be amended or supplemented from time to time.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. 9601 et seq.

         "CHANGE OF CONTROL" shall mean (i) HET shall have ceased to manage,
directly or indirectly through a Wholly-Owned Subsidiary, the Casino, unless HET
has theretofore been terminated as Casino manager in accordance with any
Permitted Termination, (ii) JCC Holding shall at any time cease to own 100% of
the Equity Interests of the Company, (iii) the Board of Directors of JCC Holding
shall not consist of a majority of Continuing Directors or (iv) the acquisition
by any Person or "group" (within the meaning of Sections 13(d) and 14(d) under
the Exchange Act, as in effect on the Issue Date) (other than HET or its
Subsidiaries), of beneficial ownership of 50% or more of the voting or economic
interest in the Equity Interests of JCC Holding.

         "CITY" means the City of New Orleans, Louisiana.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.


                                        5

<PAGE>   17

Section references to the Code are to the Code, as in effect at the date of this
Indenture, and to any subsequent provision of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

         "COLLATERAL" shall mean all Property (whether real or personal) of the
Company and the Guarantors with respect to which any security interests have
been granted (or purported to be granted) pursuant to any Security Document,
including, without limitation, all Pledge Agreement Collateral, all Security
Agreement Collateral, all Mortgaged Properties and all Cash and Cash Equivalents
delivered as collateral pursuant to any Security Document.

         "COLLATERAL AGENT" shall mean The Bank of New York, or any successor
Collateral Agent, acting as collateral agent for the Secured Creditors pursuant
to the Security Documents and any sub-agents or sub-trustees appointed pursuant
to the Intercreditor Agreement and permitted under applicable Gaming
Regulations.

         "COMPANY" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means such
successor.

         "COMPANY MORTGAGE" shall have the meaning provided in Section I(15) of
Exhibit B.

         "COMPANY MORTGAGED PROPERTY" shall have the meaning provided in Section
I(15) of Exhibit B.

         "CONFIDENTIALITY AGREEMENT" shall have the meaning provided in Section
5.2(b).

         "CONFIRMATION ORDER" shall mean the order of the Bankruptcy Court
confirming the Plan of Reorganization pursuant to Sections 1128 and 1129 of the
Bankruptcy Code entered on March 19, 2001.

         "CONSOLIDATED CASH INTEREST EXPENSE" shall mean, for any period, the
total consolidated interest expense of Company and its Consolidated Subsidiaries
for such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of the Company and its Consolidated Subsidiaries representing the
interest factor for such period, but excluding, however, (without duplication)
(i) all amortization of deferred financing costs and amortization of any premium
or


                                        6

<PAGE>   18

discount and other non-cash items that are part of such consolidated interest
expense and (ii) any interest payment made through the issuance of additional
notes or securities (including Securities), in lieu of Cash, in each case in
accordance with the terms of the respective documentation relating thereto. For
periods prior to the Issue Date, Consolidated Interest Expense shall include all
interest expense required to be paid in cash in accordance with the
documentation relating thereto, regardless of any write-downs, write-offs or
other treatment thereof pursuant to the Plan of Reorganization.

         "CONSOLIDATED EBIT" shall mean, for any period, the Consolidated Net
Income for such period plus (without duplication) (i) the amount of consolidated
interest expense (to the extent same was deducted in determining Consolidated
Net Income for such period), and (ii) provision for taxes based on income (to
the extent deducted in determining Consolidated Net Income for such period, but
excluding gaming and similar taxes) and without giving effect to any
extraordinary gains or losses or gains or losses from sales of assets.

         "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by (i) adding thereto the amount of all amortization of intangibles and
depreciation expenses that were deducted in arriving at Consolidated EBIT for
such period, and (ii) subtracting therefrom the amount of payments made to, or
on behalf of, JCC Holding as contemplated by Section 5.5(e) for such period to
the extent such amounts have not already been deducting in arriving at
Consolidated EBITDA for such period.

         "CONSOLIDATED INTEREST COVERAGE RATIO" for any period shall mean the
ratio of Consolidated EBITDA to Consolidated Cash Interest Expense for such
period.

         "CONSOLIDATED NET INCOME" shall mean, for any period, the net income of
the Company and its Consolidated Subsidiaries for such period determined in
accordance with GAAP; provided, that (without duplication of exclusions) (i) the
net income (to the extent positive) of any Person that is not a Subsidiary of
the Company or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
Cash to the Company or a Wholly-Owned Subsidiary thereof, (ii) to the extent
Consolidated Net Income reflects amounts attributable to minority interests in
Subsidiaries that are not Wholly-Owned Subsidiaries of the Company, Consolidated
Net Income shall be reduced by the amounts attributable to such minority
interests, (iii) the net income of any Subsidiary (other than the Company) shall
be excluded to the extent


                                        7
<PAGE>   19

that the declaration or payment of dividends and distributions by that
Subsidiary of net income is not at the date of determination permitted without
any prior governmental approval (that has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or its stockholders and (iv) the net income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded.

         "CONSOLIDATED SUBSIDIARIES" means, for any Person, all Subsidiaries of
such Person (whether now existing or hereafter created or acquired) the
financial statements of which are or are required to be consolidated for
financial statement reporting purposes with the financial statements of such
Person in accordance with GAAP.

         "CONTINGENT OBLIGATION" shall mean, as to any Person, any obligation,
contingent or otherwise, of such Person directly or indirectly guaranteeing
(including, without limitation, as a result of such Person being a general
partner of the other Person, unless the underlying obligation is expressly made
non-recourse as to such general partner) any Indebtedness or other obligation of
any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep well, to purchase assets, goods, securities
or services, to take-or-pay or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in any other manner
the obligee of such Indebtedness or other obligation of the payment thereof or
to protect the obligee against loss in respect thereof (in whole or in part),
provided, that the term Contingent Obligation shall not include endorsements for
collection or deposit in the ordinary course of business.

         "CONTINUING DIRECTORS" means the directors of JCC Holding on the Issue
Date and each other director nominated (i) in accordance with the terms of
Sections 3.2(b) (i) through (v) of the Second Amended and Restated Certificate
of Incorporation of JCC Holding, as in effect on the date hereof, (ii) by a
majority of the then Continuing Directors or (iii) by HET at such times as HET
and its Subsidiaries beneficially own 90% or more of the Equity Interests in JCC
Holding.

         "CREDIT PARTY" shall mean JCC Holding, the Company and each Subsidiary
Guarantor.


                                        8

<PAGE>   20

         "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "DEBT AGREEMENTS" shall have the meaning provided in Section I(6) of
Exhibit B.

         "DEFAULT" means any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.

         "DEFAULTED INTEREST" shall have the meaning specified in Section 2.13.

         "DISCLOSURE STATEMENT" means the Debtors' Joint Disclosure Statement as
of February 8, 2001 pursuant to Section 1125 of the Bankruptcy Code relating to
the Plan of Reorganization, as approved by the Bankruptcy Court.

         "DISQUALIFIED EQUITY INTEREST" means (i) except as provided in (ii),
with respect to any Person, any Equity Interests of such Person that, by its
terms or by the terms of any security into which it is convertible, exercisable
or exchangeable, (A) is, or upon the happening of an event or the passage of
time could be, required to be redeemed (other than as may be required by Gaming
Regulations) or repurchased (including at the option of the holder thereof) by
such Person or any of its Subsidiaries, in whole or in part at any time on or
prior to the first anniversary of the Stated Maturity of the Securities, or (B)
would require any Distribution thereon or with respect thereto or with respect
thereto in contravention of the requirements of this Indenture and (ii) with
respect to any Subsidiary of such Person (including any Subsidiary of the
Company), any Equity Interest other than any Equity Interest with no preference,
privileges, or redemption or repayment provisions.

         "DISTRIBUTION" with respect to any Person shall mean that such Person
has declared or paid a dividend or returned any equity capital to any holder or
holders of its Equity Interests or authorized or made any other distribution,
payment or delivery of property (other than common stock of such Person) or Cash
to any holder or holders of its Equity Interests as such, or redeemed, retired,
purchased or otherwise acquired, directly or indirectly, for a consideration of
any shares of any class of its capital stock or any partnership interests or any
other Equity Interests outstanding on or after the Issue Date (or any options or
warrants issued by such Person with respect to its capital stock or any
partnership interests or any other Equity Interests), or set aside any funds for
any of the foregoing purposes, or shall have permitted any of its Subsidiaries
to purchase or otherwise acquire for a

                                        9

<PAGE>   21
consideration any shares of any class of the capital stock or any partnership
interests or any other Equity Interests of such Person outstanding on or after
the Issue Date (or any options or warrants issued by such Person with respect to
its capital stock or any other Equity Interests). Without limiting the
foregoing, "Distributions" with respect to any Person shall also include all
payments made or required to be made by such Person with respect to any stock
appreciation rights, plans, equity incentive or achievement plans or any similar
plans or setting aside of any funds for the foregoing purposes.

         "DOCUMENTS" shall mean the Revolving Credit Agreement Documents, the
Leases, the Casino Operating Contract, the Management Agreement, the Senior Note
Documents, New Common Stock Documents and the Minimum Payment Guaranty
Documents.

         "DOLLARS" and the sign "$" shall each mean freely transferable lawful
money of the United States.

         "ELIGIBLE INSTITUTION" means (i) any commercial bank, financial
institution, insurance company or other institutional investor which, in the
ordinary course of its business, purchases bank loans and/or debt securities,
other than any such entity which operates itself, or through a third-party
manager, one or more Casinos and which the Company or Harrah's Management
Company (or successor Casino manager) determines in its good faith judgment is a
competitor of the Casino and (ii) any Holder of Securities on the Issue Date and
any Affiliate of such Holder which subsequently becomes a Holder.

         "ENVIRONMENTAL CLAIMS" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, directives, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law (hereafter, "Claims"), including, without
limitation, (i) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (ii) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief in connection with alleged injury or threat of
injury to health, safety or the environment due to the presence of hazardous
materials.

         "ENVIRONMENTAL LAW" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, guideline, written policy
and rule


                                       10

<PAGE>   22

of common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, to the extent binding on the
Company or any of its subsidiaries, relating to the environment, employee health
and safety or Hazardous Materials, including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as the same may be amended from time to time, 42 U.S.C. Section 9601 ET SEQ.;
the Resource Conservation and Recovery Act, as the same may be amended from time
to time, 42 U.S.C. Section 6901 ET SEQ.; the Federal Water Pollution Control
Act, 33 U.S.C. Section 1251 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C.
Section 2601 ET SEQ.; the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the
Safe Drinking Water Act, 42 U.S.C. Section 3803 ET SEQ.; the Oil Pollution Act
of 1990, 33 U.S.C. Section 2701 ET SEQ.; the Emergency Planning and the
Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 ET SEQ.; the
Hazardous Material Transportation Act, 49 U.S.C. Section 1801 ET SEQ.; and the
Occupational Safety and Health Act, 29 U.S.C. Section 651 ET SEQ. (to the extent
it regulates occupational exposure to Hazardous Materials); and any state and
local or foreign counterparts or equivalents, in each case as amended from time
to time.

         "EQUITY INTERESTS" of any Person shall mean all equity interests
therein, including without limitation any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any common
stock, preferred stock, any limited or general partnership interest and any
limited liability company membership interest.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the date
of this Indenture and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

         "ERISA AFFILIATE" shall mean each person (as defined in Section 3(9) of
ERISA) which together with the Company or any Subsidiary of the Company would be
deemed to be a "single employer" within the meaning of Section 414(b), (c), (m)
or (o) of the Code.

         "EVENT DATE" shall have the meaning specified in Section 8.1.

         "EVENT OF DEFAULT" shall have the meaning specified in Section 6.1.


                                       11
<PAGE>   23

         "EVENT OFFER" shall have the meaning specified in Section 8.1.

         "EVENT OFFER PERIOD" shall have the meaning specified in Section 8.1.

         "EVENT OFFER PRICE" shall have the meaning specified in Section 8.1.

         "EVENT PAYMENT" shall have the meaning specified in Section 8.1.

         "EVENT PAYMENT DATE" shall have the meaning specified in Section 8.1.

         "EVENT PUT DATE" shall have the meaning specified in Section 8.1.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "FINANCIAL FORECAST" shall mean the Financial Forecast provided to the
Trustee on the Issue Date.

         "FIXED INTEREST" means interest, payable on the Interest Payment Dates
in accordance with this Indenture, at a rate per annum during each Interest
Period equal to LIBOR for such Interest Period plus 275 basis points (i.e.,
2.75%).

         "FULTON DEVELOPMENT" means JCC Fulton Development, L.L.C. (f/k/a FP
Development, L.L.C.), a Louisiana limited liability company which, on the Issue
Date, is a direct Wholly-Owned Subsidiary of JCC Holding.

         "FULTON DEVELOPMENT MORTGAGE" shall have the meaning provided in
Section I(15) of Exhibit B.

         "FULTON DEVELOPMENT MORTGAGED PROPERTY" shall have the meaning provided
in Section I(15) of Exhibit B.

         "GAAP" means United States generally accepted accounting principles as
in effect on the date of this Indenture.

         "GAMING AUTHORITY" means any Governmental Authority with the power to
regulate gaming in any Gaming Jurisdiction, and the corresponding Governmental
Authorities with responsibility to interpret and enforce the laws and
regulations applicable to gaming in any Gaming Jurisdiction.


                                       12

<PAGE>   24

         "GAMING JURISDICTION" shall mean any jurisdiction in which the Company
is licensed to conduct gaming activities.

         "GAMING LICENSE" means every material license, material franchise or
other material authorization on the Issue Date or thereafter required to own,
lease, operate or otherwise conduct or manage a casino facility in any state,
local or other jurisdiction including, without limitation, any applicable
material liquor licenses, including, with respect to the Company (and without
limitation) the Casino Operating Contract.

         "GAMING PATRON INDEBTEDNESS" shall have the meaning provided such term
in the Pledge Agreement.

         "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 Gaming
Authorities, including the LGCB.

         "GOVERNMENTAL AUTHORITY" means any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States or foreign government, any state, province or any city or
other political subdivision and whether now or hereafter in existence, or any
officer or official thereof, and any maritime authority.

         "GROUND LEASE" means the Amended and Restated Lease Agreement for the
site of the Casino between the RDC and the City, dated as of March 15, 1994, as
amended on October 29, 1998, by that certain First Amendment to Amended and
Restated Lease Agreement, dated October 29, 1998.

         "GUARANTORS" means collectively the Parent Guarantor and each of the
Subsidiary Guarantors.

         "GUARANTY" shall have the meaning provided in Section 10.1(a).

         "HARRAH'S INVESTOR" means Harrah's Crescent City Investment Company, a
Nevada corporation, and its successors.

                                       13

<PAGE>   25

         "HARRAH'S MANAGEMENT COMPANY" means Harrah's New Orleans Management
Company, a Nevada corporation, and its successors.

         "HAZARDOUS MATERIALS" means (i) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(ii) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar import, under any applicable Environmental Law; and (iii) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority under Environmental Laws.

         "HET" means Harrah's Entertainment, Inc., a Delaware corporation, and
its successors.

         "HET/JCC AGREEMENT" means the Amended and Restated HET/JCC Agreement,
dated as of March 30, 2001, among HET, HOC and the Company (and any substitute
or successor agreement), and any other documents entered into in connection with
(and to the extent relating directly to) such agreement, as amended, modified,
renewed, extended or replaced from time to time, pursuant to which HET and HOC
shall provide the Minimum Payment Guaranty for certain periods and subject to
certain terms and conditions set forth therein.

         "HOC" means Harrah's Operating Company, Inc., a Delaware corporation,
and its successors.

         "HOLDER" or "SECURITYHOLDER" means the Person in whose name a Security
is registered on the Registrar's books.

         "HOLDER ACTION" shall have the meaning provided in Section 2.10.

         "HOLDING COMPANY COSTS" shall have the meaning provided in Section
5.5(e).

         "INDEBTEDNESS" of any Person means, without duplication, (i) all
liabilities and obligations, contingent or otherwise, of such Person, (A) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the

                                       14

<PAGE>   26

assets of such Person or only to a portion thereof), (B) evidenced by bonds,
notes, debentures or similar instruments, (C) representing the balance deferred
and unpaid of the purchase price of any property or services (including, without
limitation accrued Management Fees and other amounts owing pursuant to the
Management Agreement), except such as would constitute trade payables to trade
creditors in the ordinary course of business, (D) evidenced by bankers'
acceptances or similar instruments issued or accepted by banks, (E) for the
payment of money relating to a Capitalized Lease Obligation, or (F) evidenced by
a letter of credit or a reimbursement obligation of such Person with respect
to any letter of credit; (ii) all obligations of such Person under Interest Rate
Protection Agreements and foreign currency hedges; (iii) all liabilities of
others of the kind described in the preceding clause (i) or (ii) that such
Person has guaranteed or that is otherwise its legal liability; (iv) all
Contingent Obligations of such Person; (v) all obligations to purchase, redeem
or acquire any Equity Interest; and (vi) all obligations secured by a Lien to
which the property or assets (including, without limitation, leasehold interests
and any other tangible or intangible property rights) of such Person are
subject, whether or not the obligations secured thereby shall have been assumed
by or shall otherwise be such Person's legal liability, provided, that the
amount of such obligations shall be limited to the lesser of the fair market
value of the assets or property to which such Lien attaches and the amount of
the obligation so secured. In addition, "Indebtedness" of any Person shall
include Indebtedness described in the foregoing clauses (i) (A), (B) and (C)
that would not appear as a liability on the balance sheet of such Person if (l)
such Indebtedness is the obligation of a partnership or joint venture that is
not a Subsidiary of such Person (a "Joint Venture"), (2) such Person or a
Subsidiary of such Person is a general partner of the Joint Venture (a "General
Partner"), and (3) there is recourse, by contract or operation of law, with
respect to payment of such obligation to property or assets of such Person or a
Subsidiary of such Person; then such Indebtedness shall be included in an amount
not to exceed (x) the greater of (A) the net assets of the General Partner, and
(B) the amount of such obligations to the extent that there is recourse, by
contract or operation of law, to the property or assets of such Person or a
Subsidiary of such Person (other than the General Partner) or (y) if less than
the amounts determined pursuant to clause (x) above, the actual amount of such
Indebtedness that is recourse to such Person, if the Indebtedness is evidenced
by a writing and is for a determinable amount.

         "INDENTURE" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

                                       15

<PAGE>   27

         "INDENTURE OBLIGATIONS" means the Obligations of the Company and the
Guarantors pursuant to this Indenture and the Securities (and any other obligor
hereunder or under the Securities) now or hereafter existing, to pay principal
of and interest on the Securities when due and payable, whether on the Maturity
Date or an Interest Payment Date, by acceleration, redemption (including,
without limitation, pursuant to a Required Regulatory Redemption) or otherwise,
and interest on the overdue principal of, and (to the extent lawful) interest,
if any, on, the Securities and all other amounts due or to become due in
connection with this Indenture, the Securities and the Security Documents,
including any and all extensions, renewals or other modifications thereof, in
whole or in part, and the performance of all other obligations of the Company
(and any other obligor hereunder or under the Securities) and the Guarantors
hereunder or under the Securities, including all costs and expenses incurred
by the Trustee or the Holders in the collection or enforcement of any such
obligations or realization upon the Collateral or the security of any Security
Documents.

         "INITIAL DEFICIT AMOUNT" means an amount equal to (i) the Semi-Annual
Free Cash Flow for the period from the Issue Date to and including March 31,
2002 (determined as if such period were a Semi-Annual Free Cash Flow Payment
Period, even though such period exceeds six months' duration) minus (ii)
$8,000,000; provided, if the Initial Deficit Amount as calculated above would
exceed $0, then the Initial Deficit Amount shall instead by $0.

         "INSURANCE AND CONDEMNATION PROCEEDS" means the Company's and the
Guarantors' interest in and to all proceeds which now or hereafter may be paid
as a result of any condemnation proceeding or under any insurance policies now
or hereafter obtained by or on behalf of the Company or any of the Guarantors in
connection with the conversion of the Property subject to the Security Documents
into Cash, Cash Equivalents or liquidated claims, together with the interest
payable thereon and the right to collect and receive the same, including, but
without limiting the generality of the foregoing, proceeds of casualty
insurance, title insurance, business interruption insurance and any other
insurance now or hereafter maintained with respect to such Property.

         "INTELLECTUAL PROPERTY SECURITY DOCUMENTS" means the Assignment of
Security Interests in United States Trademarks and Patents and the Assignment of
Security Interest in United States Copyrights, each substantially in the form
annexed to the Security Agreement and executed in favor of the Collateral Agent.

                                       16

<PAGE>   28

         "INTERCREDITOR AGREEMENT" shall have the meaning provided in Section
I(16) of Exhibit B.

         "INTEREST PAYMENT DATE" means the stated due date, specified in the
Security, of an installment of interest on the Securities.

         "INTEREST PERIOD" shall mean successive periods (of approximately three
months each) ending on each Interest Payment Date, with the first Interest
Period to begin on the Issue Date and to end on the first Interest Payment Date,
and with each successive Interest Period to begin on an Interest Payment Date
and to end on the next Interest Payment Date.

         "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap
agreement, interest rate cap agreement, interest collar agreement, interest rate
hedging agreement, interest rate floor agreement or other similar agreement or
arrangement, in each case which are non-speculative in nature and are designed
to protect any Person against fluctuations in interest rates.

         "INVESTMENT" by any Person in any other Person means (without
duplication): (i) the acquisition by such Person (whether for Cash, property,
services, securities or otherwise) of capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities, including any
options or warrants, of such other Person or any agreement to make any such
acquisition; (ii) the making or lending by such Person of any deposit with, or
advance, loan or other extension of credit to or on behalf of, such other Person
(including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such other Person) or any commitment to make any such advance, loan or extension
(but excluding accounts receivable arising in the ordinary course of business);
(iii) other than (A) any guarantees of the Securities, (B) any guarantees of the
Revolving Credit Agreement by the Guarantors, and (C) any guarantees of Interest
Rate Protection Agreements by the Guarantors, the entering into by such Person
of any guarantee of, or other credit support or contingent obligation with
respect to, Indebtedness or other liability of such other Person; (iv) the
making of any capital contribution by such Person to such other Person; (v) the
making of any capital contribution to any other Person; or (vi) the purchase or
sale of currency or other commodities at a future date in the nature of futures
contracts.

                                       17

<PAGE>   29


         "ISSUE DATE" means the date of first issuance of the Securities under
this Indenture, which is expected to be the first Business Day upon which the
Plan of Reorganization becomes effective.

         "ISSUING BANK" shall have the meaning provided in the Revolving Credit
Agreement.

         "JCC DEVELOPMENT" means JCC Development Company, L.L.C., a Louisiana
limited liability company which is a direct Wholly-Owned Subsidiary of JCC
Holding.

         "JCC DEVELOPMENT MORTGAGE" shall have the meaning provided in Section
I(15) of Exhibit B.

         "JCC DEVELOPMENT MORTGAGED PROPERTY" shall have the meaning provided in
Section I(15) of Exhibit B.

         "JCC HOLDING" shall have the meaning provided in the first paragraph.
"LEASEHOLDS" of any Person means all the right, title and interest of such
Person as lessee or licensee in, to and under any lease.

         "LEASES" shall mean the Ground Lease and the Casino Lease.

         "LEGAL HOLIDAY" shall have the meaning provided in Section 11.7.

         "LGCB" means, collectively, the Louisiana Gaming Control Board, and its
successors and assigns.

         "LIBOR" means, for each Interest Period (i) a rate per annum equal to
the offered rate for Eurodollar deposits for a three-month period as it appears
on Telerate Service page 3740 or page 3750, as applicable, as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
divided (and rounded off to the nearest 1/16 of 1%) by (ii) a percentage equal
to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves required by applicable law) applicable to any member bank of
the Federal Reserve System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D). "Telerate Service page 3740 or page 3750," as applicable, means
the display designated as "Page 3740" or "Page 3750" on

                                       18

<PAGE>   30

the Telerate Service (or such other pages as may replace page 3740 or page 3750
of that service or such other service as may be nominated by the British
Bankers' Association as the vendor for the purpose of displaying British
Bankers' Association interest settlement rates for United States dollar
deposits). Notwithstanding anything to the contrary contained above, if the
Trustee determines that the rate described in clause (i) of the first sentence
of this definition is not ascertainable pursuant to the provisions of said
clause (i), the rate to be utilized for purposes of said clause (i) shall
instead be (A) the interest rate per annum determined by the Trustee to be the
rate per annum at which deposits in United States dollars are offered for the
relevant Interest Period to major banks in the London interbank market in
London, England by the Trustee at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period or (B) if the
Trustee determines that it cannot ascertain the rate as described in preceding
clause (A), the rate to be utilized for purposes of clause (i) of the first
sentence of this definition shall be determined by the Trustee on such basis as
it determines is fair and reasonable.

         "LIEN" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

         "MANAGEMENT AGREEMENT" means the Third Amended and Restated Management
Agreement between the Company and Harrah's Management Company relating to the
management of the Casino dated as of March 30, 2001, as it may be amended or
supplemented from time to time.

         "MANAGEMENT FEES" means the "MANAGEMENT FEE" and the "SERVICE FEE" as
defined by the Management Agreement, together with any amounts reimbursable to
Harrah's Management Company under the terms of the Management Agreement, but
excluding the Termination Fee.

         "MANAGER SUBORDINATION AGREEMENT" shall have the meaning provided in
Section I(18) of Exhibit B.

         "MARGIN STOCK" shall have the meaning provided in Regulation U.

         "MATURITY DATE" means, when used with respect to any Security, the date
on which the principal of such Security becomes due and payable as therein or

                                       19

<PAGE>   31

herein provided, whether at Stated Maturity, an Event Payment Date or by
declaration of acceleration, call for redemption or otherwise.

         "MINIMUM PAYMENT GUARANTOR" shall mean HET and HOC as joint and several
obligors, or any successor or substitute guarantor providing a Minimum Payment
Guaranty in accordance with the requirements of the Casino Operating Contract.

         "MINIMUM PAYMENT GUARANTY" means the Minimum Payment Guaranty (as
defined in the Casino Operating Contract) that the Casino Operating Contract
obligates the Company to cause to be provided to the State of Louisiana by and
through the Regulating Authority, as the same may be amended, supplemented or
modified from time to time, including any replacement or renewal thereof.

         "MINIMUM PAYMENT GUARANTY DOCUMENTS" means each Minimum Payment
Guaranty and all agreements or documents (including, without limitation, the
HET/JCC Agreement) executed and delivered in connection therewith or any
successor documents entered into with a successor Minimum Payment Guarantor
other than HET and HOC.

         "MINIMUM PAYMENT GUARANTY FEES" shall mean the fees paid by the Company
pursuant to Section 2 of the HET/JCC Agreement or pursuant to the terms of any
successor Minimum Payment Guaranty Documents.

         "MINIMUM PAYMENT GUARANTY LIEN" shall mean the Lien, in each case
created under the Security Documents, securing the Company's obligations
pursuant to the HET/JCC Agreement or pursuant to any successor Minimum Payment
Guaranty Documents.

         "MINIMUM PAYMENT GUARANTY OBLIGATIONS" shall have the meaning specified
in the Intercreditor Agreement.

         "MISDESCRIPTIONS" shall have the meaning provided in Section 11.18.

         "MORTGAGE" shall have the meaning provided in Section I(15) of Exhibit
B.

         "MORTGAGED PROPERTY" shall mean and be a collective reference to the
Company Mortgaged Properties, the JCC Development Mortgaged Properties, the
Canal Development Mortgaged Properties and the Fulton Development Mortgaged
Properties, as well as any Additional Mortgaged Properties.

                                       20

<PAGE>   32

         "NASDAQ" means the National Association of Securities Dealers Automated
Quotations System.

         "NET CASH PROCEEDS" means the aggregate amount of Cash or Cash
Equivalents received by the Company in the case of an Asset Sale, less, the sum
of (i) all fees, commissions and other expenses incurred in connection with such
Asset Sale, (ii) the amount (estimated reasonably and in good faith by the
Company) of income, franchise, sales and other applicable taxes required to be
paid by the Company or any of its Subsidiaries in connection with such Asset
Sale and (iii) the aggregate amount of Cash or Cash Equivalents so received
which is used to retire (in whole or in part) any existing Indebtedness (other
than Indenture Obligations) of the Company or its Subsidiaries (owed to a Person
other than an Affiliate) which was secured by the assets that were the subject
of such Asset Sale (and, if such assets constitute Collateral, which
Indebtedness (other than Indenture Obligations) had a higher lien priority than
Indenture Obligations) and which was required to be repaid (which repayment, in
the case of a revolving credit arrangement or multiple advance arrangement,
reduces the commitment thereunder) in connection with such Asset Sale.

         "NET CASH PROCEEDS ACCOUNT" means the separate custodial account
established and maintained by the Company in the name of the Collateral Agent
for the benefit of the Secured Creditors pursuant to the terms of the Security
Agreement into which the Net Cash Proceeds from Asset Sales and Insurance and
Condemnation Proceeds are to be deposited.

         "NEW COMMON STOCK" shall mean the common stock of JCC Holding, $.01 par
value per share.

         "NEW COMMON STOCK DOCUMENTS" shall mean the agreements, instruments and
other documents executed and delivered in connection with the issuance of the
New Common Stock.

         "NON-PERMITTED ENCUMBRANCE" shall have the meaning provided in Section
11.18(b).

         "NOTICE OFFICE" shall mean the office of the Trustee located at Wells
Fargo Bank Minnesota, National Association, 6(th) and Marquette, MAC-N9303-120,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Department, or such
other person as the Trustee may hereafter designate in writing as such to the
other parties hereto.

                                       21

<PAGE>   33

         "OBLIGATIONS" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and
bankers' acceptances), damages and other liabilities payable under the
documentation governing, or otherwise relating to, any Indebtedness. Without
limiting the foregoing, the "Obligations" in respect of the Securities shall
include all interest accruing after the filing of any petition or proceeding
with respect to the Company or any Guarantor at the rate specified in the
Security, in each case regardless of whether such interest is an allowed claim
in the relevant proceeding.

         "OFFICER" means, with respect to any Person, the Chairman of the Board,
the President, any Vice President, the Chief Financial Officer, the Treasurer,
the Controller, or the Secretary or Assistant Secretary of such Person.

         "OFFICER'S CERTIFICATE" means, with respect to the Company or any
Guarantor, a certificate signed by any Authorized Representative of such entity
and otherwise complying with the requirements of Sections 11.4(a) and 11.5.

         "OPINION OF COUNSEL" means a written opinion from legal counsel to the
Company (or any Guarantor, if applicable) reasonably acceptable to the Trustee
and which complies with the requirements of Sections 4.2(b), 4.2(c), 11.4(b) and
11.5, as the case may be. Unless otherwise required by this Indenture, the
counsel may be in-house counsel to the Company (or such Guarantor, if
applicable).

         "PARENT GUARANTOR" means JCC Holding.

         "PARENT GUARANTY" shall have the meaning specified in Section 10.2(a).
"PAYING AGENT" shall have the meaning specified in Section 2.4.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

         "PERMITS" shall mean any and all actions, approvals, certificates,
consents, waivers, exemptions, variances, franchises, orders, permits,
authorizations, rights or licenses of or from any governmental authority or
agency (including any Gaming Authority), including, without limitation, the
Casino Operating Contract.

                                       22

<PAGE>   34

         "PERMITTED AMENDMENT" shall mean any waiver, amendment or modification
of any provision of the Minimum Payment Guaranty Documents or such Minimum
Payment Guaranty Documents delivered by a substitute or successor Minimum
Payment Guarantor, which (i) are not adverse in any respect to the interests of
the Company or the Holders (including without limitation, so long as the nature
and amount of obligations guaranteed thereunder are not adversely changed or
increased and so long as the financial terms thereof are not made worse from the
perspective of the Company) and (ii) do not cause a Default or Event of Default
pursuant to Section 6.1(q).

         "PERMITTED ENCUMBRANCE" shall mean, with respect to any Mortgaged
Property, the Permitted Encumbrances with respect thereto, as defined in the
respective Mortgages. "PERMITTED INDEBTEDNESS" shall have the meaning specified
in Section 5.12.

         "PERMITTED LIENS" shall have the meaning specified in Section 5.13.

         "PERMITTED TAX PAYMENT" means (for any taxable year of the Company in
which it joins in filing a consolidated federal income tax return with JCC
Holding) a payment (including any estimated tax payment based on any estimated
tax liability for such year) by the Company to JCC Holding in an amount not in
excess of the lesser of (i) the separate return federal income tax liability (if
any) of the affiliated group (within the meaning of Section 1504 of the Code) of
which the Company would be the parent (the "JCC Group") if it were not a member
of another affiliated group for that or any other taxable year, and (ii) the
product of (A) the actual tax liability (if any) of the affiliated group of
which the Company is actually a member (the "Guarantor Group") for such year and
(B) a fraction, (1) the numerator of which is an amount equal to the federal
taxable income of the Company and its Subsidiaries, computed on a hypothetical
consolidated federal income tax basis as if the Company and each of its
Subsidiaries filed a separate consolidated federal income tax return, with the
Company as common parent of such affiliated group and where the Subsidiaries
were not members of another affiliated group for that or any other taxable year
and (2) the denominator of which is the sum of the amount calculated in (1)
above, plus the positive separate federal taxable income of each member of the
Guarantor Group other than the Company and its Subsidiaries; provided, that such
payment can be made by the Company no earlier than two Business Days prior to
the date on which the Guarantor Group is required to make

                                       23

<PAGE>   35

federal income tax payments for such year to the Internal Revenue Service. In
the event that JCC Holding and any member of the JCC Group join in filing any
combined or consolidated (or similar) state or local income or franchise tax
returns, then Permitted Tax Payment shall include payments with respect to such
state or local income or franchise taxes determined in a manner as similar as
possible to that provided in the preceding sentence for federal income taxes.

         "PERMITTED TERMINATION" shall mean a termination of HET or its
Affiliate as manager of the Casino pursuant to (i) Section 17.03 of the
Management Agreement, (ii) Section 17.02(d) of the Management Agreement or (iii)
Section 17.02(a) of the Management Agreement as of result of an Event of Default
(as defined therein) by the Manager (as defined therein).

         "PERSON" means any individual, limited liability company, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof.

         "PIK OPTION" shall have the meaning provided in Section 2.2(e).

         "PIK PERIOD" shall have the meaning provided in Section 2.2(e).

         "PLAN" shall mean any multiemployer or single-employer plan, as defined
in Section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute of), the Company or a Subsidiary of the
Company or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Company, a Subsidiary of the
Company or an ERISA Affiliate maintained, contributed or had an obligation to
contribute to such plan.

         "PLAN OF REORGANIZATION" means the Joint Plan of Reorganization under
Chapter 11 of the Bankruptcy Code, dated February 8, 2001, filed with the United
States Bankruptcy Court for the Eastern District of Louisiana by JCC Holding
Company, Jazz Casino Company, L.L.C., JCC Canal Development, L.L.C., JCC Fulton
Development, L.L.C. and JCC Development Company, L.L.C. (including all exhibits
and schedules annexed thereto).

         "PLEDGE AGREEMENT" shall have the meaning provided in Section I(13) of
Exhibit B.

         "PLEDGE AGREEMENT COLLATERAL" shall mean all Collateral under, and as
defined in, the Pledge Agreement.

                                       24

<PAGE>   36

         "PLEDGED SECURITIES" shall mean "COLLATERAL" as defined in the Pledge
Agreement.

         "POYDRAS STREET SUPPORT FACILITY" shall mean the support facilities and
improvements appurtenant to the Casino constructed on the Poydras Street Support
Facility Premises.

         "POYDRAS STREET SUPPORT FACILITY PREMISES" shall have the meaning
provided in the Casino Lease.

         "POYDRAS TUNNEL AREA" shall have the meaning provided in the Casino
Lease.

         "PRIME LENDING RATE" shall mean the rate which Bank of America, N.A.
announces from time to time as its prime lending rate, the Prime Lending Rate to
change when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer of Bank of America, N.A.

         "PROJECT" shall mean the lease, renovation, construction, equipping and
operation of the Casino, and all related facilities at the Company Mortgaged
Property, including, without limitation, the Poydras Street Support Facility
Premises, the Servitude Areas, the Poydras Tunnel Area, the Tunnel, and as
defined in the Casino Lease, the Pedestrian Bridge Areas, the Encroachment Areas
and the Lafayette Subsurface Area, but excluding the Second Floor (other than
the shell construction thereof).

         "PROJECT DEFAULT" shall have the meaning provided in Section 6.1(n).

         "PROPERTY" means any right or interest in or to property or assets of
any kind whatsoever, whether real, personal or mixed and whether tangible,
intangible, contingent, indirect or direct.

         "PURCHASE PRICE" means any Event Offer Price.

         "QUALIFIED EQUITY INTEREST" means, as to any Person, any Equity
Interest of such Person that is not a Disqualified Equity Interest.

         "QUALIFIED SUBORDINATED INDEBTEDNESS" means Subordinated Indebtedness
of JCC Holding which is subordinated in right of payment in all respects to the
Securities (and JCC Holding's Guaranty thereof) and has no scheduled

                                       25

<PAGE>   37

installment of principal due by redemption, sinking fund or otherwise, on or
prior to the first anniversary of the Stated Maturity of the Securities and has
a stated maturity on or after the first anniversary of the Stated Maturity of
the Securities.

         "RDC" means Rivergate Development Corporation, a Louisiana public
benefit corporation.

         "REAL PROPERTY" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

         "RECORD DATE" means a Record Date specified in the Securities whether
or not such Record Date is a Business Day.

         "REDEMPTION DATE," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article III of
this Indenture and Paragraph 5 in the applicable form of Security.

         "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the principal amount thereof, plus accrued and unpaid interest
to the Redemption Date.

         "REGISTRAR" shall have the meaning specified in Section 2.4.

         "REGISTRATION RIGHTS AGREEMENTS" shall have the meaning provided in
Section I(19) of Exhibit B.

         "REGULATING AUTHORITY" means the Louisiana Gaming Control Board (or any
successor thereto).

         "REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

         "REGULATION T" shall mean Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

         "REGULATION U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

                                       26

<PAGE>   38


         "REGULATION X" shall mean Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

         "REGULATORY REDEMPTION EVENT" shall have the meaning specified in
Section 3.7.

         "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing or
migration into the environment.

         "REPORTABLE EVENT" shall mean an event described in Section 4043(b) of
ERISA with respect to a Plan as to which the 30-day notice requirement has not
been waived by the PBGC.

         "REQUIRED HOLDERS" at any time shall mean the Holders of a majority of
the outstanding principal amount of Securities, in each case determined in
accordance with the provisions of Section 2.10 of this Indenture.

         "REQUIRED REGULATORY REDEMPTION" means a redemption by the Company, any
Guarantor or any Subsidiary of the Company or any Guarantor of any of such
Person's securities pursuant to, and in accordance with, any order of any
Governmental Authority with appropriate jurisdiction and authority relating to a
Gaming License held by the Company or an Affiliate of the Company (including HET
and any Affiliate of HET) or a Wholly-Owned Subsidiary of the Company, or to the
extent necessary in the reasonable, good faith judgment of the Board of
Directors of JCC Holding, in the case of the Company or an Affiliate of the
Company, or of HET, in the case of HET, one of its Affiliates, or the manager of
the Company, to prevent the loss, failure to obtain or material impairment or to
secure the reinstatement of, any such Gaming License, where such redemption or
acquisition is required because the holder or beneficial owner of such
security is required to be found suitable or to otherwise qualify under any
gaming laws and is not found suitable or so qualified within a reasonable period
of time.

         "RESERVE FUND" means the Capital Replacement Fund as defined in the
Management Agreement, as in effect on the date hereof.

         "RESTRICTED PAYMENT" shall mean (i) any authorization, declaration or
payment of any Distributions with respect to JCC Holding or any of its
Subsidiaries or any other payment to any of their Affiliates (excluding the
Company), (ii) the

                                       27

<PAGE>   39

making (or the giving of any notice in respect thereof) by JCC Holding or any of
its Subsidiaries of any voluntary or mandatory payment, purchase, acquisition or
redemption, whether by the making of any payments of the principal, interest or
otherwise, in respect of any loan, advance or extension of credit made to JCC
Holding or any of its Subsidiaries by, or in respect of any guarantee or
Contingent Obligation made for the benefit of JCC Holding or any of its
Subsidiaries by, or in respect of any other obligation of JCC Holding or any of
its Subsidiaries owed to, HET, HOC or any Affiliate of HET or HOC (excluding the
Company and its Wholly-Owned Subsidiaries), whether pursuant to any Document or
otherwise, (iii) any purchase, prepayment, redemption, or other acquisition or
retirement for value of, or any defeasance of, any Subordinated Indebtedness,
directly or indirectly, by JCC Holding or any of its Subsidiaries prior to the
scheduled maturity, any scheduled repayment of principal, or scheduled sinking
fund payment, as the case may be, of such Subordinated Indebtedness (including
any payment in respect of any amendment of the terms of such Subordinated
Indebtedness, which amendment is sought in connection with any such acquisition
of such Indebtedness or seeks to shorten any such due date), (iv) the making (or
the giving of any notice in respect thereof) by JCC Holding or any of its
Subsidiaries of any payment whatsoever in respect of, or pursuant to, any of the
Minimum Payment Guaranty Documents and (v) the payment of any Management Fees,
Termination Fee or any other fees or expenses (including the reimbursement
thereof by JCC Holding or any of its Subsidiaries) pursuant to the Management
Agreement or any other agreement with an Affiliate of JCC Holding or its
Subsidiaries. Notwithstanding anything to the contrary contained above, (A)
payments made in respect of the Indenture Obligations in accordance with the
terms of the Securities and this Indenture shall not constitute Restricted
Payments, even if the respective Indenture Obligations are held by HET, HOC or
an Affiliate thereof or of JCC Holding, (B) payments of Revolving Obligations
pursuant to the Revolving Credit Agreement in accordance with the terms of the
Revolving Credit Agreement Documents shall not constitute Restricted Payments
even if the respective Obligations are held by HET, HOC, Harrah's Management
Company or an Affiliate thereof, and (C) payments by any Unrestricted
Subsidiaries with respect to loans incurred by such Unrestricted Subsidiaries
pursuant to and in accordance with Section 5.12(h), will not constitute
Restricted Payments even if the respective Obligations are held by HET, HOC,
Harrah's Management Company or one or more Affiliates thereof.

         "RETURNS" shall have the meaning provided in Section II(9) of Exhibit
B.

                                       28

<PAGE>   40

         "REVOLVING CREDIT AGREEMENT" means the Revolving Credit Agreement,
dated as of March 30, 2001, among the Company, JCC Holding, the Subsidiary
Guarantors and the Revolving Lenders, together with the related documents
thereto (including, without limitation, any guaranty agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or modified from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including by way of adding Subsidiaries of JCC
Holding or the Company which are Guarantors as additional borrowers or
guarantors thereunder) all or a portion of the Indebtedness under such agreement
or any successor or replacement agreement and whether by the same or any other
agent, lender or group of lenders.

         "REVOLVING CREDIT AGREEMENT DOCUMENTS" shall mean the Revolving Credit
Agreement and all other Credit Documents as defined in the Revolving Credit
Agreement (or, in the case of any replacement thereof, all related documents
entered into in connection therewith).

         "REVOLVING LENDERS" means the lenders from time to time party to the
Revolving Credit Agreement.

         "REVOLVING LOANS" means collectively the Revolving Loans and the Letter
of Credit Obligations under the Revolving Credit Agreement.

         "REVOLVING OBLIGATIONS" shall mean all amounts owing to the Revolving
Lenders, Issuing Banks and the Collateral Agent pursuant to the terms of the
Revolving Credit Agreement or any other Revolving Credit Agreement Documents.

         "SEC" means the Securities and Exchange Commission or any successor
thereto.

         "SECOND FLOOR" shall mean the non-gaming areas of the second floor of
the Casino which are subject to the Second Floor Sublease.

         "SECOND FLOOR SUBLEASE" means the Second Floor Non-Gaming Sublease,
dated as of October 29, 1998, between the Company as sublessor and JCC
Development as sublessee relating to JCC Development's sublease of the second
floor of the Casino, attached as Exhibit O to the Casino Lease.

                                       29

<PAGE>   41

         "SECONDARY SECURITIES" has the meaning set forth in Section 2.2(e).

         "SECURED CREDITORS" means, collectively, the Minimum Payment Guarantor,
the Revolving Lenders and the Trustee for the benefit of the Holders.

         "SECURITIES" or "SENIOR NOTES" means the Senior Notes due 2008,
including Series A Notes, Series B Notes, and any Secondary Securities issued as
interest thereon, in each case, issued under this Indenture, as the same may be
amended or modified from time to time in accordance with the terms hereof.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "SECURITIES SCHEDULED REPAYMENT" shall have the meaning provided in
Section 2.3(b).

         "SECURITIES SCHEDULED REPAYMENT DATE" shall have the meaning provided
in Section 2.3(b).

         "SECURITY AGREEMENT" shall have the meaning provided in Section I(14)
of Exhibit B.

         "SECURITY AGREEMENT COLLATERAL" shall mean all "Collateral" as defined
in the Security Agreement.

         "SECURITY DOCUMENTS" shall mean the Pledge Agreement, the Security
Agreement, the Intellectual Property Security Documents, each Mortgage, and,
after the execution and delivery thereof, each Additional Mortgage and each
Additional Security Document.

         "SECURITYHOLDER" See "HOLDER"

         "SECURITY INTERESTS" means the Liens on the Collateral created by the
Security Documents in favor of the Collateral Agent for the benefit of the
Secured Creditors.

         "SEMI-ANNUAL FREE CASH FLOW" shall mean, for any Semi-Annual Free Cash
Flow Payment Period, the remainder of (i) the sum of (A) Consolidated EBITDA for
such Semi-Annual Free Cash Flow Payment Period, (B) the aggregate amount of Cash
released from the Reserve Fund (except to the extent released for the purpose of
making Capital Expenditures which are not deducted pursuant to

                                       30

<PAGE>   42
following clause (ii)(A)) during the respective Semi-Annual Free Cash Flow
Payment Period and (C) the aggregate amount of Cash or Cash Equivalents received
by the Company and its Subsidiaries during the respective Semi-Annual Free Cash
Flow Payment Period from investments theretofore made by them pursuant to the
provisions of Section 5.19(e) to the extent such receipts have not already
increased Consolidated Net Income for such period, less (without duplication)
(ii) the sum of (A) the amount of Capital Expenditures (but excluding Capital
Expenditures (x) financed with Indebtedness, (y) made with equity issuances or
capital contributions and (z) made with Insurance and Condemnation Proceeds or
proceeds of condemnation awards to the extent the receipt of such Insurance and
Condemnation Proceeds, as the case may be, has not, and will not, increase
Consolidated Net Income) made by the Company and its Subsidiaries on a
consolidated basis during the respective Semi-Annual Free Cash Flow Payment
Period, (B) the aggregate amount of Cash deposited in the Reserve Fund during
the respective Semi-Annual Free Cash Flow Payment Period, (C) the aggregate
amount of Investments made by the Company and its Subsidiaries pursuant to
Section 5.19(e) during the respective Semi-Annual Free Cash Flow Payment Period
to the extent same have not reduced Consolidated Net Income for such period, (D)
the amount of taxes (excluding gaming and similar taxes) actually paid in Cash
during the respective Semi-Annual Free Cash Flow Payment Period, (E) all Cash
payments of fees, costs and expenses made during the respective Semi-Annual Free
Cash Flow Payment Period pursuant to Minimum Payment Guaranty Documents (except
to the extent the same reduced Consolidated Net Income during the respective
Semi-Annual Free Cash Flow Payment Period), and (F) Consolidated Cash Interest
Expense for such Semi-Annual Free Cash Flow Payment Period; provided, that with
respect to the Semi-Annual Free Cash Flow Payment Period ending September 30,
2002, same shall be reduced by the Initial Deficit Amount (for this purpose,
expressed as a positive number); and provided further, that for each Semi-Annual
Free Cash Flow Payment Period occurring thereafter until the first Semi-Annual
Free Cash Flow Payment Period following a Semi-Annual Free Cash Flow Payment
Period where the amount of Semi-Annual Free Cash Flow (after giving effect to
the adjustments pursuant to this or the immediately preceding proviso, as the
case may be) was greater than or equal to $0, Semi- Annual Free Cash Flow for
such Semi-Annual Free Cash Flow Payment Period shall be reduced by the amount
(for this purpose, expressed as a positive number) by which Semi-Annual Free
Cash Flow for the immediately preceding Semi-Annual Free Cash Flow Payment
Period was less than $0.

                                       31

<PAGE>   43

         "SEMI-ANNUAL FREE CASH FLOW PAYMENT DATE" means each November 15 and
May 15, beginning with (and including) November 15, 2002 and ending with (and
including) May 15, 2005.

         "SEMI-ANNUAL FREE CASH FLOW PAYMENT PERIOD" means with respect to the
repayment required on each Semi-Annual Free Cash Flow Payment Date, the
immediately preceding six-month period ending March 31 or September 30, as the
case may be, of the Company.

         "SENIOR NOTE DOCUMENTS" shall mean this Indenture, the Securities and
all other documents executed and delivered in connection therewith.

         "SERIES A NOTES" shall mean such Series A Notes in a form substantially
similar to the form provided in the attached Exhibit A-2.

         "SERIES B NOTES" shall mean such Series B Notes in a form substantially
similar to the form provided in the attached Exhibit A-3

         "SERVITUDE AREAS" shall mean the Employee Bus and Parking Facility
Servitude Area, the Employee and Bus Parking Facility Access Servitude Area, and
the Observation Tower Servitude Area (each as defined in the Casino Lease).

         "SIGNIFICANT SUBSIDIARY" of a Person means a Subsidiary of such Person
which, together with its Consolidated Subsidiaries, has assets or revenues equal
to or greater than 10% of the assets or revenues, respectively, of such Person
and its Subsidiaries on a consolidated basis.

         "SPECIAL RECORD DATE" shall have the meaning provided in Section
2.13(a).

         "SPECIFIED REAL ESTATE" shall mean the Canal Development Mortgaged
Property and the Fulton Development Mortgaged Property.

         "STATED MATURITY" means March 31, 2008.

         "SUBORDINATED INDEBTEDNESS" means any Indebtedness of JCC Holding, the
Company or any Subsidiary that is subordinated in right of payment to the
Securities (or JCC Holding's or any Subsidiary Guarantor's Guaranty thereof).

         "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

                                       32

<PAGE>   44

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, limited liability company 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.

         "SUBSIDIARY GUARANTY" means all guarantees at any time from any
Subsidiary of JCC Holding pursuant to Article X.

         "SUBSIDIARY GUARANTOR" shall mean and include each of JCC Development,
Canal Development, Fulton Development and each Subsidiary of JCC Holding, which,
after the Issue Date is required to be a Subsidiary Guarantor pursuant to
Section 10.4 hereof on or prior to the release thereof pursuant to Section 10.5.

         "TERMINATION EVENT," when used with respect to the Leases or the Casino
Operating Contract, shall mean (i) any material provision of any Lease or the
Casino Operating Contract, as the case may be, at any time for any reason ceases
to be valid and binding on any of the parties thereto or is declared to be null
and void or any of the parties thereto shall deny in writing that it has any
further liability or obligation thereunder, or (ii) the termination of any Lease
or the Casino Operating Contract, provided, that the term "Termination Event"
does not include the scheduled expiration in the ordinary course of any Lease or
the Casino Operating Contract in accordance with its terms.

         "TERMINATION FEE" shall have the meaning provided in the Management
Agreement as in effect on the Issue Date.

         "TEST PERIOD" shall mean, for any determination made hereunder, the
four consecutive fiscal quarters of the Company then last ended (taken as one
accounting period).

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of the execution of this Indenture.
"TRANSACTION" means the reorganization effected pursuant to the Plan of
Reorganization and the financing therefor and resulting therefrom.

                                       33

<PAGE>   45

         "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

         "TRUSTEE REDEMPTION NOTICE" shall have the meaning provided in Section
3.1.

         "TRUST OFFICER" means any officer within the corporate trust department
(or any successor group) of the Trustee including any vice president, assistant
vice president, secretary, assistant secretary or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the Persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer of
the corporate trust department (or any successor group) of the Trustee to whom
such trust matter is referred because of his knowledge of and familiarity with
the particular subject.

         "TUNNEL" shall mean the support facilities and improvements appurtenant
to the Casino constructed on and/or in the Poydras Tunnel Area.

         "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

         "UNFUNDED CURRENT LIABILITY" of any Plan means the amount, if any, by
which the actuarial present value of the accumulated benefits under the Plan as
of the close of its most recent plan year, determined in accordance with
Statement of Financial Accounting Standards No. 35, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan, exceeds the fair market value of the assets allocable thereto,
determined in accordance with Section 412 of the Code.

         "UNITED STATES" and "U.S." shall each mean the United States of
America.

         "UNRESTRICTED SUBSIDIARIES GUARANTY" means the Guaranty of each of the
Unrestricted Subsidiaries.

         "UNRESTRICTED SUBSIDIARY" means Canal Development, Fulton Development,
JCC Development and each Subsidiary thereof and any other special purpose
Subsidiary of JCC Holding (so long as the same is not a Subsidiary of the
Company) created or acquired after the Issue Date; provided, that no Person
shall

                                       34

<PAGE>   46

constitute an Unrestricted Subsidiary if (i) the Company or any of its
Subsidiaries owns any Equity Interest (whether directly or indirectly) in any
such Person or (ii) any Indebtedness or other obligation of the respective
Person or any Subsidiary or direct or indirect holding company thereof (other
than JCC Holding) is recourse in any respect (whether by operation of law or
pursuant to any Contingent Obligation) to JCC Holding, the Company or any
Subsidiary of the Company.

         "WHOLLY-OWNED SUBSIDIARY" with respect to a Subsidiary of any Person
means (i) any corporation 100% of whose capital stock is at the time owned by
such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii)
any partnership, association, joint venture or other entity in which such Person
and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time.

         Section 1.2. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, such provision is incorporated by reference in
and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:

         "COMMISSION" means the SEC.

         "INDENTURE SECURITIES" means the Securities.

         "INDENTURE SECURITYHOLDER" means a Holder or a Securityholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

         "OBLIGOR" on the indenture securities means the Company and any other
obligor on the Securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them thereby.

         Section 1.3. Rules of Construction. Unless the context otherwise
requires:

                  (a) a term has the meaning assigned to it;

                                       35

<PAGE>   47

                  (b) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (c) "or" is not exclusive;

                  (d) words in the singular include the plural, and words in the
         plural include the singular;

                  (e) provisions apply to successive events and transactions;

                  (f) "herein," "hereof" and other words of similar import refer
         to this Indenture as a whole and not to any particular Article, Section
         or other subdivision; and

                  (g) references to Sections or Articles means reference to such
         Section or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II

                                 THE SECURITIES

         Section 2.1. Form, Dating and Conditions to Issuance.

                  (a) The Securities and the Trustee's certificate of
         authentication, in respect thereof, shall be substantially in the form
         of Exhibit A hereto, which is incorporated into and made a part of this
         Indenture. The Securities may have notations, legends or endorsements
         required by law, stock exchange rule or usage. The Company shall
         approve the form of the Securities and any notation, legend or
         endorsement on them. Any such notations, legends or endorsements not
         contained in the form of Security attached as Exhibit A hereto shall be
         delivered in writing to the Trustee. Each Security shall be dated the
         date of its authentication.

         The terms and provisions contained in the form of Securities shall
         constitute, and are hereby expressly made, a part of this Indenture
         and, to the extent applicable, the Company, the Guarantors and the
         Trustee, by their execution and delivery of this Indenture, expressly
         agree to such terms and provisions and to be bound thereby.

                                          36

<PAGE>   48

                  (b) The issuance of the Securities is subject to and
         conditioned upon satisfaction of the conditions set forth in Exhibit B
         hereto and the Company hereby represents and warrants that all such
         conditions have been satisfied and represents and warrants that the
         representations and warranties in Exhibit B are true and correct in all
         material respects on the Issue Date.

         Section 2.2. Execution and Authentication.

                  (a) The Securities shall be executed on behalf of the Company
         by an Officer of the Company. The signature of any such Officer on the
         Securities may be manual or facsimile.

                  (b) Securities bearing the manual or facsimile signatures of
         individuals who were at any time the proper Officers of the Company
         shall bind the Company, notwithstanding that such individual or any of
         them have ceased to hold such offices prior to the authentication and
         delivery of such Securities.

                  (c) A Security shall not be valid until an authorized
         signatory of the Trustee manually signs the certificate of
         authentication on the Security, but such signature shall be conclusive
         evidence that the Security has been authenticated pursuant to the terms
         of this Indenture.

                  (d) The Trustee shall authenticate Securities for original
         issue in the aggregate principal amount of up to $124,520,000,
         excluding Secondary Securities, upon a written order of the Company in
         the form of an Officer's Certificate. The Officer's Certificate shall
         specify the amount of Securities to be authenticated and the date on
         which the Securities are to be authenticated. The aggregate principal
         amount of Securities outstanding at any time may not exceed
         $124,520,000, except for any Secondary Securities that may be issued
         pursuant to this Section 2.2 and except as provided in Sections 2.10
         and 2.11. Upon the written order of the Company in the form of an
         Officer's Certificate, the Trustee shall authenticate Securities in
         substitution of Securities originally issued to reflect any name
         change of the Company.

                  (e) The Company shall pay Fixed Interest in Cash on each
         Interest Payment Date; provided, however, that during the first year
         after the Issue Date (the "PIK Period"), the Company may, at its option
         (the "PIK Option"),

                                       37

<PAGE>   49


         pay, on any Interest Payment Dates, up to 50% of the Fixed Interest due
         and payable on such Interest Payment Dates in additional Securities
         (the "Secondary Securities") in lieu of the payment of the relevant
         portion of Fixed Interest in Cash on the Securities as provided in
         paragraph 1 of the Securities. At any time or from time to time prior
         to the first anniversary of the Issue Date, any Holder may require that
         its Securities be exchanged for an equivalent aggregate amount of
         Series A Notes and Series B Notes, 50% of such exchange amount being in
         Series A Notes and 50% in Series B Notes. During the PIK Period, 100%
         of the Fixed Interest due and payable on the Series A Notes shall be
         paid exclusively in Cash, and 100% of the Fixed Interest due and
         payable on the Series B Notes shall be paid in Cash or, at the option
         of the Company, through the issuance of Secondary Securities.
         Notwithstanding anything to the contrary contained above, if any
         Securities (not divided into Series A Notes and Series B Notes) are
         outstanding at a time when any Series B Notes are outstanding, then if
         the PIK Option is exercised with respect to any Securities or Series B
         Notes, and if the Company elects the PIK Option for less than the
         maximum amounts permitted above, then in each case the percentage of
         Fixed Interest payable through the issuance of Secondary Securities
         with respect to the Series B Notes shall be twice the percentage of
         Fixed Interest paid on Securities not divided into Series A Notes and
         Series B Notes. All Secondary Securities shall be governed by this
         Indenture and shall be subject to the same terms (including Stated
         Maturity and rate of interest from time to time payable thereon (but
         not including the issuance date)) on all other Securities.

         In addition to the payments of Fixed Interest, the Company will pay to
         the Holder of each Security in accordance with the terms of such
         Security and this Indenture such Holder's pro rata amount of principal
         as amortized in Section 2.3 below.

                  (f) With respect to each Interest Payment Date where the PIK
         option is applicable, the Company shall give written notice to the
         Trustee of the amount of interest to be paid in Secondary Securities
         not less than five Business Days prior to the applicable Interest
         Payment Date, and the Trustee or an authenticating agent (upon written
         order of the Company signed by an Authorized Representative of the
         Company given not less than five nor more than 45 days prior to such
         Interest Payment Date) shall authenticate for original issue (pro rata
         to each Holder of any Securities, but subject to the adjustment for
         outstanding Series B Notes described in the fourth sentence of

                                       38

<PAGE>   50

         preceding clause (e), on the applicable Record Date) Secondary
         Securities in an aggregate principal amount equal to the amount of Cash
         interest not paid on the Interest Payment Dates during the first year
         after the Issue Date. Each issuance of Secondary Securities in lieu of
         the partial payment of Fixed Interest in Cash on the Securities shall
         be made pro rata with respect to the outstanding Securities, but
         subject to the adjustment for outstanding Series B Notes described in
         the fourth sentence of preceding clause (e), and the Company shall have
         the right to aggregate amounts of interest payable in the form of
         Secondary Securities to a Holder of outstanding Securities and issue to
         such holder a single Secondary Security (subject to the right of any
         Holder to request that the respective Secondary Security be split into
         Series A Notes and Series B Notes as contemplated above) in payment
         thereof.

                  (g) The Trustee may appoint an authenticating agent acceptable
         to the Company to authenticate Securities. Unless otherwise provided in
         the appointment, an authenticating agent may authenticate Securities
         whenever the Trustee may do so. Each reference in this Indenture to
         authentication by the Trustee includes authentication by such agent. An
         authenticating agent has the same rights as an Agent to deal with the
         Company, any Affiliate of the Company or any of its Subsidiaries.

                  (h) Securities shall be issuable only in registered form
         without coupons in denominations of $1.00 and any integral multiple
         thereof; provided, however, that the Company may at its option pay
         Cash in lieu of issuing Secondary Securities in any denominations of
         less than $1.00.

         Section 2.3. Principal Repayments.

                  (a) In addition to any other mandatory repayments pursuant to
         this Section 2.3, on each Semi-Annual Free Cash Flow Payment Date, an
         amount equal to 50% of Semi-Annual Free Cash Flow for the Semi-Annual
         Free Cash Flow Payment Period last ended before the respective
         Semi-Annual Free Cash Flow Payment Date shall be applied as a mandatory
         prepayment of outstanding Securities on the basis required by Section
         2.3(c).

                  (b) In addition to any other mandatory repayments pursuant to
         this Section 2.3, on each date set forth below there shall be required
         to be repaid on the basis required by Section 2.3(c), that aggregate
         principal amount of the Securities, to the extent then outstanding, as
         is set forth opposite such date (a

                                       39

<PAGE>   51

         "Securities Scheduled Repayment," and each such date, a "Securities
         Scheduled Repayment Date"):


<TABLE>
<CAPTION>

Scheduled Repayment Date               Amount
------------------------               ------
<S>                                    <C>
June 30, 2005                          $1,500,000

September 30, 2005                     $1,500,000

December 30, 2005                      $1,500,000

March 30, 2006                         $1,500,000

June 30, 2006                          $1,500,000

September 30, 2006                     $1,500,000

December 30, 2006                      $1,500,000

March 30, 2007                         $1,500,000

June 30, 2007                          $1,500,000

September 30, 2007                     $1,500,000

December 30, 2007                      $1,500,000

Stated Maturity                        The then outstanding aggregate principal
                                       amount of the Securities (together with
                                       all accrued and unpaid interest thereon).
</TABLE>


                  (c) All amounts required to be applied pursuant to this clause
         (c) as a result of the requirements of Sections 2.3(a) and (b) shall be
         applied to repay the outstanding principal of the Securities on a pro
         rata basis (based upon the then outstanding principal amounts thereof).

                  (d) Notwithstanding anything to the contrary contained
         elsewhere in this Indenture, all then outstanding Securities shall be
         repaid in full on the Stated Maturity.

                                       40

<PAGE>   52


         Section 2.4. Registrar and Paying Agent. The Company shall maintain an
office or agency in the Borough of Manhattan, The City of New York, where
Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency in the Borough of Manhattan, The City of
New York where Securities may be presented for payment ("Paying Agent") and an
office or agency where notices and demands to or upon the Company in respect of
the Securities may be served. The Company may act as its own Registrar or Paying
Agent, except that, for the purposes of Articles III and VIII, neither the
Company, any Subsidiary of the Company, nor any Affiliate of the Company shall
act as Paying Agent. The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-Registrars
and one or more additional Paying Agents. The term "Paying Agent" includes any
additional Paying Agent. The Company hereby initially appoints the Trustee as
Registrar and Paying Agent, and the Trustee hereby initially agrees so to act
until such time as the Trustee has resigned or a successor has been appointed.
The Company may change any Registrar, Paying Agent or co-Registrar without
notice to any Holder.

         The Company shall enter into an appropriate written agency agreement
with any Agent not a party to this Indenture, which agreement shall implement
the provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such.

         Section 2.5. Paying Agent to Hold Assets in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that each
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
assets and/or Secondary Securities held by the Paying Agent for the payment of
principal of, or interest on, the Securities, and shall notify the Trustee in
writing of any Default by the Company in making any such payment. If the Company
or a Subsidiary of the Company acts as Paying Agent, it shall segregate such
assets and hold them as a separate trust fund for the benefit of the Holders or
the Trustee. The Company at any time may require a Paying Agent to distribute
all assets and/or Secondary Securities held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets and/or Secondary Securities held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets and/or Secondary Securities that shall have been delivered
by the Company to the Paying Agent, the Paying Agent (if other than

                                       41

<PAGE>   53

the Company) shall have no further liability for such assets and/or Secondary
Securities.

         Section 2.6. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee on or before the third Business Day
preceding each Interest Payment Date and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee
reasonably may require of the names and addresses of Holders. The Trustee, the
Registrar and the Company shall provide a current securityholder list to any
Gaming Authority upon demand.

         Section 2.7. Transfer and Exchange. When Securities are presented to
the Registrar or a co-Registrar with a request to register the transfer of such
Securities or to exchange such Securities for an equal principal amount of
Securities of other authorized denominations, the Registrar or co-Registrar
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the
Securities surrendered for transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar or co-Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Securities at the Registrar's or co-Registrar's request. No service
charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments, or similar governmental charge
payable upon exchanges or transfers pursuant to Section 2.2, 2.3, 3.6 and 5.14).

         Section 2.8. Replacement Securities. If a mutilated Security is
surrendered to the Trustee or if the Holder of a Security claims and submits an
affidavit or other evidence, reasonably satisfactory to the Trustee, to the
effect that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security if
the Trustee's requirements are met. If required by the Trustee or the Company,
such Holder must provide an indemnity bond or other indemnity, sufficient in the
judgment of both the Company and the Trustee, to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Security is
replaced. The Company may charge such Holder for its reasonable, out-of-pocket
expenses in replacing a Security.

                                       42

<PAGE>   54

         Every replacement Security is an additional obligation of the Company
and the Guarantors.

         Section 2.9. Outstanding Securities. Securities outstanding at any time
are all the Securities that have been authenticated by the Trustee, including
Secondary Securities, except those canceled by it, those delivered to it for
cancellation and those described in this Section 2.9 as not outstanding. A
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security, except as provided in Section 2.10.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof reasonably satisfactory to it that the
replaced Security is held by a bona fide purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.8. If on a Redemption Date or the Maturity Date the Paying
Agent (other than the Company or an Affiliate of the Company) holds Cash
sufficient to pay all of the principal and interest due on the Securities
payable on that date and payment of the Securities called for redemption is not
otherwise prohibited, then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue unless the Company defaults in
its obligations with respect thereto.

         Section 2.10. Treasury Securities. In determining whether the Holders
of the required principal amount of Securities have concurred in any direction,
amendment, supplement, waiver or consent (each a "Holder Action"), Securities
owned by the Company, any Guarantor, any Affiliate of the Company, HET or any
Affiliate of HET shall be disregarded, except that, (a) in the case of any
Holder Action which (and only to the extent that same) amends, modifies, or
waives the provisions of Section 5.24 hereof, or effects a rescission of an
acceleration pursuant to the second paragraph of Section 6.2, which acceleration
was based solely on a breach of the obligations set forth in Section 5.24, only
Securities owned by JCC Holding and any of its Subsidiaries (and not those owned
by any other Affiliate of JCC Holding, including, without limitation, HET or any
Affiliate of HET) shall be excluded and (b) for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
amendment, supplement, waiver or consent, only Securities that the Trustee knows
or has reason to know are so owned shall be disregarded. If for any reason, with
respect to any given Holder Action, the TIA requires (pursuant to a requirement
that is not permitted to be altered as provided herein) that

                                       43

<PAGE>   55


outstanding Securities be determined in a manner other than that provided above
in this Section 2.10, then the determination of outstanding Securities for such
Holder Action shall be made in accordance with the provisions of this Section
2.10, but shall also require the concurrence of the holders of the minimum
percentage of outstanding securities (determined in accordance with the
requirements of the TIA) as may be specified in the TIA for the taking of such
Holder Action.

         Section 2.11. Temporary Securities. Until definitive Securities are
ready for delivery, the Company may execute, and upon a written order of the
Company in the form of an Officer's Certificate, the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company reasonably and in
good faith considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall execute, and upon written order of the Company in the
form of an Officer's Certificate, the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as permanent Securities authenticated and delivered
hereunder.

         Section 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration, transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Securities (subject to the record
retention requirement of the Exchange Act). Certification of the destruction
of all cancelled Securities shall be delivered to the Company. Subject to
Section 2.8, the Company may not issue new Securities to replace Securities they
have paid or delivered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 2.12, except as expressly permitted in the form of Securities
and as permitted by this Indenture. If the Company shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the obligations represented by such Securities unless and until surrendered
to the Trustee pursuant to this Section 2.12.

         Section 2.13. Defaulted Interest. Interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on Record Date
for such interest.

                                       44

<PAGE>   56

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date plus, to the extent
lawful, any interest payable on the defaulted interest (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered holder on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective predecessor Securities) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest (a "Special Record Date"), which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Security
         and the date of the proposed payment, and at the same time the Company
         shall deposit with the Trustee an amount of Cash equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements reasonably satisfactory to the Trustee for such
         deposit prior to the date of the proposed payment, such Cash when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as provided in this clause (a). Thereupon
         the Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder at his address as it appears in the Security
         register not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Securities (or their respective predecessor Securities) are registered
         on such Special Record Date and shall no longer be payable pursuant to
         the following clause (b); and

                  (b) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and upon
         such

                                       45

<PAGE>   57

         notice as may be required by such exchange, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         clause, such manner shall be deemed practicable by the Trustee. Subject
         to the foregoing provisions of this Section, each Security delivered
         under this Indenture upon transfer of or in exchange for or in lieu of
         any other Security shall carry the rights to interest accrued and
         unpaid, and to accrue, which were carried by such other Security.

                                   ARTICLE III

                                   REDEMPTION

         Section 3.1. Right of Redemption. Subject to the provisions of Section
5.15, the Securities shall be redeemable in whole or in part at the election of
the Company at the Redemption Price at any time and from time to time as herein
provided, and shall be redeemed in whole or in part at any time pursuant to a
Required Regulatory Redemption at the Redemption Price. In the event of a
Required Regulatory Redemption, the Company shall notify the Trustee (a
"Trustee Redemption Notice") of any redemption under this Section 3.1, and upon
receipt of such notice, the Trustee shall not accord any rights or privileges
under this Indenture or any Security to any Securityholder or owner of a
beneficial or voting interest who is required to dispose of any Security or
tender it for redemption, except to pay the Redemption Price upon tender of such
Security.

         Section 3.2. Notices to Trustee. If the Company elects or is required
to redeem Securities pursuant to Section 3.1, the Company shall notify the
Trustee in writing of the aggregate principal amount of the Securities to be
redeemed, the redemption date (as so determined by the Company, the "Redemption
Date") and whether the Company would like the Trustee to give notice of
redemption to the Holders. Such notice to the Trustee shall be delivered at
least five days prior to the mailing of the Notice of Redemption provided for in
Section 3.3.

         Section 3.3. Notice of Redemption. At least 10 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first class mail, postage prepaid, to each Holder whose Securities are to be
redeemed (unless a shorter notice period shall be required by applicable law).
At the Company's request, the Trustee shall give the notice of redemption in
the Company's

                                       46

<PAGE>   58

name and at the Company's expense. Each notice for redemption shall identify the
Securities to be redeemed and shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price, including the amount of accrued and
         unpaid interest to be paid upon such redemption;

                  (c) the name, address and telephone number of the Paying
         Agent;

                  (d) that Securities called for redemption must be surrendered
         to the Paying Agent at the address specified in such notice to collect
         the Redemption Price;

                  (e) if any Security is being redeemed in part, the portion of
         the principal amount equal to $1.00 or any integral multiple thereof of
         such Security to be redeemed and that, after the Redemption Date, and
         upon surrender of such Security, a new Security or Securities in
         aggregate principal amount equal to the unredeemed portion thereof will
         be issued;

                  (f) if less than all the Securities are to be redeemed, the
         identification of the particular Securities (or portion thereof) to
         be redeemed, as well as the aggregate principal amount of such
         Securities to be redeemed and the aggregate principal amount of
         Securities to be outstanding after such partial redemption;

                  (g) the CUSIP number of the Securities to be redeemed; and

                  (h) that the notice is being sent pursuant to this Section 3.3
         and Paragraph 6 of the Securities.

         Section 3.4. Effect of Notice of Redemption. Once notice of redemption
is mailed in accordance with Section 3.3, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Trustee or Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price.

         Section 3.5. Deposit of Redemption Price. On or before the Redemption
Date, the Company shall deposit with the Paying Agent Cash sufficient to pay the

                                       47

<PAGE>   59

Redemption Price of all Securities to be redeemed on such Redemption Date. The
Paying Agent shall promptly return to the Company any Cash so deposited which is
not required for that purpose upon the written request of the Company. Whether
or not such Securities are presented for payment, interest on the
Securities to be redeemed will cease to accrue on the Redemption Date.

         Section 3.6. Securities Redeemed In Part. If less than all outstanding
Securities are to be redeemed, except pursuant to a Required Regulatory
Redemption, redemption shall be pro rata among all Holders of the Securities.
Upon surrender of a Security that is to be redeemed in part, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder, without
service charge, a new Security or Securities equal in principal amount to the
unredeemed portion of the Security surrendered.

         Section 3.7. Regulatory Redemption Event. In the event the Company is
required to redeem, pursuant to a Required Regulatory Redemption or Redemptions,
$20,000,000 or more of Securities in the aggregate after giving effect to all
Required Regulatory Redemptions since the Issue Date, each Holder of Securities
(other than Holders who are subject to a Required Regulatory Redemption) shall
have the right, at such Holder's option, to require the Company to repurchase
all or any such part of such Holder's Securities pursuant to Article VIII (a
"Regulatory Redemption Event").

                                   ARTICLE IV

                                    SECURITY

         Section 4.1. Security Interest.

                  (a) In order to secure the prompt and complete payment and
         performance in full of the Indenture Obligations, the Company, the
         Guarantors and, as applicable, the Trustee, the other Secured
         Creditors and the Collateral Agent for the benefit of the Secured
         Creditors have entered into this Indenture and the Security Documents.
         Each Holder, by accepting a Security, agrees to all of the terms and
         provisions of this Indenture, the Intercreditor Agreement and the
         Security Documents, and the Trustee agrees to all of the terms and
         provisions of this Indenture, the Intercreditor Agreement, the
         Manager Subordination Agreement and the Security Documents, as this
         Indenture, the Intercreditor Agreement, the Manager Subordination

                                       48

<PAGE>   60

         Agreement and the Security Documents may be amended from time to time
         pursuant to the provisions thereof and hereof.

                  (b) The Collateral is to be held by the Collateral Agent for
         the benefit of the Secured Creditors, subject to the terms of the
         Intercreditor Agreement, the Security Documents and Section 4.6.

                  (c) The provisions of TIA Section 314(d), and the provisions
         of TIA Section 314(c)(3) to the extent applicable by specific reference
         in this Article IV, are hereby incorporated by reference herein as if
         set forth in their entirety, except that, as set forth in Section 4.5,
         TIA Section 314(d) need not be complied with in certain respects.

         Section 4.2. Recording; Opinions of Counsel.

                  (a) The Company represents that it has caused to be executed
         and delivered, filed and recorded and covenants that it will promptly
         cause to be executed and delivered, filed and recorded, all instruments
         and documents, and has done and will do or will cause to be done all
         such acts and other things, at the Company's expense, as are necessary
         to effect and maintain valid and perfected security interests in the
         Collateral. The Company shall, as promptly as practicable, cause to be
         executed and delivered, filed and recorded all instruments and do all
         acts and other things as may be required by law to perfect, maintain
         and protect the security interests under the Security Documents and
         herein.

                  (b) The Company shall furnish to the Trustee and the
         Collateral Agent, concurrently with the execution and delivery of this
         Indenture and the Security Documents and promptly after the execution
         and delivery of any amendment thereto or any other instrument of
         further assurance, an Opinion(s) of Counsel stating that, in the
         opinion of such counsel, subject to customary exclusions and exceptions
         reasonably acceptable to the Trustee, either (i) this Indenture, the
         Security Documents, any such amendment and all other instruments of
         further assurance have been properly recorded, registered and filed and
         all such other action has been taken to the extent necessary to make
         effective valid security interests and to perfect the security
         interests intended to be created by this Indenture and the Security
         Documents, and reciting the details of such action, or (ii) no such
         action is necessary to effect

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<PAGE>   61

         and maintain in full force and effect the validity and perfection of
         the security interests under the Security Documents and hereunder.

                  (c) The Company shall furnish to the Trustee and the
         Collateral Agent, on or prior to March 30, of each year commencing in
         2002, an Opinion(s) of Counsel, dated as of such date, stating that,
         in the opinion of such counsel, subject to customary exclusions and
         exceptions reasonably acceptable to the Trustee, either (A) all such
         action has been taken with respect to the recording, registering,
         filing, rerecording and refiling of this Indenture, all supplemental
         indentures, the Collateral Documents, financing statements,
         continuation statements and all other instruments of further assurance
         as is necessary to maintain the validity and perfection of security
         interests under the Collateral Documents and hereunder in full force
         and effect and reciting the details of such action, and stating that
         all financing statements and continuation statements have been executed
         and filed and such other actions taken that are necessary fully to
         preserve and protect the rights of the Holders and the Trustee
         hereunder and under the Collateral Documents, or (B) no such action is
         necessary to maintain in full force and effect the validity and
         perfection of the security interests under the Collateral Documents and
         hereunder.

                  (d) The provisions of TIA Section 314(d), and the provisions
         of TIA Section 314(c)(3) to the extent applicable by specific reference
         in this Article IV, are hereby incorporated by reference herein as if
         set forth in their entirety, except that, as set forth in Section 4.5,
         TIA Section 314(d) need not be complied with in certain respects.

        Section 4.3.  Disposition of Certain Collateral.

                  (a) The Company may, without requesting the release or consent
         of the Trustee or the Collateral Agent, but otherwise subject to the
         requirements of this Indenture, and in each case in the ordinary
         course of its business:

                           (i) sell, assign, transfer, license or otherwise
         dispose of, free from the security interests under the Security
         Documents and hereunder, any machinery, equipment, or other personal
         Property constituting Collateral that has become worn out, obsolete, or
         unserviceable or is being upgraded, upon replacing the same with or
         substituting for the same, machinery, equipment

                                       50

<PAGE>   62

         or other Property constituting Collateral not necessarily of the same
         character but being of at least equal fair value and at least equal
         utility to the Company as the Property so disposed of, which Property
         shall without further action become Collateral subject to the security
         interests under the Security Documents and hereunder;

                           (ii) (A) consistent with industry practices, sell,
         assign, transfer, license or otherwise dispose of, free from the
         security interests under the Security Documents and hereunder,
         inventory held for resale that is at any time part of the Collateral,
         (B) in the ordinary course of the Company's business and consistent
         with industry practices, collect, liquidate, sell, factor or otherwise
         dispose of, free from the security interests under the Security
         Documents and hereunder, accounts receivable or notes receivable that
         are part of the Collateral or (C) make ordinary course of business Cash
         payments (including scheduled repayments of Indebtedness permitted to
         be incurred hereby) from Cash that is at any time part of the
         Collateral;

                           (iii) sell, assign, transfer, license or otherwise
         dispose of, free from the security interests under the Security
         Documents and hereunder, any personal property the use of which is no
         longer necessary or desirable in the proper conduct of the business of
         the Company and its Subsidiaries and the maintenance of its earnings
         and is not material to the conduct of the business of the Company and
         its Subsidiaries;

                           (iv) sell, assign, transfer, license or otherwise
         dispose of, free from the security interests under the Security
         Documents and hereunder, any assets or property in accordance with
         Section 5.14; provided, that the Collateral Agent shall have a valid
         and perfected security interest in all net proceeds that are not Net
         Cash Proceeds from such disposition (except those fees, commissions and
         other expenses and taxes deducted in the definition of "Net Cash
         Proceeds") and in any assets or property acquired with the proceeds
         from such disposition in the same priority as such assets or property
         so disposed of; and

                           (v) sell, assign, transfer, license, release or
         otherwise dispose of, free from the security interests under the
         Security Documents, the Intercreditor Agreement and hereunder, any
         Collateral as permitted by and pursuant to the express terms of any of
         the Security Documents and/or the Intercreditor Agreement.

                                       51

<PAGE>   63

                  (b) Notwithstanding the provisions of subsection (a) above,
         the Company shall not dispose of or transfer (by lease, assignment,
         license, sale or otherwise) or pledge, mortgage or otherwise encumber
         Collateral pursuant to the provisions of Section 4.3(a)(ii) or (iii)
         with a fair value of 10% or more of the aggregate fair value of all
         Collateral then existing in any transaction or any series of related
         transactions.

                  (c) In the event that the Company has sold, exchanged, or
         otherwise disposed of or proposes to sell, exchange or otherwise
         dispose of any portion of the Collateral which under the provisions of
         this Section 4.3 may be sold, exchanged or otherwise disposed of by the
         Company without consent of the Trustee or the Collateral Agent, and the
         Company requests the Trustee or the Collateral Agent to furnish a
         written disclaimer, release or quitclaim of any interest in such
         property under the Security Documents, the Trustee shall execute such
         an instrument (or instruct the Collateral Agent to do so), prepared by
         the Company, upon delivery to the Trustee of an Officer's Certificate
         by the Company reciting the sale, exchange or other disposition made or
         proposed to be made and describing in reasonable detail the property
         affected thereby, and certifying that such property is property which
         by the provisions of this Section 4.3 may be sold, exchanged or
         otherwise disposed of or dealt with by the Company without any release
         or consent of the Trustee or the Holders. Each of the Trustee and the
         Collateral Agent shall be authorized to conclusively rely on such
         certification.

                  (d) Any disposition of Collateral made in compliance with the
         provisions of this Section 4.3 shall be deemed not to impair the
         security interests under the Security Documents and hereunder in
         contravention of the provisions of this Indenture.

         Section 4.4. Net Cash Proceeds Account. All Cash or Cash Equivalents
received by the Company or its Subsidiaries as Net Cash Proceeds from any Asset
Sale or as Insurance and Condemnation Proceeds shall be deposited in the Net
Cash Proceeds Account, in which account there shall be, subject to the lien
priority provisions set forth in the Intercreditor Agreement, the Security
Documents and Section 4.6, a perfected security interest in favor of the
Collateral Agent for the benefit of the Secured Creditors. As long as no Default
or Event of Default exists, the funds from time to time on deposit in the Net
Cash Proceeds Account may, subject to the requirement of the immediately
succeeding sentence, be disbursed

                                       52

<PAGE>   64

from such account for general corporate purposes and to replace, restore, repair
or rebuild the respective Collateral. Notwithstanding anything to the contrary
contained in the immediately preceding sentence, if the aggregate amount of
Insurance and Condemnation Proceeds (for this purpose, excluding proceeds from
business interruption insurance) with respect to any single event or series of
related events equals or exceeds $1,000,000, then all Insurance and Condemnation
Proceeds received from the respective event or series of related events
(including proceeds from business interruption insurance) may only be withdrawn
from the Net Cash Proceeds Account so long as no Default or Event of Default
then exists, (a) in the case of proceeds from business interruption insurance,
for general corporate purposes, and (b) in the case of all other such
Insurance and Condemnation Proceeds, (i) within 180 days after the date of the
receipt of such proceeds, to commence replacement, restoration, repair or
reconstruction of any Collateral that has been damaged, destroyed, or subject to
the respective casualty or condemnation event (provided, that such replacement,
restoration, repair or reconstruction is completed within 365 days of such
commencement) and/or (ii) to the extent not used for the purposes described in
the preceding clause (i), subject to the terms of the Intercreditor Agreement,
to redeem Securities in accordance with the provision of Section 3.1 of this
Indenture. Any release of proceeds as contemplated by the immediately preceding
sentence shall be effected pursuant to the delivery of an Officer's Certificate
by the Company to the Trustee at the time of each release of such funds, with
each such Officer's Certificate to certify the amount of funds to be withdrawn
and the use to be made of the proceeds of such drawing.

         Section 4.5. Certain Releases of Collateral. Subject to applicable law,
the release of any Collateral from Liens created by the Security Documents or
the release of, in whole or in part, the Liens created by the Security
Documents, will not be deemed to impair the Security Documents in contravention
of the provisions of this Indenture if and to the extent the Collateral or Liens
are released pursuant to, and in accordance with, the Intercreditor Agreement
and the applicable Security Documents and are in compliance with the terms
hereof (including, without limitation, the applicable provisions of Section
5.14). To the extent applicable, without limitation (except as provided in the
last sentence of this paragraph), the Company, the Guarantors and each obligor
on the Securities shall cause TIA Section 314(d), relating to the release of
property or securities from the Liens of the Security Documents, to be complied
with. Any certificate or opinion required by TIA Section 314(d) may be made by
two Officers of the Company, except in cases in which TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person. The
Company shall not be required under this Indenture to deliver to the Trustee any

                                       53

<PAGE>   65

certificates or opinions required to be delivered pursuant to Section 314(d) of
the TIA in connection with releases of Collateral in accordance with Section
4.3(a)(ii) hereunder, unless TIA Section 314(d) would require such certificate
or opinion to be made by an independent Person.

         Section 4.6. Lien Priorities.

                  (a) Priorities. As more fully provided in (and subject to the
         express provisions of) the various Security Documents and the
         Intercreditor Agreement, it is acknowledged and agreed that all
         proceeds applied in accordance with the various Security Documents are
         required to be applied: (i) first, to certain Obligations (as used in
         this Section 4.6, the term "Obligations" shall have the meaning
         provided in the Intercreditor Agreement) owing to the Collateral Agent,
         (ii) second, to all reimbursement obligations pursuant to the Minimum
         Payment Guaranty Documents in respect of amounts actually paid
         pursuant to one or more Minimum Payment Guaranties, and any interest
         thereon or other amounts secured thereby in accordance with the terms
         of the relevant Minimum Payment Guaranty Documents, (iii) third, to all
         unpaid Revolving Obligations (as defined in the Intercreditor
         Agreement); and (iv) fourth, to all unpaid Indenture Obligations, as
         (and on the basis) provided in the Security Documents and the
         Intercreditor Agreement.

                  (b) Acknowledgment of Prior Security Interest.

                           (i) It is acknowledged and agreed that the security
         interests granted pursuant to various of the Security Documents shall
         also secure the Minimum Payment Obligations (as defined in the
         Intercreditor Agreement) owed to HET and HOC as Minimum Payment
         Guarantors and the Minimum Payment Obligations owing to any other
         Minimum Payment Guarantor which becomes a party to the Intercreditor
         Agreement in accordance with the terms and provisions thereof, with the
         Minimum Payment Obligations so secured to be entitled to the Lien
         priorities in terms of distributions pursuant to the Security Documents
         described in preceding Section 4.6(a).

                           (ii) It is acknowledged and agreed that the security
         interests granted pursuant to various of the Security Documents shall
         also secure the Revolving Obligations (as defined in the Intercreditor
         Agreement) in accordance with the terms and provisions thereof, with
         the Revolving Obligations (so long as the aggregate principal amount
         thereof at no time outstanding

                                       54

<PAGE>   66
         exceeds $35,000,000) so secured to be entitled to the Lien priorities
         in terms of distributions pursuant to the Security Documents described
         in preceding Section 4.6(a).

         Section 4.7. Payment of Expenses. On demand of the Trustee, the Company
forthwith shall pay or satisfactorily provide for all reasonable expenditures
incurred by the Trustee and the Collateral Agent under this Article IV,
including the reasonable fees and expenses of counsel.

         Section 4.8. Suits to Protect the Collateral. Subject to Section 4.1 of
this Indenture, the Intercreditor Agreement and to the provisions of the
Security Documents, the Trustee shall have power to institute and to maintain
such suits and proceedings as it may deem expedient to prevent any impairment of
the Collateral by any acts which may be unlawful or in violation of the Security
Documents or this Indenture, including the power to institute and maintain suits
or proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid or if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interests in contravention of this
Indenture or be prejudicial to the interests of the Holders or of the Trustee.
The Trustee shall give notice to the Company promptly following the institution
of any such suit or proceeding.

         Section 4.9. Trustee's and Collateral Agent's Duties. The powers and
duties conferred upon the Trustee and the Collateral Agent by this Article IV
are solely to protect the security interests and shall not impose any duty upon
the Trustee or Collateral Agent to exercise any such powers and duties, except
as expressly provided in this Indenture or the TIA. Neither the Trustee nor
the Collateral Agent shall be under any duty to the Company or any Guarantor
whatsoever to make or give any presentment, demand for performance, notice of
nonperformance, protest, notice of protest, notice of dishonor, or other notice
or demand in connection with any Collateral, or to take any steps necessary to
preserve any rights against prior parties except as expressly provided in this
Indenture. Neither the Trustee nor the Collateral Agent shall be liable to the
Company or the Guarantors for failure to collect or realize upon any or all of
the Collateral, or for any delay in so doing, nor shall the Trustee or the
Collateral Agent be under any duty to the Company or the Guarantors to take any
action whatsoever with regard thereto. Neither the Trustee nor the Collateral
Agent shall have any duty to the Company or the Guarantors to comply with any
recording, filing, or other legal requirements necessary to establish or

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<PAGE>   67

maintain the validity, priority or enforceability of the security interests in,
or the Trustee's or the Collateral Agent's rights in or to, any of the
Collateral.

         Section 4.10. Security Documents. Notwithstanding any provision of this
Indenture, or the Security Documents, or any other documents contemplated
hereunder to the contrary:

                  (a) this Indenture and the Security Documents shall grant no
         Liens, or any other security or other interests or right in or to (i)
         the Casino Operating Contract, (ii) the House Bank (as defined in the
         Management Agreement), and (iii) the Louisiana Gaming Gross Revenue
         Share Payments (including the State's Interest in Daily Collections),
         as such terms are defined in the Casino Operating Contract; and

                  (b) the Casino Operating Contract and the Louisiana Gaming
         Gross Revenue Share Payments (including the State's Interest in Daily
         Collections), are not part of the Collateral and are not included
         within the definition of Collateral.

                                    ARTICLE V

                                    COVENANTS

         Section 5.1. Payment of Securities.

                  (a) The Company shall duly and punctually pay the principal of
         and interest on the Securities, including any such interest paid on
         Secondary Securities at the places, on the dates and in the manner
         provided in the Securities and this Indenture. An installment of
         principal of or interest on the Securities shall be considered paid on
         the date it is due if the Trustee or Paying Agent (other than the
         Company or an Affiliate of the Company) holds for the benefit of the
         Holders, on or before 10:00 a.m. New York City time on that date, Cash
         and/or, to the extent permitted or required by Section 2.2, Secondary
         Securities, deposited and designated for and sufficient to pay the
         installment, and has not received instructions from the Company not to
         make such payment and is not otherwise prohibited from paying such
         principal, interest or Secondary Securities to the Holders pursuant to
         this Indenture.

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<PAGE>   68

                  (b) The Company shall pay interest (including post-petition
         interest in any proceeding under any applicable Bankruptcy Law) on
         overdue principal and on overdue installments of interest at a rate per
         annum equal to Base Rate (as in effect from time to time) plus 375
         basis points, compounded quarterly, to the extent lawful.

         Section 5.2. Information Covenants; Compliance Certificate; Notice of
Default.

                  (a) JCC Holding and/or the Company will furnish to the
         Trustee, and each Holder who makes a written request to the Company
         with a copy to the Trustee, the following information:

                           (i) Monthly Reports. Within 30 days after the end of
         each fiscal month of JCC Holding (other than the last such month of any
         fiscal quarter of JCC Holding), copies of such monthly financial
         statements, if any, which JCC Holding or any of its Subsidiaries is
         required to file with any Gaming Authority and which are publicly
         available after such filing.

                           (ii) Quarterly Financial Statements. Within 45 days
         after the close of each of the first three quarterly accounting periods
         in each fiscal year of JCC Holding and within 90 days after the close
         of the fourth quarterly accounting period in each fiscal year of JCC
         Holding, the consolidated balance sheet of JCC Holding and its
         Consolidated Subsidiaries as at the end of such quarterly accounting
         period and the related consolidated statements of income and retained
         earnings and statement of cash flows, in each case for such quarterly
         accounting period and for the elapsed portion of the fiscal year ended
         with the last day of such quarterly accounting period, in each case
         setting forth comparative figures for the corresponding periods in the
         prior fiscal year, all of which shall be certified by a financial
         officer of the Company, subject to normal year-end audit adjustments.
         To the extent JCC Holding is filing quarterly reports on Form 10-Q with
         the SEC, delivery of such reports to the Trustee and requesting Holders
         shall be deemed to satisfy the foregoing requirements of this
         subsection. If JCC Holding has any Subsidiaries which are Unrestricted
         Subsidiaries hereunder, then the quarterly financial information
         required by this clause (ii) shall include a reasonably detailed
         presentation, either on the face of the financial statements or the
         footnotes thereto, and in the management's discussion an analysis of
         operational and financial developments, of the financial condition
         and results of

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<PAGE>   69

         operations of Unrestricted Subsidiaries separate from the financial
         condition and results of operations of JCC Holding and its Subsidiaries
         which are not Unrestricted Subsidiaries.

                           (iii) Annual Financial Statements. Within 120 days
         after the close of each fiscal year of JCC Holding, (A) the
         consolidated balance sheet of JCC Holding and its Consolidated
         Subsidiaries as at the end of such fiscal year and the related
         consolidated statements of income and retained earnings and statement
         of cash flows for such fiscal year setting forth comparative figures
         for the preceding fiscal year and certified by Deloitte & Touche or
         such other independent certified public accountants of recognized
         national standing reasonably acceptable to the Trustee, and (B)
         management's discussions and analysis of the important operational
         and financial developments during such fiscal year. To the extent JCC
         Holding is filing Annual Reports on Form 10-K with the SEC, delivery of
         such reports to the Trustee and the requesting Holders shall be deemed
         to satisfy the foregoing requirements of this subsection. If JCC
         Holding has any Subsidiaries which are Unrestricted Subsidiaries
         hereunder, then the annual financial information required by this
         clause (iii) shall include a reasonably detailed presentation, either
         on the face of the financial statements or the footnotes thereto, and
         in the management's discussion and analysis of operational and
         financial developments, of the financial condition and results of
         operations of Unrestricted Subsidiaries separate from the financial
         condition and results of operations of JCC Holding and its
         Subsidiaries which are not Unrestricted Subsidiaries.

                           (iv) Other Reports, Notices and Filings. Promptly,
         copies of all financial information, proxy materials, notices and other
         information and reports, if any, which JCC Holding or any of its
         Subsidiaries shall file with the SEC.

                  (b) JCC Holding and/or the Company will furnish to each Holder
         of 5% or more of the outstanding Securities who (1) is an Eligible
         Institution, (2) makes a written request to the Company and (3)
         furnishes to the Company an executed confidentiality agreement,
         substantially in the form furnished by the Company to the Trustee on
         the Issue Date (the "Confidentiality Agreement"), the following
         information:

                           (i) To the extent not provided pursuant to Section
         5.2(a)(i), within 30 days after the end of each fiscal month of JCC
         Holding (other than

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<PAGE>   70

         the last such month of any fiscal quarter of JCC Holding), the
         consolidated balance sheet of JCC Holding and its Consolidated
         Subsidiaries as at the end of such fiscal month and the related
         consolidated statements of income and retained earnings and statement
         of cash flows for such fiscal month and for the elapsed portion of the
         fiscal year ended with the last day of such fiscal month, all of which
         shall be certified by a financial officer of JCC Holding, subject to
         normal year-end audit adjustments. If JCC Holding has any Subsidiaries
         which are Unrestricted Subsidiaries hereunder, then the monthly
         financial information required by this clause (i) shall include a
         reasonably detailed presentation, either on the face of the financial
         statements or the footnotes thereto, of the financial condition and
         results of operations of Unrestricted Subsidiaries separate from the
         financial condition and results of operations of JCC Holding and its
         Subsidiaries which are not Unrestricted Subsidiaries.

                           (ii) Management Letters. Promptly after the receipt
         thereof by JCC Holding or any of its Subsidiaries, a copy of any
         "management letter" received by JCC Holding or such Subsidiary from its
         certified public accountants and the management's responses thereto.

                           (iii) Management Agreement. No later than 30 days
         following the approval thereof by the Board of Directors of JCC
         Holding, the annual plan prepared pursuant to Article 8 of the
         Management Agreement, any revisions to the annual plan referred to in
         the Management Agreement as may be agreed to by JCC Holding or the
         Company and/or Harrah's Management Company, any submissions to
         arbitration in connection with such annual plan and the results of any
         such arbitration.

                           (iv) Budgets. No later than 30 days following the
         approval thereof by the Board of Directors of JCC Holding, a budget
         (including budgeted statements of income and sources and uses of cash
         and balance sheets) prepared by JCC Holding for (A) each of the twelve
         months of such fiscal year prepared in detail and (B) for the year
         immediately following such fiscal year, in each case prepared in
         summary form and consolidated for JCC Holding and its Subsidiaries, and
         accompanied by the statement of a financial officer of JCC Holding to
         the effect that, to the best of such officer's knowledge, the budget
         is a reasonable estimate for the period covered thereby.

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<PAGE>   71

                           (v) Other Reports, Notices and Filings. Promptly,
         copies of all financial information, notices and other information and
         reports, if any, which JCC Holding or any of its Subsidiaries (A)
         delivers to holders of any other issue of its Indebtedness if the
         aggregate principal amount thereof exceeds (or upon the utilization of
         any unused commitment may exceed) $5,000,000, pursuant to the terms of
         the documentation governing any such Indebtedness (or any trustee,
         agent or other representative therefor) or (B) delivers pursuant to any
         of the Minimum Payment Guaranty Documents (including, without
         limitation, any notice to the effect that the Minimum Payment Guaranty
         shall not be renewed or extended).

                           (vi) Litigation. Promptly, and in any event within
         three Business Days after JCC Holding or the Company obtains knowledge
         thereof, notice of any litigation or governmental investigation or
         proceeding (including any investigation by any Gaming Authority)
         pending (A) against JCC Holding or any of its Subsidiaries or
         Affiliates of any thereof (other than the initial suitability
         investigations by the LGCB of directors and officers of the Company and
         JCC Holding, but including notice of any adverse finding in any such
         investigation), which could materially and adversely affect the
         business, operations, property, assets, liabilities, condition
         (financial or otherwise) or prospects of the Company or JCC Holding and
         its Subsidiaries taken as a whole, (B) with respect to any material
         Indebtedness of JCC Holding and its Subsidiaries taken as a whole or
         (C) with respect to any Document or the Transaction.

                           (vii) Environmental Matters. Promptly upon, and in
         any event within ten Business Days after, an Authorized Representative
         of JCC Holding or any of its Subsidiaries obtains knowledge thereof,
         notice of one or more of the following environmental matters, unless
         such environmental matters could not, individually or when aggregated
         with all other such environmental matters, be reasonably expected to
         materially and adversely affect the business, operations, property,
         assets, liabilities, condition (financial or otherwise) or prospects
         of the Company and its Subsidiaries taken as a whole:

                                    (A) any pending or threatened Environmental
                  Claim against JCC Holding or any of its Subsidiaries or any
                  Real Property owned or operated by the Company or any of its
                  Subsidiaries;

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<PAGE>   72

                                    (B) any condition or occurrence on or
                  arising from any Real Property owned or operated by JCC
                  Holding or any of its Subsidiaries that (1) results in
                  noncompliance by JCC Holding or any of its Subsidiaries with
                  any applicable Environmental Law or (2) could reasonably be
                  expected to form the basis of an Environmental Claim against
                  JCC Holding or any of its Subsidiaries or any such Real
                  Property;

                                    (C) any condition or occurrence on any Real
                  Property owned or operated by JCC Holding or any of its
                  Subsidiaries that could reasonably be expected to cause such
                  Real Property to be subject to any restrictions on the
                  ownership, occupancy, use or transferability by JCC Holding
                  or any of its Subsidiaries of such Real Property under any
                  Environmental Law; and

                                    (D) the taking of any removal or remedial
                  action in response to the actual or alleged presence of any
                  Hazardous Material on any Real Property owned or operated by
                  JCC Holding or any of its Subsidiaries as required by any
                  Environmental Law or any governmental or other
                  administrative agency.

                  All such notices shall describe in reasonable detail the
                  nature of the claim, investigation, condition, occurrence or
                  removal or remedial action and JCC Holding's or such
                  Subsidiary's response thereto. In addition, JCC Holding will
                  provide copies of all material communications with any
                  government or governmental agency relating to Environmental
                  Laws, all communications with any Person (other than its
                  attorneys) relating to any Environmental Claim of which notice
                  is required to be given pursuant to this Section 5.2(b)(vii),
                  and such detailed reports of any such Environmental Claim as
                  may reasonably be requested by a Holder; provided that in any
                  event JCC Holding shall deliver all notices received by it or
                  any of its Subsidiaries from any government or governmental
                  agency under, or pursuant to, CERCLA.

         The Company in its reasonable discretion may refuse to provide the
         information set forth in this Section 5.2(b) to any Holder who is not
         an Eligible Institution if, in the reasonable judgment of JCC Holding
         or the Company,

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<PAGE>   73

         providing such information to such Holder may adversely affect the
         Company.

                  (c) Compliance Certificate; Notice of Default. JCC Holding
         and/or the Company will furnish to the Trustee the following
         information:

                           (i) within 120 days after the end of its fiscal year,
         an Officer's Certificate complying (whether or not required) with
         Section 314(a)(4) of the TIA and stating that a review of its
         activities and the activities of its Subsidiaries during the
         preceding fiscal year has been made under the supervision of the
         signing Officers with a view to determining whether the Company has
         kept, observed, performed and fulfilled its obligations under this
         Indenture, the Security Documents, the Revolving Credit Agreement and
         further stating, as to each such Officer signing such certificate,
         whether or not the signer knows of any failure by the Company, any
         Guarantor or any Subsidiary of the Company or any Guarantor to comply
         with any conditions or covenants in this Indenture and, if such signer
         does know of such a failure to comply, the certificate shall describe
         such failure with particularity. The Officer's Certificate shall also
         notify the Trustee should the relevant fiscal year end on any date
         other than the current fiscal year end date;

                           (ii) so long as not contrary to the then current
         recommendation of the American Institute of Certified Public
         Accountants, within 120 days after the end of its fiscal year a written
         report of a firm of independent certified public accountants with an
         established national reputation stating that, in conducting their audit
         for such fiscal year, nothing has come to their attention that caused
         them to believe that of the Company or any Subsidiary of the Company
         was not in compliance with the provisions set forth in Sections 2.3,
         5.1, 5.5, 5.14, 5.24 and 5.29 of this Indenture;

                           (iii) at the time of the delivery of the financial
         statements provided for in Section 5.2(a)(ii) and (iii), a certificate
         of an Authorized Officer of JCC Holding to the effect that, to the best
         of such officer's knowledge, no Default or Event of Default has
         occurred and is continuing or, if any Default or Event of Default has
         occurred and is continuing, specifying the nature and extent thereof,
         which certificate shall (A) if the last day of the period covered by
         the respective financial statements then being delivered correlates to
         the last day of a Semi-Annual Free Cash Flow Payment Period, set forth
         in reasonable detail the calculations of Semi-Annual Free Cash Flow for
         such Semi-Annual Free Cash Flow Payment and (B) set forth in

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         reasonable detail the calculation of Consolidated EBITDA for the Test
         Period ended on the last day covered by the respective financial
         statements; and

                           (iv) so long as any of the Securities are
         outstanding, deliver to the Trustee, immediately upon becoming aware of
         any Default or Event of Default under this Indenture, or any default or
         event of default under the Revolving Credit Agreement, an Officer's
         Certificate specifying such Default or Event of Default under this
         Indenture or event of default under the Revolving Credit Agreement,
         as applicable, and what action the Company is taking or proposes to
         take with respect thereto. The Trustee shall not be deemed to have
         knowledge of a Default or an Event of Default unless one of its trust
         officers receives notice of the Default or Event of Default giving rise
         thereto from the Company or any of the Holders.

         Section 5.3. End of Fiscal Years; Fiscal Quarters. JCC Holding shall
cause (a) its, and each of its Subsidiaries', fiscal years to end on December
31, except that, for purposes of the Casino Operating Contract and the Minimum
Payment Guaranty Documents, the fiscal year of the Company shall be deemed to
end on March 31, and (b) its, and each of its Subsidiaries', fiscal quarters to
end on the last day of each March, June, September and December.

         Section 5.4. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 11.2.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of

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any such other office or agency. The Company hereby initially designates the
Corporate Trust Office of the Trustee as such office.

         Section 5.5. Limitation on Restricted Payments. JCC Holding will not,
and will not permit any of its Subsidiaries to, authorize, declare, pay or make
any Restricted Payments, except:

                  (a) any Subsidiary of the Company may make Restricted Payments
         to the Company or any Wholly-Owned Subsidiary of the Company;

                  (b) any Unrestricted Subsidiary may make Restricted Payments
         to JCC Holding or any other Unrestricted Subsidiary;

                  (c) the Company may pay the Management Fees and Minimum
         Payment Guaranty Fees, in each case to the extent permitted by Section
         5.11(c) and (d);

                  (d) the Company may make Distributions to JCC Holding in an
         amount equal to all Permitted Tax Payments to the extent all such
         Distributions pursuant to this clause (d) are promptly (and in any
         event within two Business Days) used by JCC Holding to make payments in
         respect of the tax obligations of the type described in the definition
         of Permitted Tax Payments; provided further, that any refund actually
         received by JCC Holding shall be promptly (in any event within two
         Business Days) returned to the Company (and, if not so returned, shall
         reduce the amount of payments otherwise permitted to be made in the
         future by the Company pursuant to this clause (d));

                  (e) the Company may make to, or on behalf of, JCC Holding
         payments (all of which payments, if made to JCC Holding, shall be used
         by it promptly, and in any event within 10 Business Days, to pay the
         amounts in respect of which such payments were advanced to it pursuant
         to this Section 5.5(e)) to cover administrative, overhead, or holding
         company operating expenses incurred in the ordinary course of business,
         including, without limitation, JCC Holding's reasonable professional
         fees and expenses in connection with complying with its reporting
         obligations and obligations to prepare and distribute business records,
         financial statements, or other documents to any lender or other
         Persons having business dealings with JCC Holding or as may be required
         by law, JCC Holding's costs and related

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<PAGE>   76

         expenses in connection with computation of federal, state, local or
         foreign taxes and other governmental charges, including franchise
         taxes, other than Permitted Tax Payments, indemnification agreements,
         insurance premiums, surety bonds and insurance brokers' fees, JCC
         Holding's expenses for directors', officers' and employees'
         compensation and benefits, rent, office furnishings, fixtures,
         equipment and office supplies and JCC Holding's reasonable expenses,
         including professional fees and expenses in connection with its
         obligations under the Registration Rights Agreements ("Holding Company
         Costs"); provided, that, at such time as any Unrestricted Subsidiary
         (i) is no longer a Subsidiary Guarantor or (ii) has Cash or Cash
         Equivalents through loans, Investments or otherwise (other than from
         JCC Holding or its Subsidiaries) in excess of $1,000,000, such
         Unrestricted Subsidiary shall pay its allocable fair share (as
         determined in good-faith by the Board of Directors of JCC Holding) of
         Holding Company Costs;

                  (f) JCC Holding and any of its Subsidiaries may make payments
         on any loans or advances made pursuant to Section 5.19(d), (e) and,
         subject to compliance with the applicable subordination provisions,
         (f);

                  (g) JCC Holding may purchase or redeem outstanding shares of
         the New Common Stock if no Default or Event of Default then exists or
         would result therefrom to the extent necessary in the good-faith
         judgment of the Board of Directors of JCC Holding to prevent the filing
         of a disciplinary action by the State of Louisiana or the LGCB or to
         prevent the loss or secure the reinstatement of the Casino Operating
         Contract; provided that the aggregate amount spent in connection with
         purchases pursuant to this clause (g) shall in no event exceed
         $5,000,000 and shall be made only from the proceeds of Qualified
         Subordinated Indebtedness permitted to be incurred pursuant to Section
         5.12(g);

                  (h) JCC Development may pay rents to the Company pursuant to
         the Second Floor Sublease; and

                  (i) at any time after any payment is made by any Minimum
         Payment Guarantor pursuant to the terms of a Minimum Payment Guaranty,
         such payment may be reimbursed to the respective Minimum Payment
         Guarantor by the Company and the Company may pay interest thereon in
         accordance with the terms of the relevant Minimum Payment Guaranty
         Documents.

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         Section 5.6. Existence. The Company and the Guarantors shall do or
cause to be done all things necessary to preserve and keep in full force and
effect their existence, rights (charter and statutory) and franchises in
accordance with the respective organizational documents of each of them;
provided, however, that neither the Company nor any Guarantor shall be required
to preserve any right or franchise if (a) the Board of Directors or members, as
applicable, shall determine reasonably and in good faith that the preservation
thereof is no longer desirable in the conduct of the business of the Company or
Subsidiary and (b) the loss thereof is not disadvantageous in any material
respect to the Holders.

         Section 5.7. Payment of Taxes and Other Claims. The Company and each of
the Guarantors shall, and shall cause each of its Subsidiaries to, pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all material taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to taxes)
levied or imposed upon the Company, any Guarantor or any of their Subsidiaries
or upon any of their material properties and assets and (b) all material lawful
claims, whether for labor, materials, supplies, services or anything else, which
have become due and payable and which by law have or may become a Lien upon the
property and assets of the Company, any Guarantor or any of their Subsidiaries;
provided, however, that neither the Company nor any Guarantor shall be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP.

         Section 5.8. Maintenance of Insurance. On the Issue Date, and at all
times thereafter, JCC Holding and its Subsidiaries shall have in effect
customary comprehensive general liability, property and casualty and business
interruption insurance, shall have payment or performance or similar bonds in
place for the Casino, in each case on terms and in an amount reasonably believed
by JCC Holding to be sufficient (taking into account, among other factors, the
creditworthiness of the insurer) to avoid a material adverse change in the
financial condition or results of operation of JCC Holding and its Subsidiaries,
taken as a whole.

         Section 5.9. Reports. Whether or not the Company or any Guarantor is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company and JCC Holding shall file (which filing may be on a
consolidated basis) with the SEC (to the extent permitted under the Exchange
Act) on or prior to the date

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<PAGE>   78

they are or would have been required to file such with the SEC (the "Required
Filing Date"), annual and quarterly consolidated financial statements
substantially equivalent to financial statements that would have been included
in reports filed with the SEC if the Company or JCC Holding, as applicable, were
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by such
reporting entity's certified independent public accountants as such would be
required in such reports to the SEC and, in each case, together with a
management's discussion and analysis of financial condition and results of
operations which would be so required. The Company and JCC Holding shall also
include in such reports, in the case of quarterly reports, the Company's
Consolidated EBITDA with respect to the most recently ended fiscal quarter and,
in the case of annual reports, audited Consolidated EBITDA for the most recently
ended fiscal year. The Company and JCC Holding shall also file all other reports
and information that they are or would have been required with the SEC prior to
the Required Filing Date. The Company and JCC Holding will also provide copies
of such annual and quarterly reports to the Trustee within 30 days after the
Required Filing Date; provided, that the Company and JCC Holding shall not be in
default of the provisions of this Section 5.9 for any failure to file reports
with the SEC solely by refusal by the SEC to accept the same for filing, it
being understood that in such event, such reports shall be delivered to the
Trustee as described herein as if they had been filed with the SEC.

         Section 5.10. Waiver of Stay, Extension or Usury Laws. The Company and
each Guarantor covenant (to the extent that they may lawfully do so) that they
will not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law wherever enacted which would prohibit or forgive the Company or any
Guarantor from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that they may lawfully do so) the Company and each
Guarantor hereby expressly waive all benefit or advantage of any such law
insofar as such law applies to the Securities, and covenant that they shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

         Section 5.11. Transactions with Affiliates. JCC Holding will not, and
will not permit any of its Subsidiaries (other than Unrestricted Subsidiaries)
to, enter into any transaction or series of related transactions with any
Affiliate of JCC Holding or

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<PAGE>   79

any of its Subsidiaries, other than in the ordinary course of business and on
terms and conditions substantially as favorable to JCC Holding or such
Subsidiary as would reasonably be obtained by JCC Holding or such Subsidiary at
that time in a comparable arm's-length transaction with a Person other than an
Affiliate, except that:

                  (a) Restricted Payments may be paid to the extent provided in
         Section 5.5;

                  (b) loans and advances may be made to the extent expressly
         permitted by Sections 5.12(a), (g), and (i), and Investments may be
         made as permitted by Section 5.19(d), (e) and (f), and repayments may
         be made with respect thereto (in each case subject to compliance with
         any applicable subordination provision);

                  (c) the Company may enter into the Management Agreement and
         may pay the Management Fees pursuant thereto as and when due and
         payable in accordance with the terms of the Management Agreement,
         provided, that no payment may be made by JCC Holding, the Company or
         any of their Subsidiaries of the Termination Fee unless and until all
         Securities, together with all interest and other Obligations incurred
         hereunder (as well as any refinancing of any of the foregoing unless it
         is specifically otherwise agreed in the relevant refinancing
         documentation) have been paid in full; provided further, that the
         Termination Fee may be paid directly to Harrah's Management Company
         by a successor manager permitted to act as such without causing any
         Default or Event of Default so long as neither JCC Holding nor any of
         its Subsidiaries incurs any obligation to reimburse such successor
         manager for all or any portion of the Termination Fee so paid; provided
         further, that all Termination Fees shall be subject to the terms of the
         Manager Subordination Agreement;

                  (d) the Company may enter into the Minimum Payment Guaranty
         Documents and may pay the Minimum Payment Guaranty Fees and other costs
         and expenses pursuant thereto, provided, that the Minimum Payment
         Guaranty Fees payable in connection with any extension, successor or
         substitute for the Minimum Payment Guaranty shall be calculated on a
         basis, and be payable at rates, which are not less favorable to the
         Company than the Minimum Payment Guaranty Fees payable by it with
         respect to the Minimum Payment Guaranty as in effect on the Issue Date;
         and

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                  (e) the Company and the Guarantors may enter into and perform
         the Revolving Credit Agreement Documents.

         Section 5.12. Limitation on Incurrence of Additional Indebtedness. JCC
Holding will not, and will not permit any of its Subsidiaries to, contract,
create, incur, assume or suffer to exist any Indebtedness, provided, that the
provisions of this Section 5.12 shall not prevent the creation, incurrence,
assumption or existence of the following (Indebtedness described below is herein
referred to as "Permitted Indebtedness"):

                  (a) Indebtedness incurred pursuant to this Indenture in an
         aggregate principal amount not to exceed (i) $124,520,000 (plus the
         aggregate principal amount of Secondary Securities issued as interest
         in lieu of Cash interest, in each case in accordance with the terms of
         this Indenture to the extent the same may be deemed to be principal),
         less (ii) the aggregate principal amount of all repayments of principal
         of Securities effected after the Issue Date;

                  (b) accrued expenses and trade accounts payable incurred in
         the ordinary course;

                  (c) Indebtedness under Interest Rate Protection Agreements
         relating to Indebtedness otherwise permitted under this Section 5.12;

                  (d) Indebtedness subject to Liens permitted under Section
         5.13(e) or evidenced by Capitalized Lease Obligations, provided, that
         in no event shall the aggregate principal amount of such Indebtedness
         and Capitalized Lease Obligations exceed $10,000,000 (which amount
         shall increase by $5,000,000 on each of the first three anniversaries
         of the Issue Date but on a prospective basis only) at any time
         outstanding;

                  (e) Indebtedness incurred from time to time pursuant to the
         Revolving Credit Agreement Documents so long as the aggregate principal
         amount thereof (for this purpose, including the face amount of all
         outstanding letters of credit and all unpaid drawings with respect
         thereto as principal) at no time outstanding exceeds $35,000,000 and
         complies with the provisions of Section 5.15(b);

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                  (f) Indebtedness of the Company representing reimbursement
         obligations under the Minimum Payment Guaranty Documents, subject to
         compliance with the provisions of Section 5.29;

                  (g) JCC Holding may incur Qualified Subordinated Indebtedness
         not to exceed an aggregate amount of $5,000,000 for the sole purpose of
         Required Regulatory Redemptions;

                  (h) Unrestricted Subsidiaries may incur Indebtedness, provided
         such Indebtedness is expressly non-recourse to JCC Holding, the Company
         and their respective Subsidiaries which are not Unrestricted
         Subsidiaries;

                  (i) JCC Holding and its Subsidiaries may incur Indebtedness to
         the extent expressly permitted under clauses (d), (e) and (f) of
         Section 5.19; and

                  (j) the Company may incur Indebtedness in an amount not to
         exceed $150,000 in connection with charges under credit cards obtained
         from third-party financial institutions for use by employees of the
         Company.

         Section 5.13. Limitation on Liens. JCC Holding will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon or with respect to any property or assets (real or personal, tangible
or intangible) of JCC Holding or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to JCC Holding
or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; provided, that the
provisions of this Section 5.13 shall not prevent the creation, incurrence,
assumption or existence of the following (Liens described below are herein
referred to as "Permitted Liens"):

                  (a) inchoate Liens for taxes, assessments or governmental
         charges, compensation or levies not yet due and payable or Liens for
         taxes, assessments or governmental charges or levies being contested in
         good faith and by appropriate proceedings for which adequate reserves
         have been established in accordance with generally accepted accounting
         principles;

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                  (b) Permitted Encumbrances;

                  (c) Liens created pursuant to the Security Documents;

                  (d) leases or subleases granted by the Company or the
         Unrestricted Subsidiaries to other Persons in the ordinary course of
         business not materially interfering with the conduct of the business of
         the Company or the Unrestricted Subsidiaries, respectively, or
         materially detracting from the value of the assets of the Company or
         the Unrestricted Subsidiaries, respectively;

                  (e) Liens on equipment or machinery subject to Capitalized
         Lease Obligations to the extent permitted by Section 5.12(d), provided,
         that (i) the amount of such Capitalized Lease Obligations outstanding
         at any one time, together with the aggregate principal amount of all
         Indebtedness outstanding at such time and secured by Liens permitted by
         clause (g) of this Section 5.13, shall not exceed that aggregate amount
         permitted by Section 5.12(d), (ii) such Liens only serve to secure the
         payment of Indebtedness arising under such Capitalized Lease Obligation
         and (iii) the Lien encumbering the equipment or machinery giving rise
         to the Capitalized Lease Obligation does not encumber any other asset;

                  (f) Liens (other than any lien imposed by ERISA) incurred or
         deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security in the ordinary course of business;

                  (g) Liens placed upon equipment or machinery used in the
         ordinary course of business of the Company or any Unrestricted
         Subsidiary at the time of acquisition thereof by the Company or the
         Unrestricted Subsidiaries or within 90 days thereafter to secure
         Indebtedness incurred to pay all or a portion of the purchase price
         thereof, provided, that (i) the aggregate outstanding principal
         amount of all Indebtedness secured by Liens permitted by this clause
         (g) at any time, together with the amount of all Capitalized Lease
         Obligations outstanding at such time, shall not exceed that aggregate
         amount permitted by Section 5.12(d) and (ii) in all events, the Lien
         encumbering the equipment or machinery so acquired does not encumber
         any other asset of JCC Holding or any of its Subsidiaries;

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                  (h) easements, rights-of-way, restrictions, encroachments and
         other similar charges or encumbrances, and minor title deficiencies, in
         each case not securing Indebtedness and not materially interfering with
         the conduct of the business of JCC Holding, the Company or the
         Unrestricted Subsidiaries;

                  (i) Liens arising from precautionary UCC financing statement
         filings regarding operating leases entered into by the Company or the
         Unrestricted Subsidiaries in the ordinary course of business;

                  (j) Liens arising out of judgments or awards in respect of
         which JCC Holding, the Company or the Unrestricted Subsidiaries shall
         in good faith be prosecuting an appeal or proceedings for review in
         respect of which there shall have been secured a subsisting stay of
         execution pending such appeal or proceedings, provided, that the
         aggregate amount of all such judgments or awards (and any Cash and the
         fair market value of any property subject to such Liens) does not
         exceed $5,000,000 at any time outstanding;

                  (k) lessor's privileges under leases to which the Company or
         the Unrestricted Subsidiaries is a party;

                  (l) restrictions pursuant to legends on stock required by
         Gaming Regulations and the Casino Operating Contract to the extent such
         restrictions constitute a Lien;

                  (m) restrictions pursuant to the Management Agreement, the
         Casino Lease and the Casino Operating Contract on the granting of any
         security interest in the House Bank and Minimum Balance (each as
         defined in the Management Agreement) and the Reserve Fund;

                  (n) Liens securing Indebtedness of the Unrestricted
         Subsidiaries, in each case so long as such Indebtedness is incurred
         pursuant to, and permitted under, Section 5.12(h) and so long as such
         Liens encumber only the assets of the Unrestricted Subsidiaries;

                  (o) the ownership rights of the State of Louisiana in the
         Louisiana Gross Revenue Share Payments, including the State of
         Louisiana's Interest in Daily Collections, each to the extent granted
         to the State of Louisiana under (and as each such term is defined in)
         the Casino Operating Contract as

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<PAGE>   84

         originally in effect and as modified from time to time in compliance
         with Section 5.15;

                  (p) the Minimum Payment Guaranty Lien shall be permitted; and

                  (q) Liens in respect of property or assets of the Company or
         the Unrestricted Subsidiaries imposed by law, which were incurred in
         the ordinary course of business and do not secure Indebtedness for
         borrowed money, such as carriers', warehousemen's, materialmen's and
         mechanics' liens and other similar Liens arising in the ordinary course
         of business, and (i) which do not in the aggregate materially detract
         from the value of the respective Subsidiary's property or assets or
         materially impair the use thereof in the operation of the business of
         the Company or the Unrestricted Subsidiary, respectively, or (ii) which
         are being contested in good faith by appropriate proceedings, which
         proceedings have the effect of preventing the forfeiture or sale of the
         property or assets subject to any such Lien;

         Section 5.14. Consolidation, Merger, Purchase or Sale of Assets, Etc.
JCC Holding will not, and will not permit any of its Subsidiaries (other than
Unrestricted Subsidiaries) to, wind up, liquidate or dissolve its affairs or
enter into any transaction of merger or consolidation, or convey, sell, lease or
otherwise dispose of (or agree to do any of the foregoing at any future time)
all or substantially all of its property or assets, or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business) of any Person, except
that:

                  (a) Capital Expenditures by the Company shall be permitted in
         accordance with the provisions of Section 5.18;

                  (b) Investments may be made to the extent permitted by Section
         5.19;

                  (c) the Company may lease (as lessor) portions of the Casino
         for retail, restaurant and other ancillary uses so long as all such
         leases (i) do not in the aggregate detract from the gaming operations
         of the Casino in any material respect, (ii) are permitted by the Casino
         Operating Contract, the Casino Lease, the Gaming Regulations and
         applicable zoning and conditional uses and (iii) are subordinate and
         subject to the Company Mortgage;

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<PAGE>   85

                  (d) the Company may lease (as lessee) real or personal
         property so long as any such lease does not create a Capitalized Lease
         Obligation (other than as permitted under Section 5.12);

                  (e) HET, or any of its Subsidiaries, so long as HET or its
         respective Subsidiary owns 90% of more of the common stock of JCC
         Holding, may merge with or into JCC Holding so long as (i) no Default
         or Event of Default exists at the time of such merger or immediately
         thereafter giving effect thereto and (ii) the surviving corporation
         enters into such agreements, in form and substance reasonably
         satisfactory to the Trustee, affirming that it assumes all obligations
         of JCC Holding under the Guaranty and the relevant Security Documents,
         and takes all action necessary or desirable to maintain the perfection
         and priority of all security interests created under such Security
         Documents; and

                  (f) the Company may make dispositions pursuant to Section 4.3
         (a)(i), (ii) and (iii) hereof.

To the extent any Collateral is sold as permitted by this Section 5.14, such
Collateral (unless sold to JCC Holding or a Subsidiary of JCC Holding) shall be
sold free and clear of the Liens created by the Security Documents, and the
Collateral Agent shall be authorized to take any actions (and shall take such
actions) as it deems appropriate in order to effect the release of the
respective Collateral from the Liens created by the respective Security
Documents.

         Section 5.15. Limitation on Payments of Certain Indebtedness,
Modifications of Certain Indebtedness, Modifications of Certificate of
Incorporation, By-laws and Certain Other Agreements, Etc.

                  (a) JCC Holding will not, and will not permit any of its
         Subsidiaries to, (i) make (or give any notice in respect of) any
         voluntary or optional payment or prepayment on or redemption or
         acquisition for value of, any Securities except in accordance with the
         provisions of this Indenture, (ii) amend, modify or permit the
         amendment or modification of any provision of the Minimum Payment
         Guaranty Documents, except for such amendments or modifications that
         are Permitted Amendments, (iii) amend or modify, or permit the
         amendment or modification of, any provision of its certificate of
         incorporation, by-laws or other applicable organization documents, the

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         Casino Lease, the Casino Operating Contract or the Management
         Agreement, except such amendments, modifications or changes which are
         not adverse to the interests of the Company and do not impose material
         restrictions on the Company, (iv) amend, modify or permit the amendment
         or modification of the Manager Subordination Agreement, or (v) amend or
         modify, or permit the amendment or modification of, the Revolving
         Credit Agreement Documents, except (A) such amendments, modifications
         or changes which are not adverse to the interests of the Company (and
         do not increase the pricing pursuant to the Revolving Credit Agreement
         Documents) and do not impose material restrictions on the Company and
         (B) a replacement working capital loan facility for the Revolving
         Credit Agreement may be entered into in accordance with the
         provisions of subsection (b) of this Section 5.15.

                  (b) Notwithstanding anything to the contrary contained in
         clause (v) of subsection of (a) of this Section 5.15, JCC Holding and
         the Company may, in accordance with their obligations pursuant to the
         Revolving Credit Agreement, use their commercially reasonable efforts
         following the six-month anniversary of the Effective Date to identify
         and obtain a working capital loan facility (with a lender or lenders
         other than HET and its Affiliates) to replace and refinance the
         Revolving Obligations, which working capital loan facility shall
         contain such terms and conditions (including, without limitation, fees,
         pricing, representations, warranties, covenants and events of default)
         that are market terms and conditions for a company engaged in the
         casino and gaming business similar to the Company and with a credit
         quality similar to the Company; provided, that (i) at the time of the
         entering into of any such replacement working capital loan facility,
         the Consolidated Interest Coverage Ratio for the Test Period last ended
         shall equal or exceed 2.0:1.0, (ii) at the time of the entering into of
         any such replacement working capital loan facility and immediately
         after giving effect thereto, no Default or Event of Default shall be in
         existence and (iii) such replacement working capital loan facility (A)
         shall have been approved by a majority of all the members of JCC
         Holding's Board of Directors who are not Affiliates of HET or were
         nominated by HET or its Affiliates, (B) shall not require any payment
         of interest or fees (excluding the up-front fees referenced in
         following clause (C)) in amounts greater than those provided in the
         Revolving Credit Agreement as in effect on the Issue Date, except that
         interest rates and letter of credit fees may be increased (if on market
         terms and conditions) by not more than 25 basis points (0.25%) from the
         respective rates of interest and letter of credit fees as provided in
         the Revolving Credit

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         Agreement as in effect on the Issue Date, (C) shall not contain upfront
         fees of greater than 2.5% of the total loan facility, (D) shall provide
         a total committed working capital loan facility (on a substantially
         similar basis to the Revolving Credit Agreement as in effect on the
         Issue Date) in an amount equal to $35,000,000, (E) shall have a
         maturity date not earlier than the Revolving Loan Maturity Date (as
         defined in the Revolving Credit Agreement as originally in effect)
         and (F) shall not have any mandatory or scheduled repayments in
         excess of, or sooner than, the repayments required under the Revolving
         Credit Agreement as originally in effect.

         Section 5.16. Listing of Securities. The Company covenants and agrees
that (a) it will, as promptly as practicable, use its best efforts to cause the
Securities to be listed on the New York Stock Exchange, American Stock Exchange
or, if permitted, NASDAQ and (b) it shall provide to each Holder (i) written
notice 10 Business Days prior to registering the Securities, or any of its
common stock, under Section 12 of the Exchange Act and (ii) written notice of
such registration upon the date of registration.

         Section 5.17. Compliance with Environmental Laws.

                  (a) The Company and each of the Guarantors will comply, in all
         material respects with all Environmental Laws applicable to the
         ownership or use of its Real Property now or hereafter owned or
         operated by the Company or any of the Guarantors, will within a
         reasonable time period pay or cause to be paid all costs and expenses
         incurred in connection with such compliance and will keep or cause to
         be kept all such Real Property free and clear of any Liens imposed
         pursuant to such Environmental Laws, except as could not reasonably be
         expected to have a material adverse effect, singly or in the aggregate,
         on the properties, business, results of operations, financial
         condition, business affairs or prospects of the Company (a "Material
         Adverse Effect"). Except as could not reasonably be expected to have a
         Material Adverse Effect, neither the Company nor any Guarantor will
         generate, use, treat, store, release or dispose of, or permit the
         generation, use, treatment, storage, release or disposal of Hazardous
         Materials on any Real Property now or hereafter owned or operated by
         the Company or any Guarantor, or transport or permit the transportation
         of Hazardous Materials to or from any such Real Property except for
         Hazardous Materials used or stored at any such Real Properties in
         material compliance with all applicable Environmental Laws

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         and reasonably required in connection with the operation, use and
         maintenance of any such Real Property.

                  (b) At the written request of the Trustee or the Holders of a
         majority in aggregate principal amount of the Securities at the time
         outstanding, which request shall specify in reasonable detail the
         basis therefor, at any time and from time to time, the Company will
         provide, at its expense, an environmental site assessment report
         concerning any Real Property now or hereafter owned or operated by the
         Company or any Guarantor, prepared by an environmental consulting firm
         approved by the Trustee, indicating the presence or absence of
         Hazardous Materials and the potential cost of any removal or remedial
         action in connection with any Hazardous Materials on such Real
         Property; provided, that such request may be made only if (i) there has
         occurred and is continuing an Event of Default, (ii) the Trustee or the
         Holders of a majority in aggregate principal amount of the Securities
         at the time outstanding reasonably believe that the Company or any such
         Guarantor or any such Real Property is not in material compliance with
         any Environmental Law, or (iii) circumstances exist that reasonably
         could be expected to form the basis of a material Environmental Claim
         against the Company or any such Guarantor or any such Real Property. If
         the Company fails to provide the same within 90 days after such request
         was made, the Trustee may order the same, and the Company and any such
         Guarantor shall grant and hereby grant to the Trustee and its agents
         access to such Real Property and specifically grant the Trustee an
         irrevocable non-exclusive license, subject to the rights of tenants, to
         undertake such an assessment, all at the Company's expense.

         Section 5.18. Capital Expenditures. JCC Holding will not, and will not
permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, make
Capital Expenditures, except:

                  (a) the Company may make Capital Expenditures with funds
         deposited in the Reserve Fund in accordance with the requirements of
         the Management Agreement;

                  (b) the Company may make Capital Expenditures in excess of the
         funds deposited in the Reserve Fund in an amount not to exceed
         $10,000,000; provided, that (except as provided in the immediately
         succeeding proviso) such funds shall be used solely to make
         improvements to the Casino, as

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<PAGE>   89

         permitted by the LGCB, for the exclusive purposes of adding food
         service facilities in the Casino; provided further, that (i) up to but
         not more than, $250,000 of the $10,000,000 of Capital Expenditures
         permitted by this clause (b) may be allocated to Capital Expenditures
         related to limousine services and (ii) up to but not more than
         $2,000,000 of the $10,000,000 of Capital Expenditures permitted by
         this clause (b) may be allocated to Capital Expenditures (other than in
         connection with food services facilities and limousine services) in
         connection with the Casino; and

                  (c) the Company may make Capital Expenditures with Insurance
         and Condemnation Proceeds to replace or restore the Casino on account
         of loss, physical destruction, condemnation or damage to the Casino in
         accordance with Section 4.4.

         Section 5.19. Advances, Investments and Loans. JCC Holding will not,
and will not permit any of its Subsidiaries to, directly or indirectly, make any
Investment, except that the following shall be permitted:

                  (a) JCC Holding and its Subsidiaries may acquire and hold Cash
         and Cash Equivalents, it being understood and agreed that the
         provisions of this clause (a) do not authorize JCC Holdings or any of
         its Subsidiaries to transfer Cash or Cash Equivalents to any other such
         Person;

                  (b) JCC Holding and its Subsidiaries may acquire and hold
         accounts receivable owing to any of them, if created or acquired in the
         ordinary course of business and payable or dischargeable in accordance
         with customary terms;

                  (c) JCC Holding and its Subsidiaries may enter into Interest
         Rate Protection Agreements to the extent permitted in Section 5.12(c);

                  (d) JCC Holding may make Investments in the Company (so long
         as all such Investments in the Company are common equity investments)
         and the Unrestricted Subsidiaries from the net cash proceeds of
         issuances of Qualified Equity Interests of JCC Holding;

                  (e) the Company may make loans to any Unrestricted Subsidiary
         (other than an Unrestricted Subsidiary which has been released from its
         Subsidiary Guaranty pursuant to Section 10.5, which has transferred
         assets

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         pursuant to the provisions of Section 10.5(b), or which is a Subsidiary
         of any Unrestricted Subsidiary described in this parenthetical), to (i)
         pay property and franchise taxes, if any, and (ii) to pay
         pre-development and/or development costs; provided that (A) no
         amounts shall be loaned pursuant to the foregoing provisions of this
         cause (e) more than three Business Days before the date of the use of
         such amounts by the respective Unrestricted Subsidiary to make the
         payments in respect of which the loans are being made and (B) the
         aggregate amount of loans made for the purposes described in this
         clause (e) shall not exceed, in the aggregate, $1,500,000 in any fiscal
         year (with the amount so loaned in each case to determined without
         regard to any write-downs or write-offs in respect of the amounts so
         loaned); provided that any amounts up to $1,000,000 not spent in fiscal
         year ended December 31, 2001 may be carried over to fiscal year ended
         December 31, 2002; and

                  (f) the Unrestricted Subsidiaries may make Investments in JCC
         Holding or any Unrestricted Subsidiaries, provided, that any loans or
         advances to JCC Holding shall be subordinated pursuant to an
         agreement substantially in the form attached hereto as Exhibit L.

         Section 5.20. Limitation on Certain Restrictions on Subsidiaries. JCC
Holding will not, and will not permit any of its Subsidiaries (other than
Unrestricted Subsidiaries) to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any encumbrance or restriction on the
ability of any such Subsidiary to (a) pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits owned by JCC Holding or any Subsidiary of JCC Holding, or pay any
Indebtedness owed to the Company or a Subsidiary of the Company, (b) make loans
or advances to the Company or any of the Company's Subsidiaries or (c) transfer
any of its properties or assets to the Company, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) the
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of the Company or a Subsidiary of the
Company and (iv) customary provisions restricting assignment of any licensing
agreement entered into by the Company or a Subsidiary of the Company in the
ordinary course of business.

         Section 5.21. Business.

                  (a) JCC Holding will engage in no business other than its
         ownership of the Equity Interests in the Company and the Unrestricted
         Subsidiaries

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         (except activities associated therewith and with its rights and
         obligations otherwise permitted pursuant to this Indenture and not
         prohibited by the Casino Operating Contract, the Casino Lease, the
         Gaming Regulations or applicable zoning and conditional uses).

                  (b) The Company will not, and will not permit any of its
         Subsidiaries to, engage (directly or indirectly) in any business
         other than the operation of the Casino and the sublease and
         development of the Second Floor and the businesses ancillary thereto.

                  (c) JCC Development will not, and will not permit any of its
         Subsidiaries to, engage (directly or indirectly) in any business other
         than the leasing (and subleasing) and development of the Second Floor
         and the businesses ancillary thereto.

         Section 5.22. Additional Security and Further Assurances.

                  (a) JCC Holding will, and will cause each of its Subsidiaries
         to, grant to the Collateral Agent security interests, pledge
         agreements, mortgages and amendments or supplements thereto
         (collectively, an "Additional Mortgage") in such Real Property or
         other assets (including, without limitation, leasehold interests) of
         JCC Holding or any of its Subsidiaries as are not covered by the
         Security Documents, to the extent acquired after the Issue Date (but in
         any event excluding the Specified Real Estate after the release thereof
         from the Mortgages in accordance with the terms thereof), and as may be
         requested from time to time by the Collateral Agent (each such Real
         Property an "Additional Mortgaged Property"). All such Additional Mort-
         gages shall be granted pursuant to documentation substantially in the
         form of the applicable Security Document executed on the Issue Date or
         in such other form as is reasonably satisfactory to the Collateral
         Agent and shall constitute valid and enforceable perfected Liens that
         are, except to the extent subject to then existing Liens permitted by
         Section 5.13 at the time of such perfection, superior to and prior to
         the rights of all third Persons and subject to no other Liens. The
         Additional Mortgages or instruments related thereto shall have been
         duly recorded or filed in such manner and in such places as are
         required by law to establish, perfect, preserve and protect the Liens
         in favor of the Collateral Agent required to be granted pursuant to the
         Additional Mortgages and all taxes, fees and other charges payable in
         connection therewith shall

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         have been paid in full. All Additional Mortgages shall be Shared
         Security Documents as defined in the Intercreditor Agreement.

                  (b) JCC Holding will, and will cause each of its Subsidiaries
         to, make, execute, endorse, acknowledge, file and/or deliver to the
         Collateral Agent from time to time such vouchers, invoices, schedules,
         confirmatory assignments, conveyances, financing statements, transfer
         endorsements, powers of attorney, certificates (including estoppel
         certificates from the RDC in respect of the Casino Lease), real
         property surveys, reports and other assurances or instruments
         (collectively, the "Additional Security Documents") and take such
         further steps relating to the Collateral covered by any of the Security
         Documents as the Collateral Agent may reasonably require pursuant to
         this Section 5.22. Furthermore, JCC Holding shall cause to be delivered
         to the Collateral Agent such opinions of counsel, title insurance and
         other related documents as may be reasonably requested by the
         Collateral Agent to assure itself that this Section 5.22 has been
         complied with. All Additional Security Documents shall be Shared
         Security Documents as defined in the Intercreditor Agreement.

                  (c) JCC Holdings agrees that each action required by Section
         5.22(a) or (b) shall be completed as soon as possible, but in no event
         later than 30 days after such action is requested to be taken by the
         Collateral Agent.

         Section 5.23. Notices. The Company shall at all times (i) maintain the
registration of the Collateral Agent as the Registered Leasehold Mortgagee under
(and as defined in) the Casino Operating Contract, (ii) provide the RDC with the
notice address for the Collateral Agent under (and as defined in) the Casino
Lease and (iii) cause a copy or will deliver a copy of any notice provided by
the LGCB or the RDC to the Collateral Agent to be delivered at the same time to
the Trustee.

         Section 5.24. Minimum Consolidated EBITDA. The Company will not permit
Consolidated EBITDA for any Test Period ended after March 31, 2003 to be less
than $1.00.

         Section 5.25. Limitation on Issuance of Equity Interests. (a) JCC
Holding shall not issue any Equity Interest, except Qualified Equity Interests,
and (b) JCC Holding will not permit the Company to issue any Equity Interests
(including by way of sales of treasury stock) or any options or warrants to
purchase, or securities

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convertible into Equity Interests, except for issuances to JCC Holding where the
respective Equity Interests have been pledged, and delivered to the Collateral
Agent for pledge, pursuant to the Pledge Agreement.

         Section 5.26. Limitation on Creation of Subsidiaries. The Company will
not establish, create or acquire any Subsidiaries, except that the Company may
form one or more Wholly-Owned Subsidiaries to operate certain ancillary and
support functions in connection with the Casino.

         Section 5.27. Casino Manager. Neither JCC Holding nor the Company will
permit any Person, other than Harrah's Management Company, to act as the
"manager" or in a similar capacity with respect to the Casino, provided, that
(A) any other Wholly-Owned Subsidiary of HET may be substituted for Harrah's
Management Company as the casino manager so long as at least 30 days prior
written notice thereof has been given to the Trustee and the Holders and, during
the 30 days after the giving of such notice, neither the Trustee nor the
Required Holders have objected in writing to the substitution, and no Default or
Event of Default exists at the time of such substitution, and (B) the "manager"
of the Casino may be replaced pursuant to a Permitted Termination; provided
further, that in the event of any replacement of a manager pursuant to the
preceding proviso, (i) all necessary regulatory and other approvals (including,
without limitation, all approvals required of any relevant Gaming Authorities)
shall have been obtained in connection with such substitution, (ii) after giving
effect to the substitution, there shall be no conflict with any applicable
law, rule, regulation or contract applicable to JCC Holding or its Subsidiaries,
the Casino or the new manager, and (iii) any successor manager shall have
assumed all obligations pursuant to all relevant contracts (including, without
limitation, the Management Agreement and the Manager Subordination Agreement)
pursuant to documentation in form and substance reasonably satisfactory to the
Trustee.

         Section 5.28. Separateness from Unrestricted Subsidiaries. JCC Holding,
the Company and each of their Subsidiaries which is not an Unrestricted
Subsidiary shall conduct its business and operations in accordance with the
following provisions:

                  (a) maintain books and records and bank accounts separate from
those of the Unrestricted Subsidiaries;

                  (b) maintain its bank accounts and all its other assets
separate from those of the Unrestricted Subsidiaries;

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                  (c) hold itself out to creditors and the public as a legal
entity separate and distinct from the Unrestricted Subsidiaries;

                  (d) provide appropriate disclosure in the footnotes to the
financial statements of JCC Holding regarding Unrestricted Subsidiaries;

                  (e) except as expressly permitted by this Indenture, allocate
and charge fairly and reasonably any common employee or overhead shared with any
of the Unrestricted Subsidiaries;

                  (f) except as expressly permitted by this Indenture, transact
all business with Unrestricted Subsidiaries on an arm's-length basis and enter
into transactions with Unrestricted Subsidiaries only on a commercially
reasonable basis;

                  (g) conduct business in its own name and use separate
stationery, invoices and checks;

                  (h) not commingle its assets or funds with those of any
Unrestricted Subsidiary;

                  (i) not assume, guarantee (directly or indirectly) or pay the
Indebtedness of any Unrestricted Subsidiary;

                  (j) except as expressly permitted by this Indenture, pay its
own liabilities and expenses only out of its own funds, and not pay any
liabilities and expenses of any of the Unrestricted Subsidiaries;

                  (k) except as expressly permitted by this Indenture, pay
salaries of its own employees from its own funds, and not pay salaries of the
employees of any Unrestricted Subsidiary;

                  (1) not hold out its credit as being available to satisfy the
obligations of any Unrestricted Subsidiary;

                  (m) not pledge its assets for the benefits of any Unrestricted
Subsidiary; and

                  (n) correct any known misunderstanding regarding its identity
as being separate from the Unrestricted Subsidiary.

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<PAGE>   95

                  Furthermore, each of JCC Holding and the Company will, and
will cause each of its Subsidiaries (including Unrestricted Subsidiaries) to,
satisfy customarily corporate or limited liability company formalities, as the
case may be, including the holding of regular board of directors', shareholders'
and/or members' meetings, as appropriate, or action by directors, shareholders
or members without a meeting and the maintenance of company offices and records.
Additionally, neither JCC Holding nor any of its Subsidiaries shall take any
action, or conduct its affairs in a manner, which is likely to result in the
separate legal existence of any Unrestricted Subsidiary being ignored, or in the
assets and liabilities of JCC Holding or any of its Subsidiaries being
substantively consolidated with those of any Unrestricted Subsidiary in a
bankruptcy, reorganization or other insolvency proceeding.

         Section 5.29. Limitation on Certain Outstanding Obligations. JCC
Holding and the Company will not permit the sum of the items described in the
following clauses (a) through (d) to exceed $20,000,000 at any time outstanding:

                  (a) the aggregate amount of all unpaid reimbursement and other
         payment obligations pursuant to the Minimum Payment Guaranty Documents
         (but excluding contingent obligations in respect to amounts not yet
         drawn or made available pursuant to the Minimum Payment Guaranty) which
         have been waived, deferred or not paid when due pursuant to the terms
         of the Minimum Payment Guaranty Documents as in effect on the Issue
         Date and, without duplication, the amount of all outstanding loans and
         advances made or deemed made pursuant to the Minimum Payment Guaranty
         Documents and all accrued and unpaid interest thereon;

                  (b) the aggregate amount of unpaid obligations under the
         Management Agreement (or any replacement agreement or agreements),
         which have been waived, deferred or not paid when due pursuant to the
         terms of the Management Agreement (without giving effect to any waiver
         or modification thereto);

                  (c) the aggregate amount of interest and fees accrued or
         accruing pursuant to the Revolving Credit Agreement Documents which
         have been waived, deferred or otherwise not paid on a timely basis
         pursuant to the terms of the Revolving Credit Agreement Documents as in
         effect on the Issue Date (or, in the case of any replacement Revolving
         Credit Agreement with a lender other than HET and any of its
         Affiliates, as in effect on date of the entering into thereof in
         accordance with the relevant requirements of Section 5.15(b)); and

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<PAGE>   96

                  (d) any other amounts (excluding trade payables in the
         ordinary course which do not remain unpaid more than 90 days after the
         respective trade payable came into existence, and principal and unpaid
         drawings under the Revolving Credit Agreement Documents to the extent
         permitted to be outstanding pursuant to Section 5.12(e)) owing to HET
         or any of its Subsidiaries by JCC Holding, the Company or any of their
         Subsidiaries (excluding Unrestricted Subsidiaries which have been
         released from their, or are not party to any, Guaranty).

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

         Section 6.1. Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be caused voluntarily or involuntarily or
effected, without limitation, by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (a) the failure by the Company to pay any installment of
         interest on the Securities as and when due and payable and the
         continuance of any such failure for 10 days;

                  (b) the failure by the Company to pay all or any part of the
         principal, or premium, if any, on the Securities when and as the same
         become due and payable at maturity, redemption, by acceleration or
         otherwise, including, without limitation, failure to pay any Event
         Offer Price;

                  (c) any representation, warranty or statement made by or on
         behalf of JCC Holding or any of its Subsidiaries herein or in any
         Security Document or in any certificate delivered pursuant hereto or
         thereto shall prove to be untrue in any material respect on the date as
         of which made or deemed made;

                  (d) failure of JCC Holding or any Subsidiary of JCC Holding to
         comply with (i) any provision of Section 5.11, which failure continues
         for 30 days, (ii) any provision of Section 5.12(f) or 5.29, which
         failure continues for five days, or (iii) any provision of any of
         Sections 5.5, 5.12 (other than 5.12(f)), 5.13, 5.14, 5.15, 5.18, 5.19,
         5.24, 5.25 and 5.27;

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<PAGE>   97

                  (e) except as otherwise provided herein, the failure by the
         Company or any Guarantor to observe or perform any other covenant or
         agreement contained in this Indenture and the continuance of such
         failure for a period of 30 days after written notice is given to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in aggregate principal amount of the Securities then
         outstanding;

                  (f) the filing by the Parent Guarantor, the Company, any
         Subsidiary of the Company, or any Significant Subsidiary of the Parent
         Guarantor (in each case, a "Debtor") of a petition commencing a
         voluntary case under Section 301 of title 11 of the United States Code,
         or the commencement by a Debtor of a case or proceeding under any other
         Bankruptcy Law seeking the adjustment, restructuring or discharge of
         the debts of such Debtor, or the liquidation of such Debtor, including
         without limitation the making by a Debtor of an assignment for the
         benefit of creditors; or the taking of any corporate action by a Debtor
         in furtherance of or to facilitate, conditionally or otherwise, any of
         the foregoing;

                  (g) the filing against a Debtor of a petition commencing an
         involuntary case under Section 303 of title 11 of the United States
         Code, with respect to which case (i) such Debtor consents or fails to
         timely object to the entry of, or fails to seek the stay and dismissal
         of, an order of relief, (ii) an order for relief is entered and is
         pending and unstayed on the 60th day after the filing of the petition
         commencing such case, or if stayed, such stay is subsequently lifted so
         that such order for relief is given full force and effect, or (iii) no
         order for relief is entered, but the court in which such petition was
         filed has not entered an order dismissing such petition by the 60th day
         after the filing thereof; or the commencement under any other
         Bankruptcy Law of a case or proceeding against a Debtor seeking the
         adjustment, restructuring, or discharge of the debts of such Debtor, or
         the liquidation of such Debtor, which case or proceeding is pending
         without having been dismissed on the 60th day after the commencement
         thereof;

                  (h) the entry by a court of competent jurisdiction or by the
         Regulating Authority of a judgment, decree or order appointing a
         receiver, liquidator, trustee, custodian or assignee of a Debtor or of
         the property of a Debtor, or directing the winding up or liquidation of
         the affairs or property of a Debtor, and (i) such Debtor consents or
         fails to timely object to the entry of, or fails to seek the stay and
         dismissal of, such judgment, decree, or order, or (ii) such judgment,

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         decree or order is in full force and effect and is not stayed on the
         60th day after the entry thereof, or, if stayed, such stay is
         thereafter lifted so that such judgment, decree or order is given full
         force and effect;

                  (i) (i) JCC Holding, the Company or any of their Subsidiaries
         (other than Unrestricted Subsidiaries of JCC Holding) shall (A) default
         in any payment of any Indebtedness (other than the Indenture
         Obligations) beyond the period of grace, if any, provided in the
         instrument or agreement under which such Indebtedness was created or
         (B) default in the observance or performance of any agreement or
         condition relating to any Indebtedness (other than the Indenture
         Obligations) or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness (or a trustee or agent on behalf of such holder or
         holders) to cause (determined without regard to whether any notice is
         required), any such Indebtedness to become due prior to its stated
         maturity; provided, that in the case of the Revolving Credit Agreement
         Documents only, such failure as described above in this clause (B)
         shall have continued unremedied (i.e., has not been cured or waived)
         for 30 days or more, or (ii) any Indebtedness (other than the Indenture
         Obligations) of JCC Holding or any of its Subsidiaries shall be
         declared to be due and payable, or required to be prepaid other than by
         a regularly scheduled required prepayment, prior to the stated maturity
         thereof; provided, that it shall not be a Default or an Event of
         Default under this Section 6.1(i) unless the aggregate principal amount
         of all Indebtedness as described in preceding clauses (i) and (ii) is
         at least $5,000,000;

                  (j) final unsatisfied judgments not covered by insurance
         aggregating in excess of $15,000,000, at any one time rendered against
         JCC Holding, the Company, any Subsidiary of the Company, or any
         Significant Subsidiary of JCC Holding and not stayed, bonded or
         discharged for any period of 60 consecutive days;

                  (k) the loss of the legal right of the Company to operate slot
         machines at the Casino for gaming activities and such loss continuing
         for more than 90 days;

                  (l) a failure to comply with the provisions of the Security
         Documents and the continuance of such failure to comply for a period
         of 30 days after written notice is given to the Company by the Trustee
         or to the Company and the

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         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Securities outstanding; provided, that if such failure to comply
         materially and adversely affects (i) the Collateral, (ii) the priority
         or perfection of the security interests purported to be created with
         respect to any material portion of the Collateral or (iii) the rights
         and remedies of the Collateral Agent, the Trustee or the respective
         Secured Creditors in respect of any material portion of the Collateral,
         then the failure to comply need only continue after the applicable cure
         period specified in the applicable Security Document;

                  (m) any Security Document fails to become or ceases to be in
         full force and effect (other than in accordance with its terms or the
         terms hereof) or ceases (once effective) to create in favor of the
         Collateral Agent, with respect to any material amount of Collateral, a
         valid and perfected Lien on the Collateral (except to the extent a
         valid and perfected Lien on the Collateral is not required at such time
         under the terms of the Security Documents) to be covered thereby
         (unless a prior or exclusive Lien is specifically permitted by this
         Indenture);

                  (n) there shall occur and be continuing (i) a Termination
         Event under any Lease or the Casino Operating Contract, or (ii) a
         default or an event of default by the Company or any of its
         Subsidiaries as described and defined in any of the Leases or the
         Casino Operating Contract, or (iii) any event or condition which could,
         either immediately or with the giving of notice or lapse of time or
         both, enable any party to any Lease or the Casino Operating Contract
         other than the Company or any of its Subsidiaries to terminate or
         suspend its obligations under such Lease or the Casino Operating
         Contract, or (iv) a breach by the Company or any of its Subsidiaries of
         any term, covenant or agreement contained in any Lease or the Casino
         Operating Contract, or if, in the case of this clause (iv), in the
         determination of the Required Holders, such breach could reasonably be
         expected to have a material adverse effect on either the business,
         operations, property, assets, liabilities, condition (financial or
         otherwise) or prospects of the Company and its Subsidiaries taken as a
         whole, and if such Termination Event or other event or condition
         described in the preceding clause (i), (ii), (iii) or (iv) (each, a
         "Project Default") remains uncured for 30 days after the occurrence
         thereof; provided, that (A) except as provided in the following clause
         (B), if (1) such Project Default cannot be cured within such 30-day
         period, (2) such Project Default is susceptible of cure by the Company,
         (3) the Company is proceeding with diligence and in good faith to cure
         such Project Default, (4) the existence of such Project Default does
         not impair the Liens on the Collateral or any leasehold interest in
         Collateral and (5) the Trustee shall

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<PAGE>   100
         have received a certificate of the Company stating what action the
         Company is taking to cure such Project Default, then, the time within
         which such Project Default may be cured shall be extended to such date,
         not to exceed a total of 120 days after the occurrence of such Project
         Default, as shall be necessary for the Company diligently to cure such
         Project Default and, (B) notwithstanding anything to the contrary
         contained above, there shall be no grace period, and it shall be an
         immediate Event of Default, if any of the Leases or Casino Operating
         Contracts are the subject of a Termination Event of the type described
         in clause (b) of the definition thereof;

                  (o) a Change of Control shall occur;

                  (p) any Gaming Authority having jurisdiction over the Casino
         shall determine that JCC Holding, any of its respective Subsidiaries or
         Affiliates or Harrah's Management Company (or the then manager of the
         Casino), as the case may be, to the extent that any of the foregoing
         Persons are required to be found suitable under the Gaming Regulations,
         does not qualify, or that a required suitability finding or license
         (including, without limitation, the Casino Operating Contract) of any
         of them with respect to the Casino should be revoked, not renewed or
         suspended for more than 10 days, or any such Gaming Authority shall
         have appointed a conservator, supervisor or trustee to oversee any of
         the operations of the Company (except, with respect to the foregoing,
         if (i) any such failure to be found suitable timely shall have been
         appealed by JCC Holding or any of its respective Subsidiaries or
         Affiliates or Harrah's Management Company (or the then manager of the
         Casino), as the case may be, and any such determination is stayed or
         otherwise does not prevent continued gaming operations at the Casino or
         (ii) such failure to be found suitable is cured within any applicable
         cure periods, and does not prevent continued gaming operations at the
         Casino, or (iii) in the case of unsuitability of Harrah's Management
         Company, a successor manager of the Casino shall have been obtained in
         accordance with the requirements of Section 5.27 without interruption
         of gaming operations;

                  (q) unless no Minimum Payment Guaranty is required by the
         Casino Operating Contract, at any time (i) the Minimum Payment Guaranty
         shall expire in accordance with its terms, unless a substitute or
         successor guarantor assumes all obligations of the Minimum Payment
         Guarantor in accordance with the requirements of the Casino Operating
         Contract and without causing an Event of Default under following clause
         (iii), or (ii) any other event shall occur with

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         respect to the Minimum Payment Guaranty, in each case which occurrence
         permits (or requires) the termination of the Casino Operating Contract,
         or (iii) any Person other than HET or HOC becomes a substitute or
         successor guarantor providing a Minimum Payment Guaranty, unless such
         substitute or successor guarantor meets all requirements contained in
         the Casino Operating Contract and executes documentation in favor of
         the Trustee and the Collateral Agent which is substantially the same as
         the documentation (including, without limitation, the Intercreditor
         Agreement) entered into by the Minimum Payment Guarantor on or prior
         the Issue Date;

                  (r) any Guaranty or any provision thereof shall cease to be a
         legal, valid and binding obligation enforceable against the obligor
         thereof, or any Guarantor shall default in its due performance of any
         term, covenant or agreement on its part to be performed or observed
         pursuant to its Guaranty, or any default or event of default under, and
         as defined in, a Guaranty shall be in existence;

                  (s) (i) the Manager Subordination Agreement or any provision
         thereof shall cease to be a legal, valid and binding obligation
         enforceable against any party thereto who has agreed to subordinate any
         obligations pursuant thereto, or any such party shall default in the
         due performance of any term, covenant or agreement on its part to be
         performed or observed pursuant to the Manager Subordination Agreement,
         or (ii) at any time there shall be any manager of the Casino which has
         not executed and delivered to the Trustee a counterpart to the Manager
         Subordination Agreement or an assumption of the obligations of Harrah's
         Management Company thereunder in accordance with the requirements of
         Section 5.27; or

                  (t) the Management Agreement (or any successive management
         agreement entered into with a new manager of the Casino appointed in
         accordance with the provisions of 5.27) or any material provision
         thereof shall cease to be in full force and effect or an Event of
         Default (as defined in the Management Agreement) or any substantially
         similar event, however defined, in any amended or replacement
         Management Agreement, shall have occurred.

         Section 6.2. Acceleration of Maturity Date; Rescission and Annulment.
If an Event of Default other than an Event of Default specified in Section
6.1(f), (g) or (h) with respect to JCC Holding or the Company, occurs and is
continuing, then, and in every such case, unless the principal of all of the
Securities shall have already become

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<PAGE>   102

due and payable, either the Trustee or the Holders of not less then 50% in
aggregate principal amount of then outstanding Securities, by a notice in
writing to the Company (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all of the principal of the Securities,
determined as set forth below, together with accrued interest thereon, to be due
and payable immediately. If an Event of Default specified in Section 6.1(f), (g)
or (h) occurs with respect to JCC Holding or the Company, all principal of,
premium applicable to, and accrued interest on, the Securities shall be
immediately due and payable on all outstanding Securities without any
declaration or other act on the part of the Trustee or the Holders.

         At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of not less
than 50% (66 and 2/3% in the case of an Event of Default solely as a result of a
breach of the obligations set forth in Section 5.24) in aggregate principal
amount of then outstanding Securities, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences and may
waive, on behalf of all Holders, an Event of Default or an event which with
notice or lapse of time or both would become an Event of Default if:

                  (a) the Company has paid or deposited with the Trustee a sum
         sufficient to pay:

                           (i) all overdue interest on all Securities;

                           (ii) principal of (and premium, if any, applicable
         to) any Securities which would become due otherwise than by such
         declaration of acceleration, and interest thereon at the rate borne by
         the Securities;

                           (iii) to the extent that payment of such interest is
         lawful, interest upon overdue interest at the rate borne by the
         Securities;

                           (iv) all sums paid or advanced by the Trustee
         hereunder and the compensation, expenses, disbursements and advances of
         the Trustee, its agents and counsel; and

                  (b) all Events of Default, other than the nonpayment of
         amounts which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 6.12.

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<PAGE>   103


Notwithstanding the previous sentence of this Section 6.2, no rescission,
amendment or waiver shall be effective for any Event of Default or event which
with notice or lapse of time or both would be an Event of Default with respect
to any covenant or provision which cannot be modified or amended without the
consent of the Holder of each outstanding Security, unless all such affected
Holders agree, in writing, to rescind such acceleration or waive such Event of
Default or event. No such waiver shall cure or waive any subsequent default or
impair any right consequent thereon.

         Section 6.3. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if an Event of Default in payment of
principal, premium or interest specified in Section 6.1(a) and (b) occurs and is
continuing, the Company shall, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and interest, and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal
and on any overdue interest, at the rate borne by the Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including compensation to, and expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         Section 6.4. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee, irrespective
of whether the principal of the

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<PAGE>   104

Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest shall be
entitled and empowered, by intervention in such proceeding or otherwise to take
any and all actions under the TIA, including:

                  (a) to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Securities
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agent and counsel) and of the Holders
         allowed in such judicial proceeding; and

                  (b) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         Section 6.5. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust in favor of the Holders, and any
recovery of judgment shall, after provision for the payment of compensation to,
and expenses, disbursements and advances of the Trustee, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

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<PAGE>   105

         Section 6.6. Priorities. Subject to the express provisions of the
Intercreditor Agreement and Section 4.6, any money or other property collected
by the Trustee pursuant to this Article VI shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or other property on account of principal or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the Trustee in payment of all amounts due pursuant
to Section 7.7;

                  SECOND: To the Holders in payment of the amounts then due and
unpaid for principal of, and interest on, the Securities in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and interest, respectively; and

                  THIRD: To whomsoever may be lawfully entitled thereto, the
remainder, if any.

         Section 6.7. Limitation on Suits. No Holder of any Security shall have
any right to order or direct the Trustee to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

                  (a) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;

                  (b) the Holders of not less than 50% in principal amount of
         then outstanding Securities shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

                  (c) such Holder or Holders have offered to the Trustee
         reasonable security or indemnity against the costs, expenses and
         liabilities to be incurred or reasonably probable to be incurred in
         compliance with such request;

                  (d) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

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<PAGE>   106

               (e) no direction inconsistent with such written request has been
       given to the Trustee during such 60-day period by the Holders of a
       majority in principal amount of the outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

       Section 6.8. Unconditional Right of Holders to Receive Principal and
Interest. Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and interest on, such Security on the
Maturity Dates of such payments as expressed in such Security (in the case of
Required Regulatory Redemption, the Redemption Price on the applicable
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

       Section 6.9. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in Section 2.8, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

       Section 6.10. Delay or Omission Not Waiver. No delay or omission by the
Trustee or by any Holder of any Security to exercise any right or remedy arising
upon any Event of Default shall impair the exercise of any such right or remedy
or constitute a waiver of any such Event of Default. Every right and remedy
given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

         Section 6.11. Control by Holders. Subject to the terms of the
Intercreditor Agreement with respect to actions taken under the Security
Documents, the Holder or


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<PAGE>   107

Holders of a majority in aggregate principal amount of then outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred upon the Trustee; provided, that:

               (a) such direction shall not be in conflict with any rule of law
       or with this Indenture;

               (b) the Trustee shall not determine that the action so directed
       would be unjustly prejudicial to the Holders not taking part in such
       direction; and

               (c) the Trustee may take any other action deemed proper by the
       Trustee which is not inconsistent with such direction.

       Section 6.12. Waiver of Past Default. Subject to Section 6.8, the Holder
or Holders of not less than 50% in aggregate principal amount of the outstanding
Securities may, by written notice to the Trustee on behalf of all Holders, prior
to the declaration of acceleration of the maturity of the Securities, waive any
past default hereunder and its consequences, except a default:

               (a) in the payment of the principal of, premium, if any, or
       interest on, any Security as specified in clauses (a) and (b) of
       Section 6.1; or

               (b) in respect of a covenant or provision hereof which, under
       Article IX, cannot be modified or amended without the consent of the
       Holder of each outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair the exercise of any right arising therefrom.

        Section 6.13. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by its acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted to be taken by it
as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party


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<PAGE>   108

litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 6.13 shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of
the outstanding Securities, or to any suit instituted by any Holder for
enforcement of the payment of principal of, or premium (if any) or interest on,
any Security on or after the Maturity Date of such Security.

       Section 6.14. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every case, subject to any determination in such proceeding, the Company, the
Guarantors, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                                  ARTICLE VII

                                    TRUSTEE

       The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

       Section 7.1. Duties of Trustee.

               (a) If a Default or an Event of Default has occurred and is
       continuing, the Trustee shall exercise such of the rights and powers
       vested in it by this Indenture and use the same degree of care and skill
       in their exercise as a prudent person would exercise or use under the
       circumstances in the conduct of his own affairs.

               (b) Except during the continuance of a Default or an Event of
       Default, the Trustee need perform only those duties as are specifically
       set forth in this Indenture and no others, and no covenants or
       obligations shall be implied in or read into this Indenture which are
       adverse to the Trustee.

In the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates


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<PAGE>   109

or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.

               (c) The Trustee may not be relieved from liability for its own
       negligent action, its own negligent failure to act or its own willful
       misconduct, except that:

                      (i)  this paragraph does not limit the effect of clause
       (b) of this Section 7.1;

                      (ii) at the expense of the Company, the Trustee shall
       comply with any order or directive of a Gaming Authority that the Trustee
       submit an application for any license, finding of suitability or other
       approval pursuant to any Gaming Law and will cooperate fully and
       completely in any proceeding related to such application, provided,
       however, that in the event the Trustee in its reasonable judgment
       determines that complying with such order or directive would subject it
       or its officers or directors to unreasonable or onerous requirements,
       the Trustee may, at its option, resign as Trustee in lieu of complying
       with such order or directive; and provided further, that no resignation
       shall become effective until a successor Trustee is appointed and
       delivers a written acceptance in accordance with Section 7.8 hereof;

                      (iii) the Trustee shall not be liable for any error of
       judgment made in good faith by a Trust Officer, unless it is proved that
       the Trustee was negligent in ascertaining the pertinent facts; and

                      (iv) the Trustee shall not be liable with respect to any
       action it takes or omits to take in good faith in accordance with a
       direction received by it pursuant to Section 6.11.

               (d) No provision of this Indenture shall require the Trustee to
       expend or risk its own funds or otherwise incur any financial liability
       in the performance of any of its duties hereunder or to take or omit to
       take any action under this Indenture or at the request, order or
       direction of the Holders or in the exercise of any of its rights or
       powers if it shall have reasonable grounds for believing that repayment
       of such funds or adequate indemnity against such risk or liability is not
       reasonably assured to it.


                                       98
<PAGE>   110

               (e) Every provision of this Indenture that in any way relates to
        the Trustee is subject to clauses (a), (b), (c), (d) and (f) of this
        Section 7.1.

               (f) The Trustee shall not be liable for interest on any assets
        received by it except as the Trustee may agree in writing with the
        Company. Assets held in trust by the Trustee need not be segregated from
        other assets except to the extent required by law.

               (g) The Trustee shall furnish to each Person who so requests in
        writing, and who states therein that it is a beneficial Holder of 5% or
        more of the outstanding Securities, a copy of the Confidentiality
        Agreement.

         Section 7.2. Rights of Trustee. Subject to Section 7.1:

               (a) The Trustee may rely on any document believed by it to be
        genuine and to have been signed or presented by the proper Person. The
        Trustee need not investigate any fact or matter stated in the document.

               (b) Before the Trustee acts or refrains from acting, it may
        consult with counsel and may require an Officer's Certificate or an
        Opinion of Counsel, which shall conform to Sections 11.4 and 11.5. The
        Trustee shall not be liable for any action it takes or omits to take in
        good faith in reliance on such certificate or opinion.

               (c) The Trustee may act through its attorneys and agents and
        shall not be responsible for the misconduct or negligence of any agent
        appointed with due care.

               (d) The Trustee shall not be liable for any action it takes or
        omits to take in good faith which it believes to be authorized or within
        its rights or powers conferred upon it by this Indenture or the TIA.

               (e) The Trustee shall not be bound to make any investigation into
        the facts or matters stated in any resolution, certificate, statement,
        instrument, opinion, notice, request, direction, consent, order, bond,
        debenture, or other paper or document, but the Trustee, in its
        discretion, may make such further inquiry or investigation into such
        facts or matters as it may see fit.


                                       99
<PAGE>   111


               (f) The Trustee shall be under no obligation to exercise any of
       the rights or powers vested in it by this Indenture at the request, order
       or direction of any of the Holders, pursuant to the provisions of this
       Indenture, unless such Holders shall have offered to the Trustee
       reasonable security or indemnity against the costs, expenses and
       liabilities which may be incurred therein or thereby.

               (g) The Trustee shall have no duty to inquire as to the
       performance of the Company's covenants in Article V. In addition, the
       Trustee shall not be deemed to have knowledge of any Default or Event of
       Default except (i) any Event of Default occurring pursuant to Section
       6.1(a) or 6.1(b) or (ii) any Default or Event of Default of which the
       Trustee shall have received written notification or obtained actual
       knowledge.

               (h) Unless otherwise specifically provided for in this Indenture,
       any demand, request, direction or notice from the Company shall be
       sufficient if signed by an Authorized Representative of the Company.

       Section 7.3. Individual Rights of Trustee. The Trustee in its individual
capacity may become the owner or pledgee of any of the Securities, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company, any Guarantor, any of their
respective Subsidiaries, or their respective Affiliates with the same rights it
would have if it were not Trustee; provided, however, that the Trustee shall use
reasonable good-faith efforts so that it at no time becomes a Revolving Lender;
provided further, that the foregoing proviso shall in no event operate to
prevent the Trustee from acquiring all or any portion of the equity interests in
any other Person which itself is a Revolving Lender (and as a result of which
the Trustee could become a Revolving Lender). Any Agent may do the same with
like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

       Section 7.4. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities and it shall not
be responsible for any statement in the Securities, other than the Trustee's
certificate of authentication, or the use or application of any funds received
by a Paying Agent other than the Trustee.

       Section 7.5. Notice of Default. If a Default that is not an Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder notice of the uncured Default within 90 days
after such Default occurs. If an Event of Default occurs and is continuing and
if it is known to the Trustee, the


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Trustee shall mail to each Securityholder notice of the uncured Event of Default
within the earlier of 30 days after the Trustee learns of such Event of Default
or 90 days after such Event of Default occurs. Except in the case of a Default
in payment of principal of, or interest on, any Security (including the payment
of the Redemption Price on the Redemption Date), the Trustee may withhold the
giving of notice of a Default that is not an Event of Default if and so long as
a committee of Trust Officers in good faith determines that withholding the
notice is in the interests of the Securityholders.

       Section 7.6. Reports by Trustee to Holders. If required by law, within 60
days after each March 30, beginning March 30, 2002, the Trustee shall mail to
each Securityholder a brief report dated on such date that complies with TIA
Section 313(a). If required by law, the Trustee also shall comply with TIA
Sections 313(b) and 313(c).

         The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system. A
copy of each report at the time of its mailing to Securityholders shall be
mailed to the Company and filed with the SEC and each stock exchange, if any, on
which the Securities are listed.

       Section 7.7. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable disbursements, expenses and advances incurred or made
by it. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents, accountants, experts and counsel.

         The Company shall indemnify the Trustee (in its capacity as Trustee)
and each of its officers, directors, attorneys-in-fact and agents for, and hold
it harmless against, any claim, demand, expense (including but not limited to
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel), loss or liability incurred by them without gross negligence, bad faith
or willful misconduct on its part, arising out of or in connection with (a) the
administration of this trust and their rights or duties hereunder including the
reasonable costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder and (b) the actual or alleged presence of Hazardous Materials
in the air, surface water or groundwater or on the surface or subsurface of any
real property owned, leased or at any time operated by the Company or any of its
Subsidiaries, the release, generation, storage, transportation, handling or
disposal of


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Hazardous Materials at any location, whether or not owned or operated by the
Company or any of its Subsidiaries, the non-compliance of any real property with
foreign, federal, state and local laws, regulations, and ordinances (including
applicable permits thereunder) applicable to any real property, or any
environmental claim relating in any way to the Company or any of its
Subsidiaries, their operations, or any real property owned, leased or at any
time operated by the Company or any of its Subsidiaries, including, in each
case, without limitation, the reasonable fees and disbursements of counsel and
other consultants incurred in connection with any such investigation,
litigation, or other proceeding (but excluding any losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence,
bad faith or willful misconduct of the Person to be indemnified). The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall provide reasonable cooperation at the Company's expense in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel; provided, that the Company will not be
required to pay such fees and expenses if it assumes the Trustee's defense and
there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company need not pay for any settlement made
without its written consent. The Company need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its gross negligence, bad faith or willful misconduct.

         To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all assets held or
collected by the Trustee, in its capacity as Trustee, except assets held in
trust to pay principal of or interest on particular Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(f), (g) or (h) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The Company's obligations under this Section 7.7 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article VIII and any rejection or
termination of this Indenture under any Bankruptcy Law.

         Section 7.8. Replacement of Trustee. The Trustee may resign by so
notifying the Company in writing. The Holder or Holders of a majority in
principal amount of the outstanding Securities may remove the Trustee by so
notifying the Company and the


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Trustee in writing and may appoint a successor trustee with the Company's
consent. The Company may remove the Trustee if:

               (a) the Trustee fails to comply with Section 7.10;

               (b) the Trustee is adjudged bankrupt or insolvent;

               (c) a receiver, Custodian, or other public officer takes charge
       of the Trustee or its property; or

               (d) the Trustee becomes incapable of acting. If the Trustee
       resigns or is removed or if a vacancy exists in the office of Trustee
       for any reason, the Company shall promptly appoint a successor Trustee.
       Within one year after the successor Trustee takes office, the Holder or
       Holders of a majority in principal amount of the Securities may appoint a
       successor Trustee to replace the successor Trustee appointed by the
       Company.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the Trustee provided for in Section 7.7 have
been paid, the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided in Section 7.7,
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holder or Holders of at least 10% in principal amount of the outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

         If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.


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       Section 7.9. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the resulting,
surviving or transferee corporation without any further act shall, if such
resulting, surviving or transferee corporation is otherwise eligible hereunder,
be the successor Trustee.

       Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and TIA Section
310(a)(5). The Trustee shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

       Section 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII

                       RIGHT TO REQUIRE REPURCHASE

         Section 8.1. Repurchase of Securities at Option of the Holder upon
Change of Control or Regulatory Redemption Event.

               (a) In the event that a Change of Control or a Regulatory
               Redemption Event (the date on which such event occurs being
               referred to as the "Event Date") occurs, the Company shall be
               required to commence an offer to purchase Securities (each an
               "Event Offer"), and each Holder of Securities shall have the
               right, at such Holder's option, subject to the terms and
               conditions hereof, to require the Company to repurchase all or
               any part (in integral multiples of $1.00) of such Holder's Notes,
               at a Cash price (the "Event Offer Price") equal to 100% of the
               principal amount thereof, plus accrued and unpaid interest, if
               any, to the date of repurchase thereof (the "Event Payment Date")
               in accordance with the following provision.

               (b) In the event that, pursuant to this Section 8.1, the Company
               shall be required to commence an Event Offer, the Company shall
               follow the procedures set forth in this Section 8.1 as follows:


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                       (i) the Event Offer shall commence within 10 Business
        Days following the Event Date;

                       (ii) the Event Offer shall remain open for 20 Business
        Days and no longer, except to the extent that a longer period is
        required by applicable law (the "Event Offer Period");

                       (iii) within five Business Days following the expiration
        of an Event Offer (and in any event not later than 35 Business Days
        following the Event Date), the Company shall purchase all of the
        tendered Securities at the Event Offer Price together with accrued
        interest to the Event Payment Date;

                       (iv) if the Event Payment Date is on or after an interest
        payment record date and on or before the related interest payment date,
        any accrued interest will be paid to the Person in whose name a Security
        is registered at the close of business on such record date, and no
        additional interest will be payable to Holders who tender Securities
        pursuant to the Event Offer and who are paid on the Event Payment Date;

                       (v) the Company shall provide the Trustee with notice of
        the Event Offer at least five Business Days before the commencement of
        any Event Offer; and

                       (vi) on or before the commencement of any Event Offer,
        the Company or the Trustee (upon the request and at the expense of the
        Company) shall send, by first-class mail, a notice to each of the
        Holders, which (to the extent consistent with this Indenture) shall
        govern the terms of the Event Offer and shall state:

                           (1)      that the Event Offer is being made pursuant
                                    to this Section 8.1;

                           (2)      the Event Offer Price (including the amount
                                    of accrued and unpaid interest), the Event
                                    Payment Date and the Event Put Date (as
                                    defined below);


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                           (3)      that any Security or portion thereof not
                                    tendered or accepted for payment will
                                    continue to accrue interest;

                           (4)      that, unless (a) the Company defaults in
                                    depositing Cash with the Paying Agent
                                    (which may not for purposes of this Section
                                    8.1, notwithstanding anything in this
                                    Indenture to the contrary, be the Company or
                                    any Affiliate of the Company) in accordance
                                    with the last paragraph of this clause (b)
                                    or (b) such Event Payment (an "Event
                                    Payment")is prevented for any reason, any
                                    Security or portion thereof accepted for
                                    payment pursuant to the Event Offer shall
                                    cease to accrue interest after the Event
                                    Payment Date;

                           (5)      that Holders electing to have a Security, or
                                    portion thereof, purchased pursuant to an
                                    Event Offer will be required to surrender
                                    the Security, with the form entitled "Option
                                    of Holder to Elect Purchase" on the reverse
                                    of the Security completed, to the Paying
                                    Agent (which may not for purposes of this
                                    Section 8.1, notwithstanding anything in
                                    this Indenture to the contrary, be the
                                    Company or any Affiliate of the Company) at
                                    the address specified in the notice prior to
                                    the close of business on the fifth Business
                                    Day prior to the Event Payment Date (the
                                    "Event Put Date");

                           (6)      that Holders will be entitled to withdraw
                                    their elections, in whole or in part, if the
                                    Paying Agent (which, for purposes of this
                                    Section 8.1, notwithstanding any other
                                    provision of this Indenture, may not be the
                                    Company or an Affiliate of the Company)
                                    receives, up to the close of business on the
                                    Event Put Date, a telegram, telex, facsimile
                                    transmission or letter setting forth the
                                    name of the Holder, the principal amount of
                                    the Securities the Holder is withdrawing and
                                    a statement that


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<PAGE>   118

                                    such Holder is withdrawing his election to
                                    have such principal amount of Securities
                                    purchased; and

                           (7)      a brief description of the events resulting
                                    in such Change of Control or Required
                                    Regulatory Redemption.

               No later than 12:00 noon, New York City Time, on an Event Payment
Date, the Company shall (i) accept for payment Securities or portions thereof
properly tendered pursuant to the Event Offer prior to the close of business on
the Event Put Date, (ii) irrevocably deposit with the Paying Agent Cash
sufficient to pay the Event Offer Price (including accrued and unpaid interest)
of all Securities so tendered and (iii) deliver to the Trustee Securities so
accepted together with an Officer's Certificate listing the Securities or
portions thereof being purchased by the Company. The Paying Agent shall on the
Event Payment Date pay to the Holders of Securities so accepted an amount equal
to the Event Offer Price (including accrued and unpaid interest), and the
Trustee shall promptly authenticate and mail or deliver to such Holders a new
Security equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof.

                                  ARTICLE IX

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

        Section 9.1. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holder, the Company and any Guarantor, when authorized by
Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, or may amend, modify or
supplement the Securities, this Indenture, the Intercreditor Agreement, or any
of the Security Documents, in a form reasonably satisfactory to the Trustee and
the Company, for any of the following purposes:

               (a) to cure any ambiguity, defect or inconsistency, or to make
       any other provisions with respect to matters or questions arising under
       this Indenture which shall not be inconsistent with the provisions of
       this Indenture, provided such action pursuant to this clause (a) shall
       not adversely affect the rights or interests of any Holder in any
       respect;


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               (b) to add to the covenants of the Company for the benefit of the
       Holders, or to surrender any right or power herein conferred upon the
       Company or to make any other change that does not adversely affect the
       rights or interests of any Holder; provided, that the Company has
       delivered to the Trustee an Opinion of Counsel stating that such change
       does not adversely affect the rights or interests of any Holder;

               (c) to provide for additional collateral for or additional
       Guarantors of the Securities;

               (d) to provide for uncertificated Securities in addition to or
       in place of certificated Securities;

               (e) to evidence the succession of another Person to the Company,
       and the assumption by any such successor of the obligations of the
       Company and the Securities, in each case without releasing the Company
       from any obligations hereunder; or

               (f) to comply with the requirements of the TIA (which have not
       been, or are not permitted to be, waived herein).

       Section 9.2. Amendments, Supplemental Indentures and Waivers with Consent
of Holders. Subject to Section 6.8 and the last sentence of this paragraph, with
the consent of the Holders of not less than 50% in aggregate principal amount of
then outstanding Securities, by written act of said Holders delivered to the
Company and the Trustee, the Company and any Guarantor, when authorized by Board
Resolutions, and the Trustee may amend or supplement any of the Security
Documents, the Intercreditor Agreement, this Indenture or the Securities or
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of any of the Security Documents, the Intercreditor Agreement, this
Indenture or the Securities or of modifying in any manner the rights of the
Holders under any of the Security Documents, the Intercreditor Agreement, this
Indenture or the Securities. Subject to Section 6.8 and the last sentence of
this paragraph, the Holder or Holders of a majority in aggregate principal
amount of then outstanding Securities may waive compliance by the Company or any
Guarantor with any provision of any of the Security Documents, the Intercreditor
Agreement, this Indenture or the Securities. Notwithstanding the foregoing
provisions of this Section 9.2, no such amendment, supplemental indenture or
waiver shall, (i) without the consent of


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Holders of not less than 66 and 2/3% in aggregate principal amount of
outstanding Securities (determined in accordance with the special rules for this
purpose provided in Section 2.10) amend, modify or waive the provisions of
Section 5.24 and the defined terms as used therein, (ii) without the consent of
Holders of not less than 75% in aggregate principal amount of outstanding
Securities, amend, modify or waive the provisions of Article VIII, and the
defined terms as used therein and (iii) without the consent of the Holder of
each outstanding Security affected thereby:

               (a) change the Stated Maturity of any Security;

               (b) reduce the principal amount of any Security;

               (c) reduce the rate or extend the time for payment of interest on
       any Security;

               (d) make the principal of, or the interest on, any Security
       payable with anything or in any manner other than as provided for in this
       Indenture and the Securities as in effect on the Issue Date;

               (e) make any changes in Section 6.8 or this third sentence of
       this Section 9.2 (except, in the case of this third sentence, to add any
       additional provision of this Indenture to this sentence);

               (f) reduce any Purchase Price;

               (g) make any changes in the provisions concerning waivers of
       Defaults or Events of Default by Holders of the Securities or change the
       percentage of principal amount of Securities whose Holders must consent
       to an amendment, supplement or waiver of any provision of this Indenture
       or the Securities (except to increase any required percentage) or make
       any changes in the provisions concerning the rights of Holders to
       recover the principal of, interest on, or redemption payment with
       respect to, any Security; or

               (h) make the Securities subordinated in right of payment to any
        extent or under any circumstances to any other indebtedness.

         It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.


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         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.

         After an amendment, supplement or waiver under this Section 9.2 or 9.4
becomes effective, it shall bind each Holder, subject to the limitations set
forth above.

         In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

         Section 9.3. Compliance with TIA. Every amendment, waiver or supplement
of this Indenture or the Securities shall comply with the requirements of the
TIA as then in effect, it being understood and agreed that, to the maximum
extent permitted by the TIA, the provisions of Section 2.10 shall be given full
force and effect for all purposes of determining whether the holders of the
requisite percentage of outstanding securities have given any consent pursuant
to this Article IX.

         Section 9.4. Revocation and Effect of Consents. Until an amendment,
waiver or supplement becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of his Security by written notice to the Company or the Person
designated by the Company as the Person to whom consents should be sent if such
revocation is received by the Company or such Person before the date on which
the Trustee receives an Officer's Certificate certifying that the Holders of the
requisite principal amount of Securities have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be


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<PAGE>   122

entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (a)
through (h) of Section 9.2, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
(or a portion of the same) debt as the consenting Holder's Security with respect
to which a consent was given; provided, that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal and premium of
and interest on a Security, on or after the respective dates set for such
amounts to become due and payable expressed in such Security, or to bring suit
for the enforcement of any such payment on or after such respective dates.

         Section 9.5. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee or require the Holder to
put an appropriate notation on the Security. The Trustee may place an
appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Company or the Trustee so determine, the
Company in exchange for the Security shall issue, the Guarantors shall endorse
and the Trustee shall authenticate a new Security that reflects the changed
terms. Any failure to make the appropriate notation or to issue a new Security
shall not affect the validity of such amendment, supplement or waiver.

         Section 9.6. Trustee to Sign Amendments, Etc. The Trustee shall execute
any amendment, supplement or waiver authorized pursuant to this Article IX,
provided, that the Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee's own rights, duties
or immunities under this Indenture. The Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of any amendment, supplement or waiver authorized pursuant to this
Article IX is authorized or permitted by this Indenture.

         Section 9.7. Consent to Certain Amendments of the Ground Lease;
Trustee's Actions. To the extent required under the Ground Lease, the Trustee,
on behalf of the Holders, hereby waive its right to consent or shall be
authorized to waive its consent, as the case may be, to any future amendment,
modification or change of such Ground


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Lease, and any and all other leases now or hereafter subject to the Mortgages,
provided, that:

                  (a) such amendment, modification or change would not (i) have
         a material adverse effect on the Collateral, (ii) have a material
         adverse effect on the rights of the Holders or the Collateral Agent
         under the Ground Lease or such other lease, as the case may be; or
         (iii) materially increase the payment obligations under the Ground
         Lease, or such other lease, as the case may be; and

                  (b) contemporaneously with the execution of such amendment,
         modification or change, the Collateral Agent shall receive, at no cost
         to the Holders or the Collateral Agent, an endorsement to the
         mortgagee's title insurance policy insuring the Mortgages, assuring (i)
         that such amendment does not impair or invalidate the lien of the
         Mortgages and (ii) that such amendment does not affect the coverage
         afforded by the above-referenced title insurance policy.

         Except as set forth above, the Trustee may request the consent and
approval of the Holders as a condition to giving any consent or approval under
the Ground Lease, or any other lease or the Casino Operating Contract and shall
have no responsibility or liability for failing to give any such consent or
approval absent direction from the Holders.

                                    ARTICLE X

                                    GUARANTY

         Section 10.1. Guaranty.

                  (a) In consideration of good and valuable consideration, the
         receipt and sufficiency of which are hereby acknowledged, and subject
         to clause (d) below, each of the Guarantors hereby irrevocably and
         unconditionally guarantees (the "Guaranty") to each Holder of a
         Security authenticated and delivered by the Trustee and to the Trustee
         and its successors and assigns, irrespective of the validity and
         enforceability of this Indenture, the Securities or the obligations of
         the Company under this Indenture or the Securities, that: (i) the
         principal and premium (if any) of and interest on the Securities will
         be paid in full when due, whether at the maturity or Interest Payment
         Date, by acceleration, redemption (including, without limitation, any
         Required


                                      112
<PAGE>   124

         Regulatory Redemption), upon any Event Offer, or otherwise; (ii) all
         other obligations of the Company to the Holders or the Trustee under
         this Indenture or the Securities will be promptly paid in full or
         performed, all in accordance with the terms of this Indenture and the
         Securities; and (iii) in case of any extension of time of payment or
         renewal of any Securities or any of such other obligations, they will
         be paid in full when due or performed in accordance with the terms of
         the extension or renewal, whether at maturity, by acceleration,
         redemption (including, without limitation, any Required Regulatory
         Redemption), upon any Event Offer, or otherwise. Failing payment when
         due of any amount so guaranteed for whatever reason, each Guarantor
         shall be obligated to pay the same before failure so to pay becomes an
         Event of Default.

                  (b) Each Guarantor hereby agrees that its obligations with
         regard to this Guaranty shall be unconditional, irrespective of the
         validity, regularity or enforceability of the Securities or this
         Indenture, the absence of any action to enforce the same, any delays in
         obtaining or realizing upon or failures to obtain or realize upon
         collateral, the recovery of any judgment against the Company, any
         action to enforce the same or any other circumstances that might
         otherwise constitute a legal or equitable discharge or defense of a
         Guarantor. Each Guarantor hereby waives diligence, presentment, demand
         of payment, filing of claims with a court in the event of insolvency or
         bankruptcy of the Company, any right to require a proceeding first
         against the Company or right to require the prior disposition of the
         assets of the Company to meet its obligations, protest, notice and all
         demands whatsoever and covenants that this Guaranty will not be
         discharged except by complete performance of the obligations contained
         in the Securities and this Indenture.

                  (c) If any Holder or the Trustee is required by any court or
         otherwise to return to either the Company or any Guarantor, or any
         Custodian, Trustee, or similar official acting in relation to the
         Company or such Guarantor, any amount paid by the Company or such
         Guarantor to the Trustee or such Holder, this Guaranty, to the extent
         theretofore discharged, shall be reinstated in full force and effect.
         Each Guarantor agrees that it will not be entitled to any right of
         subrogation in relation to the Holders in respect of any obligations
         guaranteed hereby until the principal of, premium, if any, and interest
         on all Securities issued hereunder shall have been paid in full. Each
         Guarantor further agrees that, as between such Guarantor, on the one
         hand, and the Holders and the Trustee, on the other hand, (i) the
         maturity of the obligations guaranteed hereby may be accelerated as
         provided in Section 6.2 for the purposes of this Guaranty,



                                      113
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         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration as to the Company of the obligations guaranteed
         hereby, and (ii) in the event of any declaration of acceleration of
         those obligations as provided in Section 6.2, those obligations
         (whether or not due and payable) will forthwith become due and payable
         by each of the Guarantors for the purpose of this Guaranty.

                  (d) It is the intention of each Guarantor and the Company that
         the obligations of each Guarantor hereunder shall be, but not in excess
         of, the maximum amount permitted by applicable law. Accordingly, if the
         obligations in respect of the Guaranty would be annulled, avoided or
         subordinated to the creditors of the Guarantor by a court of competent
         jurisdiction in a proceeding actually pending before such court as a
         result of a determination both that such Guaranty was made without fair
         consideration and, immediately after giving effect thereto, or at the
         time that any demand is made thereupon, such Guarantor was insolvent or
         unable to pay its debts as they mature or left with an unreasonably
         small capital, then the obligations of such Guarantor under such
         Guaranty shall be reduced by such an amount, if any, that would result
         in the avoidance of such annulment, avoidance or subordination;
         provided, however, that any reduction pursuant to this paragraph shall
         be made in the smallest amount as is necessary to reach such result.
         For purposes of this paragraph, "fair consideration," "insolvency,"
         "unable to pay its debts as they mature," "unreasonably small capital"
         and the effective times of reductions, if any, required by this
         paragraph shall be determined in accordance with applicable law.

                  (e) Each Guarantor shall be subrogated to all rights of the
         Holders against the Company under the Securities, this Indenture or the
         Security Documents in respect of any amounts paid by such Guarantor
         pursuant to the provisions of such Guaranty or this Indenture;
         provided, however, that the Guarantor shall not be entitled to enforce
         or to receive any payments arising out of, or based upon, such right of
         subrogation until the principal of, premium, if any, and interest on
         all Securities issued hereunder shall have been paid in full.

         Section 10.2. Parent Guaranty.

                  (a) In consideration of good and valuable consideration, the
         receipt and sufficiency of which are hereby acknowledged, and subject
         to subsection (d) below, the Parent Guarantor hereby irrevocably and
         unconditionally guarantees (the "Parent Guaranty" and, together with
         the Guaranty of the Parent Guarantor,



                                      114
<PAGE>   126

         the "Parent Guaranties") to each holder of a Subsidiary Guaranty and to
         the Trustee and its successors and assigns, irrespective of the
         validity and enforceability of the Subsidiary Guaranties or the
         obligations of any of the Subsidiaries under the Subsidiary Guaranties,
         that all obligations of each of the Subsidiaries to the Holders or the
         Trustee under the Subsidiary Guaranties will be promptly paid in full
         or performed, all in accordance with the terms of the various
         Subsidiary Guaranties.

                  (b) The Parent Guarantor hereby agrees that its obligations
         with regard to this Parent Guaranty shall be unconditional,
         irrespective of the validity, regularity or enforceability of the
         Subsidiary Guaranties or this Indenture, the absence of any action to
         enforce the same, any delays in obtaining or realizing upon or failures
         to obtain or realize upon collateral, the recovery of any judgment
         against any Subsidiary, any action to enforce the same or any other
         circumstances that might otherwise constitute a legal or equitable
         discharge or defense of any Subsidiary under the Subsidiary Guaranties.
         The Parent Guarantor hereby waives diligence, presentment, demand of
         payment, filing of claims with a court in the event of insolvency or
         bankruptcy of any Subsidiary, any right to require a proceeding first
         against any Subsidiary or right to require the prior disposition of the
         assets of any Subsidiary to meet its obligations, protest, notice and
         all demands whatsoever and covenants that this Parent Guaranty will not
         be discharged except by complete performance of the obligations of the
         Subsidiaries under the Subsidiary Guaranties.

                  (c) If any Holder or the Trustee is required by any court or
         otherwise to return to any Subsidiary, or any Custodian, Trustee, or
         similar official acting in relation to such Subsidiary, any amount paid
         by such Subsidiary to the Trustee or such Holder, this Parent Guaranty,
         to the extent theretofore discharged, shall be reinstated in full force
         and effect. The Parent Guarantor agrees that it will not be entitled to
         any right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until the principal of, premium, if any,
         and interest on all Securities issued hereunder shall have been paid in
         full. The Parent Guarantor further agrees that, as between such
         Subsidiary, on the one hand, and the Holders and the Trustee, on the
         other hand, (i) the maturity of the obligations guaranteed hereby may
         be accelerated as provided in Section 6.2 for the purposes of this
         Parent Guaranty, notwithstanding any stay, injunction or other
         prohibition preventing such acceleration as to any Subsidiary of the
         obligations guaranteed hereby, and (ii) in the event of any declaration
         of acceleration of those obligations as provided in Section 6.2, those


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         obligations (whether or not due and payable) will forthwith become due
         and payable by the Parent Guarantor for the purpose of this Parent
         Guaranty.

                  (d) It is the intention of the Parent Guarantor and the
         Subsidiaries that the obligations of the Parent Guarantor hereunder
         shall be, but not in excess of, the maximum amount permitted by
         applicable law. Accordingly, if the obligations in respect of the
         Parent Guaranty would be annulled, avoided or subordinated to the
         creditors of the Parent Guarantor by a court of competent jurisdiction
         in a proceeding actually pending before such court as a result of a
         determination both that the Parent Guaranty was made without fair
         consideration and, immediately after giving effect thereto, or at the
         time that any demand is made thereupon, the Parent Guarantor was
         insolvent or unable to pay its debts as they mature or left with an
         unreasonably small capital, then the obligations of the Parent
         Guarantor under the Parent Guaranty shall be reduced by such an amount,
         if any, that would result in the avoidance of such annulment, avoidance
         or subordination; provided, however, that any reduction pursuant to
         this paragraph shall be made in the smallest amount as is necessary to
         reach such result. For purposes of this paragraph, "fair
         consideration," "insolvency," "unable to pay its debts as they mature,"
         "unreasonably small capital" and the effective times of reductions, if
         any, required by this paragraph shall be determined in accordance with
         applicable law.

                  (e) The Parent Guarantor shall be subrogated to all rights of
         the Holders against the Subsidiaries under the Subsidiary Guaranties in
         respect of any amounts paid by the Parent Guarantor pursuant to the
         provisions of the Parent Guaranty; provided, however, that the Parent
         Guarantor shall not be entitled to enforce or to receive any payments
         arising out of, or based upon, such right of subrogation until the
         principal of, premium, if any, and interest on all Securities issued
         hereunder shall have been paid in full.

         Section 10.3. Execution and Delivery of Guaranty.

                  (a) To evidence its Guaranty set forth in Section 10.1, each
         Guarantor agrees that a notation referencing such Guaranty shall be set
         forth on the Security.

                       (i) Each Guarantor agrees that its Guaranty set forth in
         Section 10.1 shall remain in full force and effect and apply to all the
         Securities


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         notwithstanding any failure to endorse on each Security a notation of
         such Guaranty.

                      (ii) The delivery of any Security by the Trustee, after
         the authentication thereof hereunder, shall constitute due delivery of
         the Guaranty set forth in this Indenture on behalf of each Guarantor.

                  (b) To evidence the Parent Guaranty set forth in Section 10.2,
         the Parent Guarantor agrees that a notation referencing such Parent
         Guaranty shall be set forth on the Security.

                      (i) The Parent Guarantor agrees that the Parent Guaranty
         set forth in Section 10.2 shall remain in full force and effect and
         apply to each Subsidiary Guaranty notwithstanding any failure to
         endorse on each Subsidiary Guaranty a notation of such Parent Guaranty.

                      (ii) The delivery of any Security shall constitute due
         delivery of the Parent Guaranty set forth in this Indenture on behalf
         of the Parent Guarantor.

         Section 10.4. Future Subsidiary Guarantors. The Company shall cause
each Person that is or becomes a Subsidiary of the Company after the Issue Date
to execute an Indenture supplemental hereto for the purpose of adding such
Subsidiary as a Guarantor hereunder.

         Section 10.5. Release of Guarantors.

                  (a) In the event of a sale or other disposition (to a Person
         other than JCC Holding and its Subsidiaries, and in a transaction
         permitted by this Indenture) of all of the Equity Interests of any
         Subsidiary Guarantor, owned by JCC Holding or its Subsidiaries, by way
         of merger, consolidation or otherwise, then such Guarantor shall be
         released and relieved of any obligations under its Guaranty and all
         security interests in the Equity Interests of such released Guarantor
         shall be released from the security interests created pursuant to the
         Security Documents.

                  (b) In the event any Unrestricted Subsidiary incurs
         Indebtedness for borrowed money (from any Person other than JCC Holding
         or its Subsidiaries) in excess of $2,500,000 for purposes of developing
         real property owned or


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         leased by it, as long as (i) no Default or Event of Default exists at
         the time of such incurrence or immediately after giving effect thereto,
         (ii) such Unrestricted Subsidiary is being released from all other
         direct and indirect guarantees by it of Indebtedness of JCC Holding and
         its Subsidiaries (other than Unrestricted Subsidiaries), and (iii) such
         Unrestricted Subsidiary repays in full in Cash any and all Indebtedness
         to JCC Holding and its Subsidiaries (including, without limitation, all
         amounts theretofore loaned to the respective such Unrestricted
         Subsidiary pursuant to Section 5.19(e), determined without regard to
         any write-downs, write-offs or forgivenesses thereof), then such
         Guarantor shall be released and relieved of any obligations under its
         Guaranty.

                  (c) In the event of the sale or other disposition (in a
         transaction permitted by this Indenture) by any Unrestricted Subsidiary
         of its assets to a Person (other than (x) HET and any Affiliate
         thereof, except to the extent such person constitutes an Affiliate of
         HET solely because of HET's direct or indirect equity interests in JCC
         Holding or (y) JCC Holding or any Wholly-Owned Subsidiary thereof), all
         security interests created pursuant to the Security Documents shall be
         released with respect to such assets, so long as (i) no Default or
         Event of Default exists at the time of such sale or other disposition
         or immediately after giving effect thereto and (ii) such Unrestricted
         Subsidiary repays in full in Cash any and all Obligations to JCC
         Holding and its Subsidiaries (including, without limitation all
         amounts theretofore loaned to the respective such Unrestricted
         Subsidiary pursuant to Section 5.19(e), determined without regard to
         any write-downs, write-offs or forgivenesses thereof). In connection
         with any release of assets pursuant to the provisions of this clause
         (c), it is understood that the respective Unrestricted Subsidiary shall
         remain a party to its Guaranty unless and until otherwise released in
         accordance with the provisions of preceding clauses (a) and/or (b), and
         its Equity Interests, and the assets which continue to be owned by such
         Unrestricted Subsidiary, shall continue to be subject to the applicable
         provisions of the various Security Documents to which it is a party.

                  (d) Notwithstanding anything to the contrary contained above,
         the releases provided in preceding clauses (a), (b) and (c) shall only
         occur upon the delivery by the Company to the Trustee of an Officer's
         Certificate in form and substance reasonably satisfactory to the
         Trustee, and subject to the Trustee's right to request an Opinion of
         Counsel pursuant to Section 11.4, certifying the relevant facts
         described above and certifying in reasonable detail the releases which
         shall occur in accordance with the provisions of Section 10.5(a), (b)
         or


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         (c), as the case may be. As described in preceding clauses (a), (b) and
         (c), (i) in cases where preceding clause (a) or (b) is applicable, the
         Guaranty of the respective Unrestricted Subsidiary shall be released,
         (ii) in cases where preceding clause (a) or (b) is applicable, the
         respective released Unrestricted Subsidiary shall also be released from
         the Security Documents to which it is a party (and the assets of the
         respective Unrestricted Subsidiary shall likewise be released
         therefrom), (iii) in cases where preceding clause (a) is applicable,
         the Equity Interests in the respective released Unrestricted Subsidiary
         shall be released from the security interests created pursuant to the
         Security Documents and (iv) in cases where preceding clause (c) is
         applicable, only the assets being sold or disposed of to the respective
         Person described in preceding clause (c) shall be released from the
         security interests created pursuant to the Security Documents. Each
         Officer's Certificate delivered pursuant to this clause (d) shall
         contain a certification of all relevant facts permitting (and the
         satisfaction of all conditions to) the releases described in the
         respective clause of this Section 10.5. Following its receipt of the
         documentation described above in this clause (d), the Trustee shall
         execute any documents reasonably required in order to effect the
         releases contemplated above in this Section 10.5.

         Section 10.6. When the Guarantor May Merge, Etc. No Guarantor shall
consolidate with or merge with or into any other Person, unless:

                  (a) either the Company or a Guarantor shall be the continuing
         Person, or the Person (if other than the Company or a Guarantor) formed
         by such consolidation or into which the Guarantor is merged or to which
         the assets of the Guarantor are transferred shall be a corporation
         organized and validly existing under the laws of the United States or
         any State thereof or the District of Columbia and shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form reasonably satisfactory to the Trustee, all the
         obligations of such Guarantor under the Guaranty and/or Parent
         Guaranty, as applicable, and this Indenture;

                  (b) such transaction complies with the relevant requirements
         of Section 5.14 and immediately after giving effect to such
         transaction, no Event of Default, and no event or condition which,
         after notice or lapse of time or both, would become an Event of
         Default, shall have occurred and be continuing; and

                  (c) the Guarantor has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, sale,


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         conveyance or lease and such supplemental indenture comply with this
         Section and that all conditions precedent herein provided for relating
         to such transaction have been complied with.

         Upon any consolidation or merger, the successor corporation formed by
such consolidation or into which the Guarantor is merged or to which such
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Guarantor under this Indenture with the same
effect as if such successor corporation had been named as a Guarantor herein.

         Section 10.7. Certain Bankruptcy Events. Each Guarantor hereby
covenants and agrees that in the event of the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Company, such Guarantor shall
not file (or join in any filing of), or otherwise seek to participate in the
filing of, any motion or request seeking to stay or to prohibit (even
temporarily) execution on the Guaranty or the Parent Guaranty and hereby waives
and agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the United States Bankruptcy Code or otherwise.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Section 11.1. TIA Controls. If any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by operation of the TIA, the
imposed duties, upon qualification of this Indenture under the TIA, shall
control; provided, that if any provision of the TIA is modified or waived for
purposes of this Indenture pursuant to the express terms hereof, such waiver or
modification shall be given full force and effect for purposes of this Indenture
to the extent such waiver or modification is not violative of provisions of the
TIA.

         Section 11.2. Notices. Any notices or other communications to the
Company, any Guarantor or the Trustee required or permitted hereunder shall be
in writing, and shall be sufficiently given if made by hand delivery, by telex,
by telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:


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       if to the Company or any Guarantor:

                      One Canal Place
                      365 Canal Street, Suite 900
                      New Orleans, Louisiana 70130
                      Attention: Corporate Secretary

       if to the Trustee:

                      Wells Fargo Bank Minnesota, National Association
                      6th and Marquette
                      MAC-N9303-120
                      Minneapolis, Minnesota 55479
                      Attention: Corporate Trust Department

         The Company, the Guarantors or the Trustee by notice to each other
party may designate additional or different addresses as shall be furnished in
writing by such party. Any notice or communication to the Company, any Guarantor
or the Trustee shall be deemed to have been given or made as of the date so
delivered, if personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five Business Days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

         In addition to any other notices required or permitted to be given
pursuant to this Indenture, the Trustee shall, promptly after its delivery of
any written notice to the Company (i) which specifically states that an Event of
Default is in existence or (ii) pursuant to the first paragraph of Section 6.2
(or promptly after its receipt of any such notice delivered to it by the
Holders), send to the Regulating Authority (at the address set forth below) a
copy of such written notice; provided, however, that any failure or


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delay in giving any such notice shall not affect or impair the validity of said
notice or any action taken pursuant thereto (or otherwise pursuant to this
Indenture, any Collateral Document or the Intercreditor Agreement) and shall
give rise to no liability (monetary or otherwise) on the part of the Trustee or
any Secured Creditor to any Holder, the Regulating Authority or any other
Person. All notices to the Regulating Authority pursuant to this paragraph shall
be mailed (or sent by reputable courier) to the Regulating Authority at the
following address (or such other address as the Regulating Authority provides to
the Trustee from time to time for its receipt of notices pursuant to this
paragraph):

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

         Section 11.3. Communications by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Guarantors, the Trustee, the Registrar and any
other Person shall have the protection of TIA Section 312(c).

         Section 11.4. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                  (a) an Officer's Certificate (in form and substance reasonably
         satisfactory to the Trustee) stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (b) an Opinion of Counsel (in form and substance reasonably
         satisfactory to the Trustee) stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

         Section 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


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                  (a) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such Person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (d) a statement as to whether or not, in the opinion of each
         such Person, such condition or covenant has been complied with;
         provided, however, that with respect to matters of fact an Opinion of
         Counsel may rely on an Officer's Certificate or certificates of public
         officials.

         Section 11.6. Rules by Trustee, Paying Agent, Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Securityholders. The
Paying Agent or Registrar may make reasonable rules for its functions.

         Section 11.7. Legal Holidays. A "Legal Holiday" used with respect to a
particular place of payment is a Saturday, a Sunday or a day on which banking
institutions in New York, New York are not required to be open. If a payment
date is a Legal Holiday in New York, New York, payment may be made at such place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

         Section 11.8. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY AND THE GUARANTORS
HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE
SECURITIES, AND



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IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND THE
GUARANTORS IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

         Section 11.9. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company, the Guarantors or any of their Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

         Section 11.10. No Recourse Against Others; Holders Acting in Own Best
Interests.

                  (a) A direct or indirect stockholder, incorporator, member,
         director, officer, partner, employee, as such, of the Company or the
         Guarantors or any Affiliate of either (including, without limitation,
         Harrah's Investor, Harrah's Management Company, HET and HOC, but
         excluding the Company and the Guarantors themselves) shall not have any
         liability for any obligations of the Company or the Guarantors under
         the Securities or this Indenture or for any claim based on, in respect
         of or by reason of such obligations; provided, however, that nothing
         contained in this Section 11.10 shall (i) impair the validity of the
         Indebtedness evidenced by this Indenture or the Securities, (ii)
         prevent the taking of any action permitted by law against the Company
         or the assets of the Company or the proceeds of such assets or (iii) in
         any way affect or impair the right of the Collateral Agent, the Trustee
         or any Holder to take any action permitted by law to realize upon any
         of the Collateral or any other security which may secure the Company's
         or the Guarantors' obligations. Notwithstanding the foregoing,
         nothing in this Section 11.10 shall be deemed to release the Company or
         any officer of the Company from liability under this Indenture or any
         of the Security Documents for its fraudulent actions, intentional
         material


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       misrepresentations, gross negligence or willful misconduct or for any of
       its obligations or liabilities under any agreement, document, instrument
       or certificate executed by such person in its individual capacity in
       connection with the transactions contemplated by this Indenture and the
       Security Documents. Each Securityholder by accepting a Security waives
       and releases all such liability. Such waiver and release are part of the
       consideration for the issuance of the Securities.

                  (b) Each of the Holders of the Securities reserves the right
         to act in its own best interests in connection with any Holder Action
         herein, without the creation of any fiduciary obligations on the part
         of each such Holder.

         Section 11.11. Successors. All agreements of the Company and the
Guarantors in this Indenture and the Securities shall bind their successors. All
agreements of the Trustee in this Indenture shall bind its successor.

         Section 11.12. Duplicate Originals. All parties may sign any number of
copies or counterparts of this Indenture. Each signed copy or counterpart shall
be an original, but all of them together shall represent the same agreement.

         Section 11.13. Severability. In case any one or more of the provisions
in this Indenture or in the Securities shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

         Section 11.14. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and the Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.

         Section 11.15. Gaming Laws. This Indenture, the Security Documents, the
Securities and the Security Interests are and shall remain subject to the
Louisiana Economic Development and Gaming Corporation Act, La R.S. 27:1 ET SEQ.,
La. R.S. 27:201 ET SEQ. and the rules and regulations thereunder as the same may
be amended from time to time (collectively, the "Gaming Regulations"), and in
particular, without limitation, the exercise of remedies under the Security
Documents with respect to the Collateral will be subject to the Gaming
Regulations. The Company represents and


                                      125
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warrants that all requisite approvals under the Gaming Regulations have been
obtained for the execution and issuance of this Indenture, the Security
Documents, the Securities and the security interests thereunder.

         Section 11.16. Tax Treatment. The Company, each Guarantor, and each
Holder of a Security by acceptance of a Security, agree to (i) treat a Security
as evidence of indebtedness for federal, state and local income tax purposes;
and (ii) use a discount rate with respect to the Security for purposes of
Treasury Regulation Sections 1.1275-4(c) and 1.1274-2(c) & (g) such that the
issue price will be equal to 100% of the original principal amount.

         Section 11.17. Waivers and Releases.

                  (a) NO ASSURANCES.

                      (i) As a condition to the effectiveness of the
         confirmation of the Plan of Reorganization, the Initial Minimum Payment
         Guarantors have entered into the HET/JCC Agreement in favor of the
         Regulating Authority. The HET/JCC Agreement provides that the Minimum
         Payment Guarantors will provide the Minimum Payment Guaranty required
         under the Casino Operating Contract for the Fiscal Years (as defined in
         the Casino Operating Contract) ending March 31, 2002, 2003, 2004 and
         2005, subject to termination or non-renewal in accordance with the
         terms of the HET/JCC Agreement. As a prerequisite to maintaining the
         effectiveness of the Casino Operating Contract, the Casino Operating
         Contract requires that the Company annually on each March 31 (beginning
         with March 31, 2003) cause to be provided a Minimum Payment Guaranty or
         extensions thereof extending to the third anniversary of the respective
         March 31. In entering into the HET/JCC Agreement, the Minimum Payment
         Guarantors have no obligation to provide a Minimum Payment Guaranty for
         the entire term of the Casino Operating Contract, but rather have
         agreed only to provide a Minimum Payment Guaranty for the period and on
         terms and conditions specified therein. The Minimum Payment Guarantors
         have expressly informed the Trustee on behalf of the Holders that the
         Minimum Payment Guarantors have not agreed to renew the HET/JCC
         Agreement beyond March 31, 2005. The Minimum Payment Guarantors have
         informed the Trustee on behalf of the Holders that any decision the
         Minimum Payment Guarantors make concerning whether to renew any Minimum
         Payment Guaranty or the HET/JCC Agreement will be made in the Minimum
         Payment Guarantors' sole discretion, acting only in their best
         interests. The Trustee on behalf of the


                                      126
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         Holders hereby acknowledges that (A) the Initial Minimum Payment
         Guarantors are not obligated to, and have not given any assurances to
         the Trustee that the Minimum Payment Guarantors will, renew the HET/JCC
         Agreement beyond March 31, 2005, (B) the Minimum Payment Guarantors
         have the right to make any such renewal decision by considering only
         their best interests, and (C) the Minimum Payment Guarantors need not
         consider the interests of any other parties in making any such renewal
         decision, notwithstanding that the Minimum Payment Guarantors are
         involved in a number of capacities in respect of the Company.

                       (ii) The Trustee and the Holders hereby agree that the
         Minimum Payment Guarantors, by entering into the HET/JCC Agreement or
         providing a Minimum Payment Guaranty or otherwise, are not now, and in
         the past have not, made any assurances or guarantees concerning the
         financial results of the Casino, nor are or have the Minimum Payment
         Guarantors made any assurances or guarantees that the Casino will be
         financially successful or will perform as projected in the projections
         and/or feasibility studies included in the Disclosure Statement
         distributed in connection with the Plan of Reorganization
         confirmation process.

                       (iii) The Trustee and the Holders hereby agree and
         acknowledge that any future representation, warranty, assurance or
         other guaranty by the Minimum Payment Guarantors or any of their
         subsidiaries or other Affiliates to the Trustee or the Holders
         concerning the renewal of any Minimum Payment Guaranty or the HET/JCC
         Agreement, the operation of the Casino, the financial results of the
         Casino, or any other matter concerning the Casino or the Plan of
         Reorganization shall only be effective if set forth in writing and
         properly executed by the party to be charged.

                  (b) RELEASES.

                       (i) The Trustee and the Holders hereby release and waive
         and agree not to bring any Claims against the Minimum Payment
         Guarantors, whether a known Claim or an Unknown Claim, that may arise
         in any way, in whole or in part, out of (A) the Minimum Payment
         Guarantors' decision either to renew or not renew any Minimum Payment
         Guaranty or the HET/JCC Agreement, (B) the Minimum Payment Guarantors
         acting in their own best interests in connection with the execution,
         renewal or failure to renew any Minimum Payment Guaranty or the HET/JCC
         Agreement, and/or (C) any


                                      127
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         alleged assurance or guarantee by the Minimum Payment Guarantors
         concerning the operation of the Casino, the financial results of the
         Casino or any other matter concerning the Casino or the Plan of
         Reorganization, unless such Claim is based on a writing (but in any
         event cannot be based on the HET/JCC Agreement or any Minimum Payment
         Guaranty) properly executed by the party against whom such a claim is
         being made.

                       (ii) The Trustee and the Holders also hereby specifically
         waive any rights each might have under Louisiana Civil Code Article
         3083 and all other applicable or similar laws to this same or similar
         effect as the matters described in Section 11.17(b)(i) hereof,
         including, but not limited to, any purported right to challenge the
         validity or seek rescission of, or to vitiate, the releases set forth
         above in Section 11.17(b)(i) hereof on the ground that any information
         was kept concealed from it and agrees that no remedy shall be available
         for any such alleged non-disclosure, and that the right to rescind the
         above release on any such ground is hereby expressly waived.

                  (c) DEFINITIONS. For purposes of Sections 11.17(b)(i) and (ii)
         hereof:

                       (i) "Claim" or "Claims" shall mean any action or actions,
        cause or causes of action, in law or equity, suits, debts, liens,
        liabilities, claims, demands, damages, punitive damages, losses, costs
        or expenses, and/or reasonable attorneys' fees of any nature whatsoever.

                       (ii) "Minimum Payment Guarantors" shall include HET, HOC,
         Harrah's New Orleans Investment Company, Harrah's Crescent City
         Investment Company, Harrah's New Orleans Management Company, their
         successors and assigns, and all direct or indirect subsidiaries, and
         each of their parents, subsidiaries, officers, directors, corporate
         representatives, employees, agents, lawyers and accountants and all
         Persons acting or claiming through, under or in concert with any of
         them.

                       (iii) "Unknown Claim" or "Unknown Claims" means any and
         all Claims, including, without limitation, any Claim which any of the
         parties hereto does not know or even suspect to exist in his, her, or
         its favor at the time of the giving of the releases and waivers set
         forth in Section 11.17 hereof which, if known by him, her or it might
         have affected his, her or its decision regarding the releases and
         waivers. Each of the parties acknowledges that he, she or it


                                      128
<PAGE>   140

         might hereafter discover facts in addition to or different from those
         which he, she, or it now knows or believes to be true with respect to
         the matters herein released and waived, but each shall be deemed to
         have fully, finally and forever released any and all Claims.

               (d) NO THIRD PARTY BENEFICIARIES. The Trustee and the Holders
         hereby acknowledge that each Minimum Payment Guaranty and the HET/JCC
         Agreement provide that there shall be no third party beneficiaries
         thereof. The Trustee and the Holders also hereby agree that each shall
         not claim or assert it is a third party beneficiary or possesses any
         derivative claims under any Minimum Payment Guaranty or the HET/JCC
         Agreement.

               (e) DISCLOSURE. The Trustee on behalf of the Holders hereby
         acknowledges that the Minimum Payment Guarantors have informed it (i)
         not to infer or assume that the Minimum Payment Guarantors will renew
         any Minimum Payment Guaranty or the HET/JCC Agreement; (ii) that the
         Minimum Payment Guarantors will consider only their own best interests
         in determining whether to renew any Minimum Payment Guaranty or the
         HET/JCC Agreement; (iii) that the Minimum Payment Guarantors are
         involved in a number of different capacities in connection with the
         reorganization of the Company, the governance of the Company and JCC
         Holding, and the operation of the Casino; and (iv) that there can be no
         assurance that the Casino will perform as set forth in the projections
         and/or feasibility study set forth in the Disclosure Statement
         circulated in connection with the Plan of Reorganization.

                (f) AMENDMENT OF OBLIGATIONS. Each Minimum Payment Guaranty
         provided under the HET/JCC Agreement is provided on the express
         condition that the Company shall not amend or modify the Casino
         Operating Contract in any way to increase the obligations under any
         Minimum Payment Guaranty or adversely affect the Minimum Payment
         Guarantors without the prior written agreement of the Minimum Payment
         Guarantors, and any such amendment or modification shall have no force
         or effect in respect of the Minimum Payment Guarantors or any Minimum
         Payment Guaranty provided thereby.

         Section 11.18. Post-Closing Items.

               (a) The Company shall deliver to the Trustee and the Collateral
         Agent no later than 90 days after the Issue Date a true and correct
         current survey


                                      129
<PAGE>   141

         of each Mortgaged Property (and, where applicable, the underlying
         property subject to a leasehold which is subject to a Mortgage) along
         with a certification of such survey from the surveyor, which surveyor
         shall be a qualified M.A.I. surveyor reasonably satisfactory to the
         Trustee, as to the accuracy and completeness of such survey, which
         survey and surveyor's certification shall be in compliance with
         industry standards in all material respects.

               (b) The Company shall deliver to the Trustee and the Collateral
         Agent no later than 90 days after the Issue Date an Officer's
         Certificate of the Company certifying, for each Mortgaged Property and
         following the Company's review of the survey described above, (A) (i)
         that the description of title in the relevant Mortgage for such
         Mortgaged Property accurately and completely describes the Mortgaged
         Property, or (ii) each and every difference, omission, inadequacy or
         other misdescription in the description of the title in the relevant
         Mortgage for such Mortgaged Property that has been disclosed by the
         survey for such Mortgaged Property (the "Misdescriptions") and (B)(i)
         that there exist no easements, rights of way or encumbrances with
         respect to such Mortgaged Property (including as shown in the survey
         described above) other than Permitted Encumbrances or (ii) if any
         easements, rights of way or encumbrances, other than Permitted
         Encumbrances, are disclosed in the survey described above (each a
         "Non-Permitted Encumbrance"), each such Non-Permitted Encumbrance (and
         specifically listing each such Non-Permitted Encumbrance) and
         certifying the removal thereof (together with the relevant supporting
         documentation with respect thereto).

                (c) In the case of any Misdescription, as described in the
         preceding subsection (b)(A)(ii) of this Section 11.18, each of the
         Trustee and the Collateral Agent is authorized to execute and deliver
         amendments to any of the Mortgages to correct any such Misdescription
         and to record and file any such amendments to the Mortgages as may be
         necessary to give effect thereto; provided, that any such amendment
         shall be executed, delivered, recorded and filed so as to give effect
         to such amendment no later than 30 days following the delivery of the
         survey to the Trustee and the Collateral Agent by the Company as
         provided in subsection (a) of this Section 11.18.

                          (SIGNATURE PAGE FOLLOWS)


                                      130
<PAGE>   142

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the date first written above.

                                 JAZZ CASINO COMPANY, L.L.C.
                                 a Louisiana limited liability company

                                 By:
                                    ----------------------------------
                                     Name:    L. Camille Fowler
                                     Title:   Vice President-Finance,
                                              Secretary and Treasurer


                                 JCC HOLDING COMPANY,
                                 a Delaware corporation

                                 By:
                                    ----------------------------------
                                     Name:    L. Camille Fowler
                                     Title:   Vice President-Finance,
                                              Secretary and Treasurer

                                 JCC CANAL DEVELOPMENT, L.L.C.,
                                 a Louisiana limited liability company

                                 By:
                                    ----------------------------------
                                     Name:    L. Camille Fowler
                                     Title:   Vice President-Finance,
                                              Secretary and Treasurer

                                 JCC FULTON DEVELOPMENT, L.L.C.,
                                 a Louisiana limited liability company

                                 By:
                                    ----------------------------------
                                     Name:    L. Camille Fowler
                                     Title:   Vice President-Finance,
                                              Secretary and Treasurer


                                      131
<PAGE>   143

                                 JCC DEVELOPMENT COMPANY, L.L.C.,
                                 a Louisiana limited liability company

                                 By:
                                    ----------------------------------
                                     Name:    L. Camille Fowler
                                     Title:   Vice President-Finance,
                                              Secretary and Treasurer

                                 WELLS FARGO BANK MINNESOTA,
                                 NATIONAL ASSOCIATION

                                 By:
                                    ----------------------------------
                                     Name:    Jane Y. Schweiger
                                     Title:   Corporate Trust Officer


                                      132
<PAGE>   144

                             TABLE OF EXHIBITS
<TABLE>

<S>                        <C>
A ................................................................ Form of Notes
         A-1 ...................................................... Form of Note
         A-2 ............................................. Form of Series A Note
         A-3 ............................................. Form of Series B Note
         A-4 ................................................ Form of Assignment
         A-5 ........................ Form of Option of Holder to Elect Purchase
B ........................ Closing Conditions and Representations and Warranties
C ............................................................. Form of Opinions
         C-1 .................................................. Latham & Watkins
         C-2 ...................................................... Kevin Colomb
         C-3 ................................................ Adams & Reese, LLP
         C-4 ........................................... Pillsbury Winthrop, LLC
         C-5 .......................................... William H. Patrick, Esq.
D .................................................Form of Officer's Certificate
E ..................................................... Form of Pledge Agreement
F ................................................... Form of Security Agreement
G ............................................................ Form of Mortgages
         G-1 .................................................. Company Mortgage
         G-2 .......................................... JCC Development Mortgage
         G-3 ........................................ Canal Development Mortgage
         G-4 ....................................... Fulton Development Mortgage
H ...................................................... Intercreditor Agreement
I ............................................................... Consent Letter
J ................................ Manager Subordination Agreement (Noteholders)
K .......................................................... Litigation Schedule
L ...................................................... Subordination Agreement
M ................................. Registration Rights Agreement (Common Stock)
N ................................. Registration Rights Agreement (Senior Notes)
O ............................................. Second Floor Non-Gaming Sublease
</TABLE>


                                      133
<PAGE>   145

                                   EXHIBIT A-1

                                 [FORM OF NOTE]

                        JAZZ CASINO COMPANY, L.L.C.

                                  SENIOR NOTES

                                    DUE 2008

No.                                     $

         Jazz Casino Company, L.L.C., a Louisiana limited liability company
(hereinafter called the "Company," which term includes any successor entity
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ___________________, or registered assigns, the principal sum
of ____________ Dollars, on March 30, 2008.

         Interest Payment Dates: March 30, June 30, September 30 and December
30. The first Interest Payment Date is June 30, 2001.

         Record Dates: March 15, June 15, September 15 and December 15. The
first Record Date is June 15, 2001.

         Reference is made to the further provisions of this Security on the
reverse side, which will, for all purposes, have the same effect as if set forth
at this place.


                                       1
<PAGE>   146

         IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed.

Dated:

                                           JAZZ CASINO COMPANY, L.L.C.

                                           By:
                                              ----------------------------------
                                                       President


                                       2
<PAGE>   147

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities described in the within-mentioned
Indenture.

                                          --------------------------------------
                                          Wells Fargo Bank Minnesota, National
                                          Association, as Trustee

                                          By:
                                             -----------------------------------
                                          Authorized Signatory


Dated:



<PAGE>   148

                           JAZZ CASINO COMPANY, L.L.C.

                                    [FORM OF
                                  SENIOR NOTES
                                    DUE 2008]

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.
COPIES OF SUCH INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF THIS
NOTE UPON REQUEST TO THE COMPANY.

         1. INTEREST.

         Jazz Casino Company, L.L.C., a Louisiana limited liability company (the
"Company"), promises to pay Fixed Interest on the principal amount of this
Security from March 30, 2001 (the "Issue Date"). "Fixed Interest" means
interest, payable on the Interest Payment Dates in accordance with the
Indenture, at a rate per annum of LIBOR (as determined for the respective
Interest Period) plus 275 basis points.

         The Company promises to pay Fixed Interest in Cash on each Interest
Payment Date; provided, however, that during the first year after the Issue Date
(the "PIK Period"), the Company may, at its option (the "PIK Option"), pay, on
any Interest Payment Dates, up to 50% of the Fixed Interest due and payable on
such Interest Payment Dates in additional Securities (the "Secondary
Securities") in lieu of the payment of the relevant portion of Fixed Interest in
Cash on the Securities. At any time or from time to time prior to the first
anniversary of the Issue Date, any Holder may require that its Securities be
exchanged for an equivalent aggregate amount of Series A Notes and Series B
Notes, 50% of such exchange amount being in Series A Notes and 50% in Series B
Notes. During the PIK Period, 100% of the Fixed Interest due and payable on the
Series A Notes shall be paid exclusively in Cash, and 100% of the Fixed Interest
due and payable on the Series B Notes shall be paid in Cash or, at the option of
the Company, through the issuance of Secondary Securities. Notwithstanding
anything to the contrary contained above, if any Securities (not divided into
Series A Notes and



<PAGE>   149

Series B Notes) are outstanding at a time when any Series B Notes are
outstanding, then if the PIK Option is exercised with respect to any Securities
or Series B Notes, and if the Company elects the PIK Option for less than the
maximum amounts permitted above, then in each case the percentage of Fixed
Interest payable through the issuance of Secondary Securities with respect to
the Series B Notes shall be twice the percentage of Fixed Interest paid on
Securities not divided into Series A Notes and Series B Notes. If, pursuant to
this paragraph, the Company issues Secondary Securities as partial Cash payment
of Fixed Interest, it shall give notice to the Trustee not less than five
Business Days prior to the applicable Interest Payment Date, and shall instruct
the Trustee (upon written order of the Company signed by an Officer of the
Company given not less than five nor more than 45 days prior to such Interest
Payment Date) to authenticate Secondary Securities, dated such Interest Payment
Date, in a principal amount equal to the amount of Fixed Interest not paid in
Cash in respect of this Security on such Interest Payment Date. Each issuance of
Secondary Securities as partial Cash payments of Fixed Interest on the
Securities shall be made pro rata with respect to the outstanding Securities.
Any such Secondary Securities shall be governed by the Indenture and shall be
subject to the same terms (including the maturity date and the rate of interest
from time to time payable thereon) as this Security (except, as the case may be,
with respect to the title, issuance date and aggregate principal amount). The
term Securities shall include the Secondary Securities that may be issued under
the Indenture.

         Interest on this Security will be payable on each Interest Payment Date
(March 30, June 30, September 30 and December 30), commencing June 30, 2001, to
the Person in whose name this Security is registered at the close of business
not less than fifteen days (March 15, June 15, September 15 or December 15)
preceding such Interest Payment Date (each, a "Record Date"). Interest on this
Security will be computed on the basis of a 360-day year, consisting of twelve
30-day months.

         In addition to payments of Fixed Interest, the Company will pay to the
Holder of this Security in accordance with the terms of this Security and the
Indenture such Holder's pro rata amount of principal as amortized below:

<TABLE>
<CAPTION>
 Scheduled Repayment Date               Amount
 ------------------------               ------
<S>                                    <C>
 June 30, 2005                         $1,500,000

 September 30, 2005                    $1,500,000

 December 30, 2005                     $1,500,000
</TABLE>


                                       2
<PAGE>   150

<TABLE>
<S>                                    <C>
 March 30, 2006                        $1,500,000

 June 30, 2006                         $1,500,000

 September 30, 2006                    $1,500,000

 December 30, 2006                     $1,500,000

 March 30, 2007                        $1,500,000

 June 30, 2007                         $1,500,000

 September 30, 2007                    $1,500,000

 December 30, 2007                     $1,500,000

 Stated Maturity                       THE THEN OUTSTANDING AGGREGATE
                                       PRINCIPAL AMOUNT OF THE SECURITIES
                                       (TOGETHER WITH ALL ACCRUED AND UNPAID
                                       INTEREST THEREON).
</TABLE>

         In addition, on each Semi-Annual Free Cash Flow Payment Date (November
15 and May 15), beginning with November 15, 2002 and ending with May 15, 2005,
the Company shall pay an amount equal to 50% of Semi-Annual Free Cash Flow for
the Semi-Annual Free Cash Flow Payment Period last ended before the respective
Semi- Annual Free Cash Flow Payment Date.

         To the extent it is lawful, the Company promises to pay interest on any
interest payment due but unpaid on such principal amount at a rate per annum
equal to Base Rate plus 375 basis points compounded quarterly, as determined
from time to time, to the extent lawful.

         2. METHOD OF PAYMENT.

         The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date. Holders must
surrender Securities to a Paying Agent to collect principal payments. Except as
provided below, the Company shall pay principal and interest in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts ("Cash") (or, pursuant to
Paragraph 1 hereof, in Secondary Securities). However, the Company may pay
principal and interest by wire transfer of Federal funds, or interest

                                        3

<PAGE>   151

by its check payable in such Cash (or, pursuant to Paragraph 1 hereof, in
Secondary Securities). The Company may deliver any such interest payment to the
Paying Agent or the Company may mail any such interest payment to a Holder at
the Holder's registered address. Notwithstanding the preceding two sentences, in
the case of Securities of which The Depository Trust Company or its nominee is
the Holder, such payments must be made by wire transfer of Federal funds (or,
pursuant to Paragraph 1 hereof, in Secondary Securities).

         3. PAYING AGENT AND REGISTRAR.

         Initially, Wells Fargo Bank Minnesota, National Association (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or Co-registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Paying Agent, Registrar or Co-registrar.

         4. INDENTURE.

         The Company issued the Securities under an Indenture, dated as of March
30, 2001 (the "Indenture"), among the Company, JCC Holding, Canal Development,
Fulton Development, JCC Development and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act, as in effect on the date
of the Indenture. The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and said Act for a statement of them.
The Securities are secured obligations of the Company limited in aggregate
principal amount to $124,520,000, except for Secondary Securities and except as
otherwise provided in the Indenture.

         5. REDEMPTION.

         The Securities shall be redeemable in whole or in part at the election
of the Company, except as set forth in the Indenture, at the Redemption Price at
any time and from time to time, and shall be redeemed in whole or in part at any
time pursuant to a Required Regulatory Redemption at the Redemption Price. Any
redemption of the Securities shall comply with Article III of the Indenture.


                                        4

<PAGE>   152
         6. NOTICE OF REDEMPTION.

         Notice of redemption will be mailed by first class mail at least 10
days but not more than 60 days before the Redemption Date (unless a shorter
notice period shall be required by applicable laws or by order of any Gaming
Authority) to each Holder of Securities to be redeemed at his registered
address. Securities may be redeemed in part.

         Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent (other than the Company or an
Affiliate thereof) on such Redemption Date, the Securities called for redemption
will cease to bear interest and the only right of the Holders of such Securities
will be to receive payment of the Redemption Price, including any accrued and
unpaid interest to the Redemption Date.

         7. DENOMINATIONS; TRANSFER; EXCHANGE.

         The Securities are in registered form, without coupons, in
denominations of $1.00 and integral multiples of $1.00. A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption.

         8. PERSONS DEEMED OWNERS.

         The registered Holder of a Security may be treated as the owner of it
for all purposes.

         9. UNCLAIMED MONEY.

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent(s) will pay the money back to the
Company at its written request. After that, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.

         10. AMENDMENT; SUPPLEMENT; WAIVER.

         Subject to certain exceptions set forth in the Indenture, the Indenture
or the Securities may be amended or supplemented with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived



                                       5
<PAGE>   153

with the consent of the Holders of a majority in aggregate principal amount of
the Securities then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture, the Security Documents,
the Intercreditor Agreement or the Securities to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Securities in
addition to or in place of certificated Securities, or make any other change
that does not adversely affect the rights of any Holder of a Security.

         11. RESTRICTIVE COVENANTS.

         The Indenture imposes certain limitations on the ability of the Company
and its Subsidiaries to, among other things, incur additional Indebtedness,
issue additional Equity Interests, enter into transactions with Affiliates,
incur Liens, sell assets, merge or consolidate with any other Person and sell,
lease, transfer or otherwise dispose of substantially all of its properties or
assets. The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.

         12. SECURITY.

         In order to secure the obligations under the Indenture, the Company,
the Guarantors and the Trustee or the Collateral Agent have entered into the
Security Documents in order to create security interests in certain assets and
properties of the Company. As more fully set forth in the Security Documents and
Section 4.6 of the Indenture, the rights of the Holders (and the Trustee on
their behalf) to receive proceeds from the disposition of such assets and
properties are subject to the lien priorities created in favor of (i) certain
Obligations owing to the Collateral Agent, (ii) all reimbursement obligations
pursuant to the Minimum Payment Guaranties and any interest thereon and (iii)
unpaid Revolving Obligations.

         13. SALE OF ASSETS.

         Except as specifically provided in the Indenture, JCC Holding and its
subsidiaries are not permitted to enter into a transaction of merger or
consolidation or convey, sell, lease or otherwise dispose of (or agree to do any
of the foregoing at any future time) all or substantially all of their assets or
enter into sale-leaseback transactions or purchase or otherwise acquire any part
of the property or assets of any Person.


                                       6
<PAGE>   154

         14. GAMING LAWS.

         The rights of the Holder of this Security and any owner of any
beneficial interest in this Security are subject to the gaming laws, regulations
and the jurisdiction and requirements of the Gaming Authorities and the further
limitations and requirements set forth in the Indenture.

         15. SUCCESSORS.

         When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.

         16. DEFAULTS AND REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 50% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity reasonably satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power.

         17. TRUSTEE DEALINGS WITH THE COMPANY.

         The Trustee under the Indenture may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company, the Guarantors or their respective Affiliates with the
same rights it would have if it were not the Trustee; provided, however, that
the Trustee shall use reasonable good-faith efforts so that it at no time
becomes a Revolving Lender; provided further, that the foregoing provision shall
in no event operate to prevent the Trustee from acquiring all or any portion of
the equity interests in any other Person which itself is a Revolving Lender (and
as a result of which the Trustee could become a Revolving Lender).

         18. NO RECOURSE AGAINST OTHERS.

         An incorporator, director, officer, employee, stockholder or member, as
such, of the Company or any Guarantor or any Affiliate thereof (including,
without limitation,


                                       7
<PAGE>   155

Harrah's Investor, Harrah's Management Company, HET and HOC, but excluding the
Company and Guarantors themselves) shall not have any liability for any
obligation of the Company or the Guarantors under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations, subject to certain exceptions set forth in the Indenture. Each
Holder of a Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

         19. AUTHENTICATION.

         This Security shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

         20. ABBREVIATIONS AND DEFINED TERMS.

         Customary abbreviations may be used in the name of a Holder of a
Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act). Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act, as in effect on the date of the Indenture.

         21. CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

         22. TAX TREATMENT.

         The Company, each Guarantor, and each Holder of a Security by
acceptance of a Security, agree to (i) treat a Security as evidence of
indebtedness for federal, state and local income tax purposes and (ii) use a
discount rate with respect to the Security for purposes of Treasury Regulation
Sections 1.1275-4(c) and 1.1274-2(c) & (g) such that the issue price will be
equal to 100% of the original principal amount.


                                       8
<PAGE>   156

         23. GUARANTY.

         For value received and pursuant to and in accordance with the terms of
the Indenture, the Guarantors have unconditionally guaranteed, as set forth in
Article X of the Indenture (the "Guaranty"), to each Holder of a Security and
the Trustee the due and punctual payment of the principal of, premium (if any),
and interest on, such Security when and as the same shall become due and payable
for any reason in accordance with the terms of such Security and the Indenture.
For value received and pursuant to and in accordance with the terms of the
Indenture, JCC Holding has unconditionally guaranteed, as set forth in Article X
of the Indenture, to each holder of a Subsidiary Guaranty and the Trustee that
the obligations of each Subsidiary Guarantor will be promptly paid in full or
performed in accordance with the terms of the various Subsidiary Guaranties and
the Indenture. The Guarantors or the Subsidiary Guarantors may be released from
their respective guaranties in accordance with the terms of the Indenture.


                                       9
<PAGE>   157

                                   EXHIBIT A-2

                             [FORM OF SERIES A NOTE]

                           JAZZ CASINO COMPANY, L.L.C.

                              SERIES A SENIOR NOTES

                                    DUE 2008

No.                                       $

         Jazz Casino Company, L.L.C., a Louisiana limited liability company
(herein-after called the "Company," which term includes any successor entity
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ______________ , or registered assigns, the principal sum
of _____ Dollars, on March 30, 2008.

         Interest Payment Dates: March 30, June 30, September 30 and December
30. The first Interest Payment Date is June 30, 2001.

         Record Dates: March 15, June 15, September 15 and December 15. The
first Record Date is June 15, 2001.

         Reference is made to the further provisions of this Security on the
reverse side, which will, for all purposes, have the same effect as if set forth
at this place.



<PAGE>   158

         IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed.

Dated:

                                 JAZZ CASINO COMPANY, L.L.C.

                                 By:
                                    ----------------------------------
                                             President

                                        2

<PAGE>   159

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities described in the within-mentioned
Indenture.

                      -----------------------------------------------------
                      Wells Fargo Bank Minnesota, National Association, as
                      Trustee

                      By:
                         --------------------------------------------------
                      Authorized Signatory


Dated:



<PAGE>   160

                           JAZZ CASINO COMPANY, L.L.C.

                                [FORM OF SERIES A
                                  SENIOR NOTES
                                    DUE 2008]

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.
COPIES OF SUCH INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF THIS
NOTE UPON REQUEST TO THE COMPANY.

         1. INTEREST.

         Jazz Casino Company, L.L.C., a Louisiana limited liability company (the
"Company"), promises to pay Fixed Interest on the principal amount of this
Security from March 30, 2001 (the "Issue Date"). "Fixed Interest" means
interest, payable on the Interest Payment Dates in accordance with the
Indenture, at a rate per annum of LIBOR (as determined for the respective
Interest Period) plus 275 basis points.

         The Company promises to pay Fixed Interest in Cash on each Interest
Payment Date (March 30, June 30, September 30 and December 30), commencing June
30, 2001, to the Person in whose name this Security is registered at the close
of business not less than fifteen days (March 15, June 15, September 15 or
December 15) preceding such Interest Payment Date (each, a "Record Date").
Interest on this Security will be computed on the basis of a 360-day year,
consisting of twelve 30-day months.

         In addition to payments of Fixed Interest, the Company will pay to the
Holder of this Security in accordance with the terms of this Security and the
Indenture such Holder's pro rata amount of principal as amortized below:


                                        4

<PAGE>   161

<TABLE>
<CAPTION>
 Scheduled Repayment Date               Amount
 ------------------------               ------
<S>                                    <C>
 June 30, 2005                        $1,500,000

 September 30, 2005                   $1,500,000

 December 30, 2005                    $1,500,000

 March 30, 2006                       $1,500,000

 June 30, 2006                        $1,500,000

 September 30, 2006                   $1,500,000

 December 30, 2006                    $1,500,000

 March 30, 2007                       $1,500,000

 June 30, 2007                        $1,500,000

 September 30, 2007                   $1,500,000

 December 30, 2007                    $1,500,000

 Stated Maturity                      THE THEN OUTSTANDING AGGREGATE
                                      PRINCIPAL AMOUNT OF THE SECURITIES
                                      (TOGETHER WITH ALL ACCRUED AND UNPAID
                                      INTEREST THEREON).
</TABLE>

         In addition, on each Semi-Annual Free Cash Flow Payment Date (November
15 and May 15), beginning with November 15, 2002 and ending with May 15, 2005,
the Company shall pay an amount equal to 50% of Semi-Annual Free Cash Flow for
the Semi-Annual Free Cash Flow Payment Period last ended before the respective
Semi-Annual Free Cash Flow Payment Date.

         To the extent it is lawful, the Company promises to pay interest on any
interest payment due but unpaid on such principal amount at a rate per annum
equal to Base Rate plus 375 basis points compounded quarterly, as determined
from time to time, to the extent lawful.

         2. METHOD OF PAYMENT.

         The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date. Holders must
surrender

                                        5

<PAGE>   162

Securities to a Paying Agent to collect principal payments. Except as provided
below, the Company shall pay principal and interest in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
payment of public and private debts ("Cash"). However, the Company may pay
principal and interest by wire transfer of Federal funds, or interest by its
check payable in such Cash. The Company may deliver any such interest payment to
the Paying Agent or the Company may mail any such interest payment to a Holder
at the Holder's registered address. Notwithstanding the preceding two sentences,
in the case of Securities of which The Depository Trust Company or its nominee
is the Holder, such payments must be made by wire transfer of Federal funds.

         3. PAYING AGENT AND REGISTRAR.

         Initially, Wells Fargo Bank Minnesota, National Association (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or Co-registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Paying Agent, Registrar or Co-registrar.

         4. INDENTURE.

         The Company issued the Securities under an Indenture, dated as of March
30, 2001 (the "Indenture"), among the Company, JCC Holding, Canal Development,
Fulton Development, JCC Development and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act, as in effect on the date
of the Indenture. The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and said Act for a statement of them.
The Securities are secured obligations of the Company limited in aggregate
principal amount to $124,520,000, except for Secondary Securities and except as
otherwise provided in the Indenture.

         5. REDEMPTION.

         The Securities shall be redeemable in whole or in part at the election
of the Company, except as set forth in the Indenture, at the Redemption Price at
any time and from time to time, and shall be redeemed in whole or in part at any
time pursuant to a Required Regulatory Redemption at the Redemption Price. Any
redemption of the Securities shall comply with Article III of the Indenture.

                                        6

<PAGE>   163

         6. NOTICE OF REDEMPTION.

         Notice of redemption will be mailed by first class mail at least 10
days but not more than 60 days before the Redemption Date (unless a shorter
notice period shall be required by applicable laws or by order of any Gaming
Authority) to each Holder of Securities to be redeemed at his registered
address. Securities may be redeemed in part.

         Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent (other than the Company or an
Affiliate thereof) on such Redemption Date, the Securities called for redemption
will cease to bear interest and the only right of the Holders of such Securities
will be to receive payment of the Redemption Price, including any accrued and
unpaid interest to the Redemption Date.

         7. DENOMINATIONS; TRANSFER; EXCHANGE.

         The Securities are in registered form, without coupons, in
denominations of $1.00 and integral multiples of $1.00. A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption.

         8. PERSONS DEEMED OWNERS.

         The registered Holder of a Security may be treated as the owner of it
for all purposes.

         9. UNCLAIMED MONEY.

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent(s) will pay the money back to the
Company at its written request. After that, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.

                                        7

<PAGE>   164

         10. AMENDMENT; SUPPLEMENT; WAIVER.

         Subject to certain exceptions set forth in the Indenture, the Indenture
or the Securities may be amended or supplemented with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Securities then outstanding. Without notice to
or consent of any Holder, the parties thereto may amend or supplement the
Indenture, the Security Documents, the Intercreditor Agreement or the Securities
to, among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place of certificated Securities,
or make any other change that does not adversely affect the rights of any Holder
of a Security.

         11. RESTRICTIVE COVENANTS.

         The Indenture imposes certain limitations on the ability of the Company
and its Subsidiaries to, among other things, incur additional Indebtedness,
issue additional Equity Interests, enter into transactions with Affiliates,
incur Liens, sell assets, merge or consolidate with any other Person and sell,
lease, transfer or otherwise dispose of substantially all of its properties or
assets. The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.

         12. SECURITY.

         In order to secure the obligations under the Indenture, the Company,
the Guarantors and the Trustee or the Collateral Agent have entered into the
Security Documents in order to create security interests in certain assets and
properties of the Company. As more fully set forth in the Security Documents and
Section 4.6 of the Indenture, the rights of the Holders (and the Trustee on
their behalf) to receive proceeds from the disposition of such assets and
properties are subject to the lien priorities created in favor of (i) certain
Obligations owing to the Collateral Agent, (ii) all reimbursement obligations
pursuant to the Minimum Payment Guaranties and any interest thereon and (iii)
unpaid Revolving Obligations.



                                       8
<PAGE>   165

         13. SALE OF ASSETS.

         Except as specifically provided in the Indenture, JCC Holding and its
subsidiaries are not permitted to enter into a transaction of merger or
consolidation or convey, sell, lease or otherwise dispose of (or agree to do any
of the foregoing at any future time) all or substantially all of their assets or
enter into sale-leaseback transactions or purchase or otherwise acquire any
part of the property or assets of any Person.

         14. GAMING LAWS.

         The rights of the Holder of this Security and any owner of any
beneficial interest in this Security are subject to the gaming laws, regulations
and the jurisdiction and requirements of the Gaming Authorities and the
further limitations and requirements set forth in the Indenture.

         15. SUCCESSORS.

         When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.

         16. DEFAULTS AND REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 50% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity reasonably satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power.

         17. TRUSTEE DEALINGS WITH THE COMPANY.

         The Trustee under the Indenture may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company, the Guarantors or their respective Affiliates with the
same rights it would have if it were not the Trustee; provided, however, that
the Trustee shall use reasonable good-faith efforts so that it at no time
becomes a Revolving Lender; provided further, that the foregoing provision shall
in no event operate to prevent the

                                        9

<PAGE>   166

Trustee from acquiring all or any portion of the equity interests in any other
Person which itself is a Revolving Lender (and as a result of which the Trustee
could become a Revolving Lender).

         18. NO RECOURSE AGAINST OTHERS.

         An incorporator, director, officer, employee, stockholder or member, as
such, of the Company or any Guarantor or any Affiliate thereof (including,
without limitation, Harrah's Investor, Harrah's Management Company, HET and HOC,
but excluding the Company and Guarantors themselves) shall not have any
liability for any obligation of the Company or the Guarantors under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations, subject to certain exceptions set forth in the
Indenture. Each Holder of a Security by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

         19. AUTHENTICATION.

         This Security shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

         20. ABBREVIATIONS AND DEFINED TERMS.

         Customary abbreviations may be used in the name of a Holder of a
Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act). Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act, as in effect on the date of the Indenture.

         21. CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the

                                       10

<PAGE>   167

Securities and reliance may be placed only on the other identification numbers
printed hereon.

         22. TAX TREATMENT.

         The Company, each Guarantor, and each Holder of a Security by
acceptance of a Security, agree to (i) treat a Security as evidence of
indebtedness for federal, state and local income tax purposes and (ii) use a
discount rate with respect to the Security for purposes of Treasury Regulation
Sections 1.1275-4(c) and 1.1274-2(c) & (g) such that the issue price will be
equal to 100% of the original principal amount.

         23. GUARANTY.

         For value received and pursuant to and in accordance with the terms of
the Indenture, the Guarantors have unconditionally guaranteed, as set forth in
Article X of the Indenture (the "Guaranty"), to each Holder of a Security and
the Trustee the due and punctual payment of the principal of, premium (if any),
and interest on, such Security when and as the same shall become due and payable
for any reason in accordance with the terms of such Security and the Indenture.
For value received and pursuant to and in accordance with the terms of the
Indenture, JCC Holding has unconditionally guaranteed, as set forth in Article X
of the Indenture, to each holder of a Subsidiary Guaranty and the Trustee that
the obligations of each Subsidiary Guarantor will be promptly paid in full or
performed in accordance with the terms of the various Subsidiary Guaranties and
the Indenture. The Guarantors or the Subsidiary Guarantors may be released
from their respective guaranties in accordance with the terms of the Indenture.


                                       11
<PAGE>   168

                                   EXHIBIT A-3

                             [FORM OF SERIES B NOTE]

                           JAZZ CASINO COMPANY, L.L.C.

                              SERIES B SENIOR NOTES

                                    DUE 2008

No.                                       $

         Jazz Casino Company, L.L.C., a Louisiana limited liability company
(herein-after called the "Company," which term includes any successor entity
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______, or registered assigns, the principal sum of ________
Dollars, on March 30, 2008.

         Interest Payment Dates: March 30, June 30, September 30 and December
30. The first Interest Payment Date is June 30, 2001.

         Record Dates: March 15, June 15, September 15 and December 15. The
first Record Date is June 15, 2001.

         Reference is made to the further provisions of this Security on the
reverse side, which will, for all purposes, have the same effect as if set forth
at this place.

                                        1

<PAGE>   169

         IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed.

Dated:

                                          JAZZ CASINO COMPANY, L.L.C.

                                          By:
                                             --------------------------------
                                                       President

                                        2

<PAGE>   170

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities described in the within-mentioned
Indenture.

                            ----------------------------------------------------
                            Wells Fargo Bank Minnesota, National Association, as
                            Trustee

                            By:
                               -------------------------------------------------
                            Authorized Signatory


Dated:



<PAGE>   171


                           JAZZ CASINO COMPANY, L.L.C.

                                [FORM OF SERIES B
                                  SENIOR NOTES
                                    DUE 2008]

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.
COPIES OF SUCH INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF THIS
NOTE UPON REQUEST TO THE COMPANY.

         1. INTEREST.

         Jazz Casino Company, L.L.C., a Louisiana limited liability company (the
"Company"), promises to pay Fixed Interest on the principal amount of this
Security from March 30, 2001 (the "Issue Date"). "Fixed Interest" means
interest, payable on the Interest Payment Dates in accordance with the
Indenture, at a rate per annum of LIBOR (as determined for the respective
Interest Period) plus 275 basis points.

         During the PIK Period, the Company promises to pay 100% of the Fixed
Interest due and payable on the Series B Notes in Cash or, at the option of the
Company, through the issuance of Secondary Securities. Notwithstanding anything
to the contrary contained above, if any Securities (not divided into Series A
Notes and Series B Notes) are outstanding at a time when any Series B Notes are
outstanding, then if the PIK Option is exercised with respect to any
Securities or Series B Notes, and if the Company elects the PIK Option for less
than the maximum amounts permitted in section 2.2(e) of the Indenture, then in
each case the percentage of Fixed Interest payable through the issuance of
Secondary Securities with respect to the Series B Notes shall be twice the
percentage of Fixed Interest paid on Securities not divided into Series A Notes
and Series B Notes. If, pursuant to this paragraph, the Company issues Secondary
Securities as partial Cash payment of Fixed Interest, it shall give notice to
the Trustee not less than five Business Days prior to the applicable Interest
Payment Date, and shall instruct the Trustee (upon written order of the

                                        4

<PAGE>   172

Company signed by an Officer of the Company given not less than five nor more
than 45 days prior to such Interest Payment Date) to authenticate Secondary
Securities, dated such Interest Payment Date, in a principal amount equal to
the amount of Fixed Interest not paid in Cash in respect of this Security on
such Interest Payment Date. Each issuance of Secondary Securities as partial
Cash payments of Fixed Interest on the Securities shall be made pro rata with
respect to the outstanding Securities. Any such Secondary Securities shall be
governed by the Indenture and shall be subject to the same terms (including the
maturity date and the rate of interest from time to time payable thereon) as
this Security (except, as the case may be, with respect to the title, issuance
date and aggregate principal amount). The term Securities shall include the
Secondary Securities that may be issued under the Indenture.

         Interest on this Security will be payable on each Interest Payment Date
(March 30, June 30, September 30 and December 30), commencing June 30, 2001, to
the Person in whose name this Security is registered at the close of business
not less than fifteen days (March 15, June 15, September 15 or December 15)
preceding such Interest Payment Date (each, a "Record Date"). Interest on this
Security will be computed on the basis of a 360-day year, consisting of twelve
30-day months.

         In addition to payments of Fixed Interest, the Company will pay to the
Holder of this Security in accordance with the terms of this Security and the
Indenture such Holder's pro rata amount of principal as amortized below:

<TABLE>
<CAPTION>
 Scheduled Repayment Date               Amount
 ------------------------               ------
<S>                                   <C>
 June 30, 2005                        $1,500,000

 September 30, 2005                   $1,500,000

 December 30, 2005                    $1,500,000

 March 30, 2006                       $1,500,000

 June 30, 2006                        $1,500,000

 September 30, 2006                   $1,500,000

 December 30, 2006                    $1,500,000

 March 30, 2007                       $1,500,000

 June 30, 2007                        $1,500,000
</TABLE>

                                        5

<PAGE>   173

<TABLE>

<S>                                   <C>
 September 30, 2007                   $1,500,000

 December 30, 2007                    $1,500,000

 Stated Maturity                      The then outstanding aggregate principal
                                      amount of the Securities (together with
                                      all accrued and unpaid interest thereon).
</TABLE>

         In addition, on each Semi-Annual Free Cash Flow Payment Date (November
15 and May 15), beginning with November 15, 2002 and ending with May 15, 2005,
the Company shall pay an amount equal to 50% of Semi-Annual Free Cash Flow for
the Semi-Annual Free Cash Flow Payment Period last ended before the respective
Semi-Annual Free Cash Flow Payment Date.

         To the extent it is lawful, the Company promises to pay interest on any
interest payment due but unpaid on such principal amount at a rate per annum
equal to Base Rate plus 375 basis points compounded quarterly, as determined
from time to time, to the extent lawful.

         2. METHOD OF PAYMENT.

         The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date. Holders must
surrender Securities to a Paying Agent to collect principal payments. Except as
provided below, the Company shall pay principal and interest in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for payment of public and private debts ("Cash") (or, pursuant to
Paragraph 1 hereof, in Secondary Securities). However, the Company may pay
principal and interest by wire transfer of Federal funds, or interest by its
check payable in such Cash (or, pursuant to Paragraph 1 hereof, in Secondary
Securities). The Company may deliver any such interest payment to the Paying
Agent or the Company may mail any such interest payment to a Holder at the
Holder's registered address. Notwithstanding the preceding two sentences, in
the case of Securities of which The Depository Trust Company or its nominee is
the Holder, such payments must be made by wire transfer of Federal funds (or,
pursuant to Paragraph 1 hereof, in Secondary Securities).



                                       6
<PAGE>   174

         3. PAYING AGENT AND REGISTRAR.

         Initially, Wells Fargo Bank Minnesota, National Association (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or Co-registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Paying Agent, Registrar or Co-registrar.

         4. INDENTURE.

         The Company issued the Securities under an Indenture, dated as of March
30, 2001 (the "Indenture"), among the Company, JCC Holding, Canal Development,
Fulton Development, JCC Development and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act, as in effect on the date
of the Indenture. The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and said Act for a statement of them.
The Securities are secured obligations of the Company limited in aggregate
principal amount to $124,520,000, except for Secondary Securities and except as
otherwise provided in the Indenture.

         5. REDEMPTION.

         The Securities shall be redeemable in whole or in part at the election
of the Company, except as set forth in the Indenture, at the Redemption Price at
any time and from time to time, and shall be redeemed in whole or in part at any
time pursuant to a Required Regulatory Redemption at the Redemption Price. Any
redemption of the Securities shall comply with Article III of the Indenture.

         6. NOTICE OF REDEMPTION.

         Notice of redemption will be mailed by first class mail at least 10
days but not more than 60 days before the Redemption Date (unless a shorter
notice period shall be required by applicable laws or by order of any Gaming
Authority) to each Holder of Securities to be redeemed at his registered
address. Securities may be redeemed in part.

         Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent (other than the Company or an
Affiliate thereof) on

                                        7

<PAGE>   175

such Redemption Date, the Securities called for redemption will cease to bear
interest and the only right of the Holders of such Securities will be to receive
payment of the Redemption Price, including any accrued and unpaid interest to
the Redemption Date.

         7. DENOMINATIONS; TRANSFER; EXCHANGE.

         The Securities are in registered form, without coupons, in
denominations of $1.00 and integral multiples of $1.00. A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption.

         8. PERSONS DEEMED OWNERS.

         The registered Holder of a Security may be treated as the owner of it
for all purposes.

         9. UNCLAIMED MONEY.

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent(s) will pay the money back to the
Company at its written request. After that, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.

         10. AMENDMENT; SUPPLEMENT; WAIVER.

         Subject to certain exceptions set forth in the Indenture, the Indenture
or the Securities may be amended or supplemented with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Securities then outstanding. Without notice to
or consent of any Holder, the parties thereto may amend or supplement the
Indenture, the Security Documents, the Intercreditor Agreement or the Securities
to, among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place

                                        8

<PAGE>   176

of certificated Securities, or make any other change that does not adversely
affect the rights of any Holder of a Security.

         11. RESTRICTIVE COVENANTS.

         The Indenture imposes certain limitations on the ability of the Company
and its Subsidiaries to, among other things, incur additional Indebtedness,
issue additional Equity Interests, enter into transactions with Affiliates,
incur Liens, sell assets, merge or consolidate with any other Person and sell,
lease, transfer or otherwise dispose of substantially all of its properties or
assets. The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.

         12. SECURITY.

         In order to secure the obligations under the Indenture, the Company,
the Guarantors and the Trustee or the Collateral Agent have entered into the
Security Documents in order to create security interests in certain assets and
properties of the Company. As more fully set forth in the Security Documents and
Section 4.6 of the Indenture, the rights of the Holders (and the Trustee on
their behalf) to receive proceeds from the disposition of such assets and
properties are subject to the lien priorities created in favor of (i) certain
Obligations owing to the Collateral Agent, (ii) all reimbursement obligations
pursuant to the Minimum Payment Guaranties and any interest thereon and (iii)
unpaid Revolving Obligations.

         13. SALE OF ASSETS.

         Except as specifically provided in the Indenture, JCC Holding and its
subsidiaries are not permitted to enter into a transaction of merger or
consolidation or convey, sell, lease or otherwise dispose of (or agree to do any
of the foregoing at any future time) all or substantially all of their assets or
enter into sale-leaseback transactions or purchase or otherwise acquire any
part of the property or assets of any Person.

         14. GAMING LAWS.

         The rights of the Holder of this Security and any owner of any
beneficial interest in this Security are subject to the gaming laws, regulations
and the

                                        9

<PAGE>   177

jurisdiction and requirements of the Gaming Authorities and the further
limitations and requirements set forth in the Indenture.

         15. SUCCESSORS.

         When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.

         16. DEFAULTS AND REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 50% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity reasonably satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power.

         17. TRUSTEE DEALINGS WITH THE COMPANY.

         The Trustee under the Indenture may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company, the Guarantors or their respective Affiliates with the
same rights it would have if it were not the Trustee; provided, however, that
the Trustee shall use reasonable good-faith efforts so that it at no time
becomes a Revolving Lender; provided further, that the foregoing provision shall
in no event operate to prevent the Trustee from acquiring all or any portion of
the equity interests in any other Person which itself is a Revolving Lender (and
as a result of which the Trustee could become a Revolving Lender).

         18. NO RECOURSE AGAINST OTHERS.

         An incorporator, director, officer, employee, stockholder or member, as
such, of the Company or any Guarantor or any Affiliate thereof (including,
without limitation, Harrah's Investor, Harrah's Management Company, HET and HOC,
but excluding the Company and Guarantors themselves) shall not have any
liability for any obligation of the Company or the Guarantors under the
Securities or the

                                       10

<PAGE>   178

Indenture or for any claim based on, in respect of or by reason of such
obligations, subject to certain exceptions set forth in the Indenture. Each
Holder of a Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

         19. AUTHENTICATION.

         This Security shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

         20. ABBREVIATIONS AND DEFINED TERMS.

         Customary abbreviations may be used in the name of a Holder of a
Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act). Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act, as in effect on the date of the Indenture.

         21. CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

         22. TAX TREATMENT.

         The Company, each Guarantor, and each Holder of a Security by
acceptance of a Security, agree to (i) treat a Security as evidence of
indebtedness for federal, state and local income tax purposes and (ii) use a
discount rate with respect to the Security for purposes of Treasury Regulation
Sections 1.1275-4(c) and 1.1274-2(c) & (g) such that the issue price will be
equal to 100% of the original principal amount.

                                       11

<PAGE>   179

         23. GUARANTY.

         For value received and pursuant to and in accordance with the terms of
the Indenture, the Guarantors have unconditionally guaranteed, as set forth in
Article X of the Indenture (the "Guaranty"), to each Holder of a Security and
the Trustee the due and punctual payment of the principal of, premium (if any),
and interest on, such Security when and as the same shall become due and payable
for any reason in accordance with the terms of such Security and the Indenture.
For value received and pursuant to and in accordance with the terms of the
Indenture, JCC Holding has unconditionally guaranteed, as set forth in Article X
of the Indenture, to each holder of a Subsidiary Guaranty and the Trustee that
the obligations of each Subsidiary Guarantor will be promptly paid in full or
performed in accordance with the terms of the various Subsidiary Guaranties and
the Indenture. The Guarantors or the Subsidiary Guarantors may be released
from their respective guaranties in accordance with the terms of the Indenture.

                                       12

<PAGE>   180

                                  EXHIBIT A-4

                              [FORM OF ASSIGNMENT]

               I or we assign this Security to


----------------------------------------------------

----------------------------------------------------

----------------------------------------------------
(Print or type name, address and zip code of assignee)

         Please insert Social Security or other identifying number of assignee
______________ ____________and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.

Dated:                     Signed:

      -----------------    ---------------------------

     (Sign exactly as your name appears on the other side of this Security)

------------------------------------

Signature guarantee should be made by a guarantor institution participating in
the Securities Transfer Agents Medallion Program or in such other guarantee
program acceptable to the Trustee.





<PAGE>   181

                                   EXHIBIT A-5

                  [FORM OF OPTION OF HOLDER TO ELECT PURCHASE]

         If you want to elect to have this Security purchased by the Company
pursuant to Article VIII of the Indenture, sign and date this election form as
indicated below.

         If you want to elect to have only part of this Security purchased by
the Company pursuant to the Indenture, state the principal amount you want to be
purchased:

$
 ----------------

Dated:                     Signed:

      -----------------    ---------------------------

     (Sign exactly as your name appears on the other side of this Security)



<PAGE>   182

                                    EXHIBIT B

              Closing Conditions and Representations and Warranties

I. Closing Conditions

Each of JCC Holding, the Company and the other Guarantors agrees to take, or
causes to be taken, the following actions on or prior to the Issue Date.

         1.       Execution of Indenture; Securities. (i) This Indenture shall
                  be executed and delivered and (ii) there shall be delivered
                  to the Trustee for the account of each Holder the appropriate
                  Securities, executed by the Company, in each case in the
                  amount, maturity and as otherwise provided herein.

         2.       Fees, Etc. On the Issue Date, the Company shall have paid to
                  the Trustee all costs, fees and expenses (including, without
                  limitation, legal fees and expenses of counsel to the Trustee
                  only, title premiums, survey charges and recording taxes and
                  fees) payable to the Trustee then due.

         3.       Officer's Certificate. On the Issue Date, the Trustee shall
                  have received a certificate dated the Issue Date signed on
                  behalf of the Company by an Authorized Representative of the
                  Company stating that all of the conditions in Sections 6, 7,
                  9, 10, 11, 12, 13, 20, 21, 22, and 23 of this Section I of
                  Exhibit B have been satisfied on such date.

         4.       Opinions of Counsel. On the Issue Date, the Trustee shall have
                  received (i) from Latham & Watkins, special counsel to
                  Harrah's Management Company, an opinion addressed to the
                  Trustee dated the Issue Date in the form of Exhibit C-1, (ii)
                  from Kevin Colomb, General Counsel to Harrah's Management
                  Company, an opinion addressed to the Trustee dated the Issue
                  Date in the form of Exhibit C-2, (iii) from Adams & Reese
                  LLP, Louisiana counsel to the Company, an opinion addressed to
                  the Trustee and dated the Issue Date in the form of Exhibit
                  C-3, (iv) from Pillsbury Winthrop, LLP, New York counsel to
                  the Company, an opinion addressed to the Trustee and dated the
                  Issue Date in the form of Exhibit C-4, and (v) from William

                                  Exhibit B - 2

<PAGE>   183

                  H. Patrick, Esq., special counsel to the Company for Louisiana
                  gaming matters in the form of Exhibit C-5.

         5.       Corporate Documents; Proceedings; etc. On the Issue Date, the
                  Trustee shall have received a certificate, dated the Issue
                  Date, signed by an Authorized Representative of each of the
                  Credit Parties, and attested to by another Authorized
                  Representative of each such Credit Party, in the form of
                  Exhibit D with appropriate insertions, together with copies of
                  such Credit Party's certificate of incorporation and by-laws
                  (or other relevant organizational documents), as the case may
                  be, and the resolutions or other appropriate authorizing
                  documents of such Credit Party referred to in such
                  certificate, and the foregoing shall be in form and substance
                  reasonably satisfactory to the Trustee.

         6.       Debt Agreements. On the Issue Date, there shall have been
                  delivered to the Trustee true and correct copies, certified as
                  true and complete by an Authorized Representative of JCC
                  Holding, of all agreements evidencing or relating to
                  Indebtedness of JCC Holding or any of its Subsidiaries which
                  is to remain outstanding after the Issue Date (collectively,
                  the "Debt Agreements").

         7.       Leases; Etc. On the Issue Date, there shall have been
                  delivered to the Trustee, true and correct copies, certified
                  as true and complete by an Authorized Representative of the
                  Company, of all Leases. Furthermore, (i) the Collateral
                  Agent shall have been registered as the Registered Leasehold
                  Mortgagee under (and as defined in) the Casino Operating
                  Contract, (ii) the notice address for the Collateral Agent as
                  Leasehold Mortgagee under (and as defined in) the Casino Lease
                  shall have been delivered to the RDC.

         8.       Confirmation of Plan of Reorganization. On or prior to the
                  Issue Date, (i) there shall have been delivered to the Trustee
                  true and correct copies of the Plan of Reorganization and the
                  Disclosure Statement, (ii) a Confirmation Order shall have
                  been entered, (iii) the order referenced in preceding clause
                  (ii) shall not have been stayed and shall have become final
                  and non-appealable and (iv) all conditions precedent to the
                  effective date of the Plan of Reorganization shall have been
                  satisfied.

                                  Exhibit B - 3

<PAGE>   184

         9.       Revolving Credit Facility. On or prior to the Issue Date, (i)
                  the Company and the Revolving Lenders shall have entered into
                  the Revolving Credit Agreement and (ii) there shall have been
                  delivered to the Trustee true and correct copies of the
                  Revolving Credit Agreement Documents.

         10.      Releases. [Intentionally Omitted].

         11.      Issuance of New Common Stock. On or prior to the Issue Date,
                  (i) JCC Holding shall have issued all shares of New Common
                  Stock in accordance with and pursuant to the Plan of
                  Reorganization and (ii) there shall have been delivered to the
                  Trustee true and correct copies of the New Common Stock
                  Documents.

         12.      Management Agreement. On the Issue Date, there shall have been
                  delivered to the Trustee (i) a true and correct copy,
                  certified as true and complete by an Authorized Representative
                  of the Company, of the Management Agreement (including all
                  exhibits and schedules thereto). Except for the Management
                  Agreement, the Company shall not be a party to any other
                  management agreement or arrangement with respect to the Casino
                  or otherwise.

         13.      Pledge Agreement. On the Issue Date, JCC Holding, the Company
                  and each Subsidiary Guarantor shall have duly authorized,
                  executed and delivered a Pledge Agreement in the form of
                  Exhibit E (as modified, supplemented or amended from time to
                  time, the "Pledge Agreement") and shall have delivered to
                  the Collateral Agent, as Pledgee, all the Pledged Securities,
                  if any, referred to therein then owned by JCC Holding, the
                  Company and each Subsidiary Guarantor (to the extent required
                  to be delivered on the Issue Date pursuant to the terms
                  thereof), (i) endorsed in blank in the case of promissory
                  notes constituting Pledged Securities and (ii) together with
                  executed and undated stock powers, in the case of capital
                  stock constituting Pledged Securities.

         14.      Security Agreement. On the Issue Date, JCC Holding, the
                  Company and each Subsidiary Guarantor shall have duly
                  authorized, executed and delivered a Security Agreement in the
                  form of Exhibit F (as modified, supplemented or amended from
                  time to time, the "Security

                                  Exhibit B - 4

<PAGE>   185

                  Agreement") covering all of JCC Holding's, the Company's and
                  each Subsidiary Guarantor's present and future Security
                  Agreement Collateral, together with:

                  (a)      proper Financing Statements (Form UCC-1) fully
                           executed for filing under the UCC or other
                           appropriate filing offices of each jurisdiction as
                           may be necessary or desirable to perfect the security
                           interests purported to be created by the Security
                           Agreement;

                  (b)      unless otherwise previously provided, certified
                           copies of Requests for Information or Copies (Form
                           UCC-11), or equivalent reports, listing all
                           effective financing statements that name JCC Holding,
                           the Company or any Subsidiary Guarantor as debtor and
                           that are filed in the jurisdictions referred to in
                           clause (a) above, together with copies of such other
                           financing statements (none of which shall cover the
                           Collateral except to the extent evidencing Permitted
                           Liens or in respect of which the Collateral Agent
                           shall have received termination or assignment
                           statements (Form UCC-3) or such other termination
                           statements as shall be required by local law) fully
                           executed for filing;

                  (c)      evidence of the completion of all other recordings
                           and filings of, or with respect to, the Security
                           Agreement as may be necessary or desirable to perfect
                           the security interests intended to be created by the
                           Security Agreement; and

                  (d)      evidence that JCC Holding, the Company and the
                           Subsidiary Guarantors have obtained all necessary
                           consents to permit them to assign to the Collateral
                           Agent pursuant to the Security Agreement all of the
                           their right, title and interest in and to all
                           material Permits required to be obtained by the Issue
                           Date in connection with the ownership, lease,
                           construction, equipping and operation of the Project
                           or any facilities or services ancillary thereto and
                           the other transactions contemplated by the Revolving
                           Credit Agreement Documents and the other Documents
                           and otherwise referred to herein or therein, Project
                           Documents, construction documents, architectural and


                                  Exhibit B - 5

<PAGE>   186

                           engineering documents, maintenance, management
                           (including the Management Agreement), leasing and
                           service documents and franchise contracts relating to
                           the Project (other than (i) the Casino Operating
                           Contract and (ii) to the extent a security interest
                           therein cannot be so granted under applicable law,
                           any other Permit).

         15.      Mortgages. On the Issue Date, the Collateral Agent shall have
                  received a copy certified by the Recorder of Mortgages for
                  Orleans Parish, Louisiana of fully executed mortgages in the
                  form of Exhibits G-1 through G-4, inclusive (as modified,
                  supplemented or amended from time to time, each a "Mortgage"
                  and, collectively, the "Mortgages"), which Mortgages shall
                  cover (i) in the case of the Mortgage executed and delivered
                  in the form of Exhibit G-1 (as modified, supplemented or
                  amended from time to time, the "Company Mortgage"), the Casino
                  Lease and the Company's fee simple estate or leasehold estate
                  or other interest, as the case may be, in such other Real
                  Property owned or leased by the Company (each, a "Company
                  Mortgaged Property" and, collectively, the "Company Mortgaged
                  Properties"), (ii) in the case of the Mortgage executed and
                  delivered in the form of Exhibit G-2 (as modified,
                  supplemented or amended from time to time, the "JCC
                  Development Mortgage"), JCC Development's interest as
                  sublessee in the Second Floor Sublease and JCC Development's
                  fee simple estate or leasehold estate or other interest, as
                  the case may be, in such other Real Property owned or leased
                  by JCC Development (each a "JCC Development Mortgaged
                  Property" and, collectively, the "JCC Development Mortgaged
                  Properties"), (iii) in the case of the Mortgage executed and
                  delivered in the form of Exhibit G-3 (as modified,
                  supplemented or amended from time to time, the "Canal
                  Development Mortgage"), Canal Development's fee simple estate
                  or leasehold estate or other interest, as the case may be, in
                  such Real Property owned or leased by Canal Development (each
                  a "Canal Development Mortgaged Property" and, collectively,
                  the "Canal Development Mortgaged Properties"), and (iv) in the
                  case of the Mortgage executed and delivered in the form of
                  Exhibit G-4 (as modified, supplemented or amended from time to
                  time, the "Fulton Development Mortgage"), Fulton Development's
                  fee simple estate or leasehold estate or other interest, as
                  the case may be, in such Real Property owned or leased by
                  Fulton Development (each a "Fulton Development Mortgaged
                  Property" and, collectively, the "Fulton Development Mortgaged
                  Proper- ties"), and each of which Mortgages shall have been
                  recorded in Orleans Parish, Louisiana to effectively create a
                  valid and enforceable mortgage lien.

                                  Exhibit B - 6

<PAGE>   187

         16.      Intercreditor Agreement. On the Issue Date, the Trustee, the
                  Collateral Agent, and the Revolving Lenders shall have duly
                  authorized, executed and delivered an Intercreditor Agreement
                  in the form of Exhibit H (as modified, supplemented or amended
                  from time to time, the "Intercreditor Agreement"), and the
                  Intercreditor Agreement shall be in full force and effect.

         17.      Consent Letter. On the Issue Date, the Trustee shall have
                  received a letter from CT Corporation System, presently
                  located at 1633 Broadway, New York, New York 10019,
                  substantially in the form of Exhibit I, indicating its
                  consent to its appointment by each Credit Party as its agent
                  to receive service of process as specified in Section 11.8 of
                  the Indenture.

         18.      Manager Subordination Agreement. On the Issue Date, the
                  Company and Harrah's Management Company shall have duly
                  authorized, executed and delivered a Subordination Agreement
                  in the form of Exhibit J (as modified, supplemented or amended
                  from time to time, the "Manager Subordination Agreement"), and
                  the Manager Subordination Agreement shall be in full force
                  and effect.

         19.      Registration Rights Agreements. On the Issue Date, the Company
                  and each Holder listed in Exhibit A to the Registration Rights
                  Agreements shall have duly authorized, executed and delivered
                  the Registration Rights Agreements in the form of Exhibits M
                  and N (as modified, supplemented or amended from time to time,
                  collectively, the "Registration Rights Agreements"), and the
                  Registration Rights Agreements shall remain in full force and
                  effect.

         20.      Adverse Change; Approvals; Permits; etc.

                  (a)      On the Issue Date, nothing shall have occurred which
                           is reasonably likely to have a material adverse
                           effect (i) on the rights or remedies of the Trustee
                           or the Revolving Lenders, or on the ability of any
                           Credit Party to perform their respective obligations
                           to the Trustee and the Revolving Lenders or (ii) on
                           the business, property, assets, liabilities,
                           condition (financial

                                  Exhibit B - 7

<PAGE>   188

                           or otherwise) or prospects of any Credit Party from
                           that set forth in the Financial Forecast.

                  (b)      On or prior to the Issue Date, all necessary
                           governmental (domestic and foreign) and third party
                           approvals (including, without limitation, all
                           approvals of the Bankruptcy Court having jurisdiction
                           over the Credit Parties' bankruptcy case) and Permits
                           (including, without limitation, the Casino Operating
                           Contract) (other than approvals and Permits as are
                           immaterial to the construction or operation of the
                           Project) required to be obtained by such date in
                           connection with the ownership, lease, construction
                           and operation of the Project or any facilities or
                           services ancillary thereto and the other transactions
                           contemplated by the Revolving Credit Agreement
                           Documents and the other Documents and otherwise
                           referred to herein or therein shall have been
                           obtained and remain in full force and effect, and no
                           action shall have been taken by any competent
                           authority which restrains, prevents or imposes
                           materially adverse conditions upon the completion of
                           the Project or the consummation of the transactions
                           contemplated by this Indenture and the other
                           Documents. Additionally, there shall not exist any
                           judgment, order, injunction or other restraint issued
                           or filed or a hearing seeking injunctive relief or
                           other restraint pending or notified (i) challenging
                           the legality, validity or enforceability of any such
                           Permit or the legality or validity of the process
                           pursuant to which such Permit was issued or (ii)
                           prohibiting or imposing materially adverse conditions
                           upon the completion of the Project or the
                           consummation of the transactions contemplated by this
                           Indenture and the other Documents.

                  (c)      On or prior to the Issue Date, there shall have been
                           delivered to the Trustee evidence that the Holders of
                           the Securities are qualified under the Louisiana
                           Gaming Regulations as financial sources or
                           qualifiers, or are exempt or waived from, or are
                           presumed qualified under, the provisions thereof, and
                           the Trustee shall be satisfied that no other
                           Louisiana gaming license, authorization,
                           qualification, waiver or exemption of the Holders of
                           the Securities is required on or prior to the Issue

                                Exhibit B - 8

<PAGE>   189

                           Date by reason of this Indenture or the Security
                           Documents. The Trustee shall be satisfied with any
                           conditions or requirements imposed by Louisiana or
                           other relevant Gaming Authorities upon the Holders
                           of the Securities, this Indenture, the Security
                           Documents or the Collateral.

                  (d)      On or prior to the Issue Date, the Company, HET, HOC
                           and Harrah's Management Company shall have received
                           any qualifications required on or prior to the Issue
                           Date under applicable Gaming Regulations in
                           connection with this Indenture, the Security
                           Documents and the Transaction, and the Company, HET,
                           HOC and Harrah's Management Company shall have
                           received all other approvals, authorizations or
                           consents of, or notices to or registrations with any
                           governmental body and required releases and
                           consents from any other appropriate Persons in
                           connection with this Indenture, the Security
                           Documents and the Transaction and required on or
                           prior to the Issue Date.

                  (e)      On the Issue Date, there shall have been delivered to
                           the Trustee true and correct copies, certified as
                           true and complete by an Authorized Representative of
                           the Company, of all such approvals and Permits
                           referred to in this Section 20 and required to be
                           obtained by the Issue Date.

         21.      Litigation. On the Issue Date, no litigation by any entity
                  (private or governmental) shall be pending or threatened
                  (except that litigation which is identified in the attached
                  Exhibit K) (i) with respect to the Indenture, the other
                  Documents or with respect to the Transaction or (ii) which
                  could have a material adverse effect on the business,
                  property, assets, nature of assets, liabilities, condition
                  (financial or otherwise) or prospects of the Company.

         22.      Minimum Payment Guaranty; etc.

                  (a)      On the Issue Date, HET and HOC shall have duly
                           authorized, executed and delivered the initial
                           Minimum Payment Guaranty in favor of the LGCB as
                           required by Section 25.1 of the Casino Operating
                           Contract and, in connection therewith, HET,

                                Exhibit B - 9


<PAGE>   190

                           HOC and the Company shall have entered into the
                           HET/JCC Agreement.

                  (b)      On the Issue Date, there shall have been delivered to
                           the Trustee true and correct copies, certified as
                           true and complete by an Authorized Representative of
                           Company, of all of the Minimum Payment Guaranty
                           Documents, all of which shall be reasonably
                           satisfactory to the Trustee.

         23.      No Default; Representations and Warranties. On the Issue Date
                  and after giving effect thereto (i) there shall exist no
                  Default or Event of Default and (ii) all representations and
                  warranties as set forth in Part II of this Schedule B, in
                  the Security Documents and in the other Revolving Credit
                  Agreement Documents shall be true and correct in all
                  material respects (it being understood and agreed that any
                  representation or warranty which by its terms is made as of a
                  specified date shall be required to be true and correct in all
                  material respects only as of such specified date).

                           The issuance of the Securities on the Issue Date
                  shall be deemed to constitute a representation and warranty by
                  the Company to the Trustee that all of the conditions
                  specified in this Exhibit B exist (and have been satisfied) as
                  of that time. All of the Securities, certificates, legal
                  opinions and other documents and papers referred to in the
                  Indenture, unless otherwise specified, shall be delivered to
                  the Trustee at the Notice Office for the account of each of
                  the Holders of the Securities and, except for the Securities,
                  in sufficient counterparts for each of the Holders of the
                  Securities and shall be in form and substance reasonably
                  satisfactory to the Holders of the Securities.

                                 Exhibit B - 10


<PAGE>   191

II.      Representations, Warranties and Agreements. In order to induce the
         Holders of the Securities to accept the Securities, each of JCC
         Holding, the Company and the Guarantors makes the following
         representations, warranties and agreements, with the occurrence of the
         Issue Date being deemed to constitute a representation and warranty
         that the matters specified in this Exhibit B are true and correct in
         all material respects on the Issue Date (it being understood and agreed
         that any representation or warranty which by its terms is made as of a
         specified date shall be required to be true and correct in all material
         respects only as of such specified date).

         1.       Status. Each of JCC Holding and its Subsidiaries (i) is a duly
                  organized and validly existing corporation or limited
                  liability company, as the case may be, in good standing under
                  the laws of the jurisdiction of its organization, (ii) has the
                  requisite power and authority to own its property and assets
                  and to transact the business in which it is engaged and
                  presently proposes to engage and (iii) is duly qualified and
                  is authorized to do business and is in good standing in each
                  jurisdiction where the conduct of its business requires such
                  qualifications except for failures to be so qualified which,
                  individually or in the aggregate, could not reasonably be
                  expected to have a material adverse effect on the business,
                  operations, property, assets, liabilities, condition (finan-
                  cial or otherwise) or prospects of the Company and its
                  Subsidiaries taken as a whole.

         2.       Power and Authority. Each of JCC Holding and its Subsidiaries
                  has the corporate or limited liability company, as the case
                  may be, power and authority to execute, deliver and perform
                  the terms and provisions of each of the Documents to which it
                  is party and has taken all necessary action to authorize the
                  execution, delivery and performance by it of each of such
                  Documents. Each of JCC Holding and its Subsidiaries has duly
                  executed and delivered each of the Documents to which it is
                  party, and each of such Documents constitutes the legal, valid
                  and binding obligation of such Person enforceable in
                  accordance with its terms, except to the extent that the
                  enforceability thereof may be limited by applicable
                  bankruptcy, insolvency, reorganization, moratorium or other
                  similar laws generally affecting creditors' rights and by
                  equitable principles (regardless of whether enforcement is
                  sought in equity or at law).

                                Exhibit B - 11

<PAGE>   192

         3.       No Violation. Neither the execution, delivery or performance
                  by JCC Holding or any of its Subsidiaries of the Documents to
                  which it is a party, nor compliance by it with the terms and
                  provisions thereof, (i) will contravene any provision of any
                  applicable law, statute, rule or regulation or any applicable
                  order, writ, injunction or decree of any court or governmental
                  instrumentality, (ii) will conflict with or result in any
                  breach of any of the terms, covenants, conditions or
                  provisions of, or constitute a default under, or result in the
                  creation or imposition of (or the obligation to create or
                  impose) any Lien (except pursuant to the Security Documents)
                  upon any of the properties or assets of JCC Holding or any of
                  its Subsidiaries pursuant to the terms of any indenture,
                  mortgage, deed of trust, credit agreement or loan agreement,
                  or any other material agreement, contract or instrument to
                  which JCC Holding or any of its Subsidiaries is a party or by
                  which it or any of its property or assets is bound or to which
                  it may be subject or (iii) will violate any provision of the
                  certificate of incorporation or by-laws, or other
                  organizational documents, of JCC Holding or any of its
                  Subsidiaries.

         4.       Governmental Approvals. No order, consent, approval, license,
                  authorization or validation of, or filing, recording or
                  registration with (except as have been obtained or made on or
                  prior to the Issue Date and excluding any such items which are
                  not required to be obtained or in effect as of the Issue
                  Date), or exemption by, any governmental or public body or
                  authority (including, without limitation, any Gaming
                  Authority), or any subdivision thereof, is required to
                  authorize, or is required in connection with, (i) the
                  execution, delivery and performance of any Document, (ii)
                  the consummation of the Transaction or (iii) the legality,
                  validity, binding effect or enforceability of any such
                  Document, except where the failure to so obtain would not (x)
                  have a material adverse effect on the business, operations,
                  property, assets, liabilities, condition (financial or
                  otherwise) or prospects of the Company or JCC Holding and its
                  Subsidiaries taken as a whole or (y) adversely affect the
                  Holders of the Securities, the Trustee, the Collateral Agent
                  or their rights under, or the legality, validity, binding
                  effect or enforceability of, any Senior Note Document.

         5.       Financial Statements; Financial Condition; Undisclosed
                  Liabilities; Financial Projections.

                                Exhibit B - 12

<PAGE>   193

                  (a)      On and as of the Issue Date, (i) the Financial
                           Forecast was prepared based upon the assumptions
                           described therein for the periods presented, (ii) the
                           Financial Forecast was based on good faith
                           assumptions and estimates, and (iii) although a range
                           of possible different assumptions and estimates might
                           also be reasonable, neither JCC Holding nor the
                           Company is aware of any facts that would lead it to
                           believe that the assumptions and estimates on which
                           the Financial Forecast was based are not reasonable;
                           provided that no assurance can be given that the
                           projected results will be realized or with respect to
                           the ability of the Company to achieve the projected
                           results, and while the Financial Forecast is
                           necessarily presented with numerical specificity, the
                           actual results achieved during the periods presented
                           in all likelihood will differ from the projected
                           results and such differences may be material.

                  (b)      Except as fully disclosed in the Financial Forecast,
                           there were as of the Issue Date no liabilities or
                           obligations with respect to JCC Holding or any of its
                           Subsidiaries of any nature whatsoever (whether
                           absolute, accrued, contingent or otherwise and
                           whether or not due) which, either individually or in
                           aggregate, would be material to the Company or JCC
                           Holding and its Subsidiaries taken as a whole.

         6.       Litigation. There are no actions, suits or proceedings pending
                  or, to the best knowledge of JCC Holding and the Company,
                  threatened (except that litigation which is identified in the
                  attached Exhibit K) (i) with respect to any Document or (ii)
                  that could reasonably be expected to materially and
                  adversely affect the business, operations, property, assets,
                  liabilities, condition (financial or otherwise) or prospects
                  of the Company or JCC Holding and its Subsidiaries taken as a
                  whole.

         7.       True and Complete Disclosure. All factual information (taken
                  as a whole) furnished by or on behalf of JCC Holding or the
                  Company in writing to the Trustee for purposes of or in
                  connection with this Indenture, the other Documents or any
                  transaction contemplated herein or therein is, and all other
                  such factual information (taken as a whole) hereafter
                  furnished by or on behalf of JCC Holding or the

                                Exhibit B - 13

<PAGE>   194
                  Company in writing to the Trustee, will be, true and accurate
                  in all material respects on the date as of which such
                  information is dated or certified and not incomplete by
                  omitting to state any fact necessary to make such information
                  (taken as a whole) not misleading in any material respect at
                  such time in light of the circumstances under which such
                  information was provided.

         8.       Use of Proceeds; Margin Regulations. No part of the proceeds
                  of any Securities (or Indebtedness refinanced therewith) was
                  used to purchase or carry any Margin Stock or to extend
                  credit for the purpose of purchasing or carrying any Margin
                  Stock. Neither the making (or deemed making) of any Securities
                  nor the use of the proceeds thereof will violate or be
                  inconsistent with the provisions of Regulation T, Regulation U
                  or Regulation X.

         9.       Tax Returns and Payments. Each of JCC Holding and its
                  Subsidiaries has timely filed or caused to be timely filed, on
                  the due dates thereof or within applicable extension or grace
                  periods, with the appropriate taxing authority, all material
                  U.S. federal, state, city and other returns, statements, forms
                  and reports for taxes (the "Returns") required to be filed by
                  or with respect to the income, properties or operations of JCC
                  Holding and its Subsidiaries. The Returns accurately reflect
                  in all material respects all liability for taxes of JCC
                  Holding and its Subsidiaries for the periods covered
                  thereby. Each of JCC Holding and its Subsidiaries has paid all
                  material taxes payable by it other than taxes which are not
                  delinquent, and other than those contested in good faith and
                  for which adequate reserves have been established in
                  accordance with generally accepted accounting principles.
                  There is no material action, suit, proceeding, investigation,
                  audit, or claim now pending or, to the best knowledge of JCC
                  Holding and the Company, threatened by any taxing authority
                  regarding any taxes relating to JCC Holding and its
                  Subsidiaries. As of the Issue Date, neither JCC Holding nor
                  any of its Subsidiaries has entered into an agreement or
                  waiver or been requested to enter into an agreement or waiver
                  extending any statute of limitations relating to the payment
                  or collection of taxes of JCC Holding or such Subsidiary.
                  Neither JCC Holding nor any of its Subsidiaries has provided,
                  with respect to itself or property held by it, any consent
                  under Section 341 of the Code.

                                Exhibit B - 14

<PAGE>   195
         10.      Compliance with ERISA. Each Plan is in substantial compliance
                  with ERISA and the Code; no Reportable Event has occurred with
                  respect to a Plan; no Plan is insolvent or in reorganization;
                  no Plan has an Unfunded Current Liability; no Plan has an
                  accumulated or waived funding deficiency, has permitted
                  decreases in its funding standard account or has applied for
                  an extension of any amortization period within the meaning of
                  Section 412 of the Code; all contributions required to be made
                  with respect to a Plan have been timely made; neither JCC
                  Holding nor any of its Subsidiaries nor any ERISA Affiliate
                  has incurred any material liability to or on account of a Plan
                  pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
                  4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),
                  4971 or 4975 of the Code or expects to incur any liability
                  (including any indirect, contingent, or secondary liability)
                  under any of the foregoing Sections with respect to any Plan;
                  no proceedings have been instituted to terminate or appoint a
                  trustee to administer any Plan; no condition exists which
                  presents a material risk to JCC Holding or any of its
                  Subsidiaries or any ERISA Affiliate of incurring a liability
                  to or on account of a Plan pursuant to the foregoing
                  provisions of ERISA and the Code; no lien imposed under the
                  Code or ERISA on the assets of JCC Holding or any of its
                  Subsidiaries or any ERISA Affiliate exists or is likely to
                  arise on account of any Plan; and JCC Holding and its
                  Subsidiaries may cease contributions to or terminate any
                  employee benefit plan maintained by any of them without
                  incurring any material liability. The representations and
                  warranties in this Section II(10) of Exhibit B shall only
                  apply insofar as the matters referred to in this Section
                  II(10) of Exhibit B present a risk of material liability to
                  JCC Holding or any of its Subsidiaries or ERISA Affiliates.
                  With respect to a multi-employer plan as defined in Section
                  4001(a)(3) of ERISA, it is understood and agreed that the
                  representations and warranties of this Section II(10) of
                  Exhibit B are based solely on nonreceipt by JCC Holding or its
                  Subsidiaries or ERISA Affiliates of written notice from the
                  PBGC or a Plan Administrator referring to material violations
                  or material liabilities affecting JCC Holding or its
                  Subsidiaries or ERISA Affiliates in respect of the matters
                  referred to in such representations and warranties.


                                Exhibit B - 15

<PAGE>   196
         11.      The Security Documents.

                  (a)      The provisions of the Security Agreement are
                           effective to create in favor of the Collateral Agent
                           for the benefit of the Secured Creditors (subject to
                           the provisions of the Intercreditor Agreement) a
                           legal, valid and enforceable security interest in
                           all right, title and interest of the Credit Parties
                           in the Security Agreement Collateral described
                           therein, and the Security Agreement, upon the filing
                           of Form UCC-1 financing statements or the appropriate
                           equivalent (which filings have been made), creates a
                           fully perfected (except as otherwise expressly
                           provided in Section 3.2(d) of the Pledge Agreement
                           with respect to Gaming Patron Indebtedness) lien on,
                           and security interest in, all right, title and
                           interest in all of the Security Agreement Collateral
                           described therein, subject to no other Liens other
                           than Permitted Liens. The recordation of the
                           Assignment of Security Interest in U.S. Patents and
                           Trademarks in the form attached to the Security
                           Agreement in the United States Patent and Trademark
                           Office together with filings on Form UCC-1 made
                           pursuant to the Security Agreement will be
                           effective, under applicable law, to perfect the
                           security interest granted to the Collateral Agent in
                           the trademarks and patents covered by the Security
                           Agreement and the recordation of the Assignment of
                           Security Interest in U.S. Copyrights in the form
                           attached to the Security Agreement with the United
                           States Copyright Office together with filings on Form
                           UCC-1 made pursuant to the Security Agreement will be
                           effective under federal law to perfect the security
                           interest granted to the Collateral Agent in the
                           copyrights covered by the Security Agreement. Each
                           Credit Party has good and valid title to all Security
                           Agreement Collateral described therein, free and
                           clear of all Liens except those described above in
                           this clause (a).

                  (b)      The security interests created in favor of the
                           Collateral Agent, as Pledgee, for the benefit of the
                           Secured Creditors (subject to the provisions of the
                           Intercreditor Agreement) under the Pledge Agreement
                           constitute first priority perfected (except as
                           otherwise expressly provided in Section 3.2(d) of the
                           Pledge Agreement with respect to Gaming Patron
                           Indebtedness) security interests in the Pledge
                           Agreement Collateral, subject

                                Exhibit B - 16

<PAGE>   197

                           to no security interests of any other Person. No
                           filings or recordings are required in order to
                           perfect (or maintain the perfection or priority of)
                           the security interests created in the Pledged
                           Securities and the proceeds thereof under the Pledge
                           Agreement.

                  (c)      Upon the establishment of any Pledged Account in
                           accordance with the Security Agreement, and until the
                           termination of such Security Agreement in accordance
                           with its respective terms, the security interests
                           created in favor of the Collateral Agent for the
                           benefit of the Secured Creditors (subject to the
                           provisions of the Intercreditor Agreement) under
                           such Security Agreement will constitute perfected
                           security interests in the Collateral (as defined in
                           such Security Agreement), subject to no security
                           interests of any other Person (other than Permitted
                           Liens). No filings or recordings are required (other
                           than those that have been made) in order to perfect
                           (or maintain the perfection or priority of) the
                           security interests created in such Collateral.

                  (d)      The Mortgages create, as security for the obligations
                           purported to be secured thereby, valid and
                           enforceable perfected security interests in and
                           mortgage liens on all of the Mortgaged Properties
                           in favor of the Collateral Agent for the benefit of
                           the Secured Creditors (subject to the provisions of
                           the Intercreditor Agreement), superior to and prior
                           to the rights of all third Persons (except that the
                           security interest and mortgage lien created in the
                           Mortgaged Properties may be subject to the Permitted
                           Encumbrances related thereto) and subject to no other
                           Liens (other than Permitted Liens). Each of JCC
                           Holding and its Subsidiaries has good and
                           merchantable title to all fee-owned Mortgaged
                           Properties and valid leasehold title to all leasehold
                           Mortgaged Properties, in each case free and clear of
                           all leases, occupancy interests and all Liens except
                           those described in the first sentence of this
                           subsection (d).

         12.      Representations and Warranties in Documents. On the Issue
                  Date, all representations and warranties set forth in the
                  Documents were true

                                Exhibit B - 17

<PAGE>   198

                  and correct in all material respects at the time as of which
                  such representations and warranties were made (or deemed
                  made).

         13.      Properties. Each of JCC Holding and its Subsidiaries has good
                  and valid title to all material properties owned by it (except
                  as sold or otherwise disposed of in the ordinary course of
                  business), free and clear of all Liens, other than Permitted
                  Liens. On the Issue Date, the Mortgages set forth a true and
                  complete description of all Real Property owned or leased by
                  JCC Holding and its Subsidiaries and sets forth the direct
                  owner or lessee thereof.

         14.      Capitalization.

                  (a)      On the Issue Date, the authorized capital stock of
                           JCC Holding shall consist of 40,000,000 shares of
                           common stock, $.01 par value per share, of which no
                           more than 12,386,200 shares are issued and
                           outstanding. All such outstanding shares of common
                           stock have been duly and validly issued, are fully
                           paid and non-assessable and are free of preemptive
                           rights. As of the Issue Date, JCC Holding does not
                           have outstanding any securities convertible into or
                           exchangeable for its capital stock or outstanding any
                           rights to subscribe for or to purchase, or any
                           options for the purchase of, or any agreements
                           providing for the issuance (contingent or otherwise)
                           of, or any calls, commitments or claims of any
                           character relating to, its capital stock.

                  (b)      100% of the Equity Interests in each of the Company,
                           JCC Development, Canal Development and Fulton
                           Development are owned by JCC Holding, and all such
                           Equity Interests are fully paid and nonassessable and
                           are free of preemptive rights. As of the Issue Date,
                           none of the Company, JCC Development, Canal
                           Development or Fulton Development has outstanding
                           any securities convertible into or exchangeable for
                           its Equity Interests or outstanding any rights to
                           subscribe for or to purchase, or any options for the
                           purchase of, or any agreements providing for the
                           issuance (contingent or otherwise) of, or any calls,
                           commitments or claims of any character relating to,
                           its Equity Interests.

                                Exhibit B - 18

<PAGE>   199
         15.      Subsidiaries. As of the Issue Date, JCC Holding has no
                  Subsidiaries other than the Company, JCC Development, Canal
                  Development and Fulton Development, each of which is a direct
                  Wholly-Owned Subsidiary of JCC Holding.

         16.      Compliance with Statutes, Etc.

                  (a)      Each of JCC Holding and its Subsidiaries is in
                           compliance with all applicable statutes, laws,
                           ordinances, codes, rules, regulations and orders of,
                           and all applicable restrictions imposed by and all
                           applicable Permits issued by, all governmental
                           bodies, domestic or foreign, in respect of the
                           conduct of its business, the ownership of its
                           property and the construction and operation of the
                           Casino (including applicable statutes, regulations,
                           orders and restrictions relating to environmental
                           standards and controls) to the extent required as of
                           the Issue Date, except such instances of
                           noncompliance as could not, individually or in the
                           aggregate, reasonably be expected to have a material
                           adverse effect on the business, operations, property,
                           assets, liabilities, condition (financial or
                           otherwise) or prospects of the Company or JCC Holding
                           and its Subsidiaries taken as a whole.

                  (b)      All necessary governmental (domestic and foreign) and
                           third party approvals and Permits (including, without
                           limitation, the Casino Operating Contract) (other
                           than any approvals and Permits as are immaterial to
                           the operation of the Casino) required to be obtained
                           by the date upon which this representation is being
                           made or deemed made in connection with the ownership,
                           lease, construction and operation of the Casino or
                           any facilities or services ancillary thereto and the
                           other transactions contemplated by the Revolving
                           Credit Agreement Documents and the other Documents
                           and otherwise referred to herein or therein have been
                           obtained and remain in full force and effect, and all
                           applicable waiting periods shall have expired without
                           any action being taken by any competent authority
                           which restrains, prevents or imposes materially
                           adverse conditions upon the operation of the Casino
                           or the consummation of the transactions contemplated
                           by this Indenture and the

                                Exhibit B - 19

<PAGE>   200

                           other Documents. Additionally, there does not exist
                           any judgment, order, injunction or other restraint
                           issued or filed or a hearing seeking injunctive
                           relief or other restraint pending or notified (i)
                           challenging the legality, validity or enforceability
                           of any such Permit or the legality or validity of the
                           process pursuant to which such Permit was issued or
                           (ii) prohibiting or imposing materially adverse
                           conditions upon the operation of the Casino or the
                           consummation of the transactions contemplated by this
                           Indenture and the other Documents.

         17.      Investment Company Act. Neither JCC Holding nor any of its
                  Subsidiaries is an "investment company" or a company
                  "controlled" by an "investment company," within the meaning of
                  the Investment Company Act of 1940, as amended.

         18.      Public Utility Holding Company Act. Neither JCC Holding nor
                  any of its Subsidiaries is a "holding company," or a
                  "subsidiary company" of a "holding company," or an "affiliate"
                  of a "holding company" or of a "subsidiary company" of a
                  "holding company" within the meaning of the Public Utility
                  Holding Company Act of 1935, as amended.

         19.      Environmental Matters.

                  (a)      Each of JCC Holding and its Subsidiaries is in
                           compliance with all applicable Environmental Laws and
                           the requirements of any Permits issued under such
                           Environmental Laws. There are no pending or, to the
                           best knowledge of JCC Holding and the Company after
                           due inquiry, past or threatened Environmental Claims
                           against JCC Holding or any of its Subsidiaries or any
                           Real Property owned or operated by JCC Holding or any
                           of its Subsidiaries that individually or in the
                           aggregate could reasonably be expected to materially
                           and adversely affect the business, operations,
                           property, assets, liabilities, condition (financial
                           or otherwise) or prospects of the Company or JCC
                           Holding and its Subsidiaries taken as a whole. There
                           are no facts, circumstances, conditions or
                           occurrences with respect to the business or
                           operations of JCC Holding or any of its Subsidiaries
                           or any Real Property owned or operated by JCC Holding
                           or any of its Subsidiaries or, to the best

                                Exhibit B - 20

<PAGE>   201

                           knowledge of JCC Holding and the Company after due
                           inquiry, on any property adjoining or in the vicinity
                           of any such Real Property that, to the best knowledge
                           of JCC Holding and the Company after due inquiry,
                           could reasonably be expected (i) to form the basis of
                           an Environmental Claim against JCC Holding or any of
                           its Subsidiaries or any such Real Property that
                           individually or in the aggregate could reasonably be
                           expected to materially and adversely affect the
                           business, operations, property, assets, liabilities,
                           condition (financial or otherwise) or prospects of
                           the Company or JCC Holding and its Subsidiaries taken
                           as a whole, or (ii) to cause any such Real Property
                           to be subject to any restrictions on the ownership,
                           occupancy, use or transferability of such Real
                           Property by JCC Holding or any of its Subsidiaries
                           under any applicable Environmental Law.

                  (b)      Hazardous Materials have not at any time been
                           generated, used, treated or stored on, or transported
                           to or from, any Real Property owned or operated by
                           JCC Holding or any of its Subsidiaries where such
                           generation, use, treatment or storage has violated or
                           could reasonably be expected to violate any
                           Environmental Law. Hazardous Materials have not at
                           any time been Released on or from any Real Property
                           owned or operated by JCC Holding or any of its
                           Subsidiaries where such Release has violated or could
                           reasonably be expected to violate any applicable
                           Environmental Law. There are no under- ground storage
                           tanks located on any Real Property owned or operated
                           by JCC Holding or any of its Subsidiaries that are
                           not in compliance with all Environmental Laws.

                  (c)      Notwithstanding anything to the contrary in this
                           Section II(19) of Exhibit B, the representations made
                           in this Section II(19) of Exhibit B shall only be
                           untrue if the aggregate effect of all failures and
                           noncompliances of the types described above have, or
                           could reasonably be expected to have, a material
                           adverse effect on the business, operations, property,
                           assets, liabilities, condition (financial or
                           otherwise) or prospects of the Company or JCC Holding
                           and its Subsidiaries taken as a whole.

                                Exhibit B - 21

<PAGE>   202

         20.      Labor Relations. Neither JCC Holding nor any of its
                  Subsidiaries is engaged in any unfair labor practice that
                  could reasonably be expected to have a material adverse effect
                  on the Company or JCC Holding and its Subsidiaries taken as a
                  whole. There is (i) no unfair labor practice complaint pending
                  against JCC Holding or any of its Subsidiaries or, to the best
                  knowledge of JCC Holding and the Company, threatened against
                  any of them, before the National Labor Relations Board, and no
                  material grievance or arbitration proceeding arising out of or
                  under any collective bargaining agreement is so pending
                  against JCC Holding or any of its Subsidiaries or, to the best
                  knowledge of JCC Holding and the Company, threatened against
                  any of them, (ii) no strike, labor dispute, slowdown or
                  stoppage pending against JCC Holding or any of its
                  Subsidiaries or, to the best knowledge of JCC Holding and the
                  Company, threatened against JCC Holding or any of its
                  Subsidiaries and (iii) to the best knowledge of JCC Holding
                  and the Company, no union representation proceeding is pending
                  with respect to the employees of JCC Holding or any of its
                  Subsidiaries except (with respect to any matter specified in
                  clause (i), (ii) or (iii) above, either individually or in the
                  aggregate) such as could not reasonably be expected to have a
                  material adverse effect on the business, operations, property,
                  assets, liabilities, condition (financial or otherwise) or
                  prospects of the Company or JCC Holding and its Subsidiaries
                  taken as a whole.

         21.      Patents, Licenses, Franchises and Formulas. Each of JCC
                  Holding and its Subsidiaries owns all patents, trademarks,
                  permits, service marks, trade names, copyrights, licenses,
                  franchises and formulas, or has rights with respect to the
                  foregoing, and has obtained assignments of all leases and
                  other rights of whatever nature, reasonably necessary for the
                  present conduct of its business, without any known conflict
                  with the rights of others which, or the failure to obtain
                  which, as the case may be, would result in a material adverse
                  effect on the business, operations, property, assets,
                  liabilities, condition (financial or other- wise) or prospects
                  of the Company or JCC Holding and its Subsidiaries taken as a
                  whole.

         22.      Indebtedness.

                                Exhibit B - 22

<PAGE>   203

                  (a)      Except for the Revolving Credit Agreement and the
                           Securities, JCC Holding and its Subsidiaries as of
                           the Issue Date have no Indebtedness.

                  (b)      The subordination provisions contained in the Manager
                           Subordination Agreement are enforceable against
                           Harrah's Management Company, and all Obligations
                           hereunder and under the other Revolving Credit
                           Agreement Documents are within the definition of
                           "Senior Indebtedness" included in such subordination
                           provisions.

         23.      Special Purpose Corporation. JCC Holding engages in no
                  business activities and has no significant assets (other than
                  the Equity Interests in the Company, JCC Development, Canal
                  Development, Fulton Development and any other Subsidiary of
                  JCC Holding created or established after the Issue Date in
                  accordance with the requirements of this Indenture) or
                  liabilities (other than the liabilities expressly permitted by
                  this Indenture).


                                Exhibit B - 23

<PAGE>   204


                            EXHIBIT C-1 TO INDENTURE

                          [LATHAM & WATKINS LETTERHEAD]

                                 March 30, 2001

Wells Fargo Bank of Minnesota,
National Association,
   as Trustee under the Indenture
   referred to below
6th and Marquette
MAC-N9303-120
Minneapolis, Minnesota 55479

Ladies and Gentlemen:

         We have acted as special counsel to Harrah's New Orleans Management
Company, a Nevada corporation ("Harrah's Management Company") in connection with
the execution and delivery by Harrah's Management Company of the Manager
Subordination Agreement (Noteholders), dated as of the date hereof (the "Manager
Subordination Agreement"), between Harrah's Management Company and Wells Fargo
Bank of Minnesota, National Association, as Trustee (the "Trustee"). Capitalized
terms used herein but not defined herein have the meanings assigned to them in
the Manager Subordination Agreement. This opinion is given pursuant to Section 4
of Part 1 of Exhibit B to that certain Indenture dated as of the date hereof
(the "Indenture") among Jazz Casino Company, LLC, as Issuer, the Guarantors
named therein and the Trustee.

         In our capacity as such counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction as being true
reproductions of originals of such documents, corporate records and other
instruments, and have obtained from public officials and from officers or other
authorized representatives of Harrah's Management Company such certificates and
other representatives and assurances, as we have deemed necessary or appropriate
for the purpose of the opinions stated below.

         We have investigated such questions of law as we have deemed necessary
or appropriate for the purpose of the opinions stated herein. We are members of
the bar of the State of New York and we are opining herein as to the effect on
the subject transactions of the laws of the State of New York and the federal
laws of the United States, and we express no opinion with respect to the
applicability thereto, or the effect

<PAGE>   205

Wells Fargo Bank of Minnesota, National Association, as Trustee
March 30, 2001
Page 2


thereon, of the laws of any other jurisdiction or as to any matters of municipal
law or the laws of any other local agencies within any State.

         On the basis of the foregoing, and in reliance thereon, and subject to
the limitations, qualifications and exceptions set forth below, we are of the
opinion that, as of the date hereof:

                  1. The Manager Subordination Agreement is the valid and
binding obligation of Harrah's Management Company, enforceable against Harrah's
Management Company in accordance with its terms, in each case except as such
enforceability may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors and (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought.

                  2. The execution, delivery and performance by Harrah's
Management Company of the Manager Subordination Agreement do not contravene, or
constitute a default under, any applicable provision of the laws of the State of
New York or the federal laws of the United States or any applicable regulation
under such laws.

         Our opinions in paragraph 2 above as to compliance with certain laws,
statutes, rules or regulations are based upon a review of those laws, statutes,
rules and regulations which, in our experience, are normally applicable to
transactions of the type contemplated by the Manager Subordination Agreement.

         With your permission, we express no opinion regarding the applicability
or effect of Sections 547 and 548 of the United States Bankruptcy Code and
Article 10 of the New York Debtor and Creditor Law.

         In connection with the foregoing opinions, we wish to point out that
the provisions of the Manager Subordination Agreement which permit the Trustee
or the Collateral Agent to take actions or make determinations may be subject to
a requirement that such actions be taken or such determinations be made in a
commercially reasonable manner and in good faith.

         To the extent that the foregoing opinions may be dependent upon such
matters, we assume for the purposes of this opinion that each party to the
Manager Subordination Agreement is duly organized, validly existing and in good
standing under the laws of its jurisdiction or organization, that the Manager
Subordination Agreement has been duly authorized, executed and delivered by each
such party thereto and constitutes the valid and binding obligation of each such
party (other than Harrah's Management Company), enforceable in accordance with
its terms, and that each such party has the requisite corporate or other
organizational power and authority to perform its obligations under such
agreements. We are not expressing any opinion as to the effect of any such
party's

<PAGE>   206
Wells Fargo Bank of Minnesota, National Association, as Trustee
March 30, 2001
Page 3


(other than Harrah's Management Company's) compliance with any state or federal
laws or regulations applicable to the transactions because of the nature of such
party's business. We express no opinion as to the applicability or effect of any
federal laws of the United States relating to the regulation of gaming.

         This opinion is furnished only to you and is solely for your benefit
and the benefit of your assignees in connection with the Manager Subordination
Agreement. This opinion may not be relied upon by you for any other purpose or
furnished to (unless otherwise required to be so furnished by applicable law or
judicial process), quoted to or relied upon by any other person for any purposes
without our prior written consent.

                                            Very truly yours,


                                            LATHAM & WATKINS


<PAGE>   207

                            EXHIBIT C-2 TO INDENTURE

                            [KEVIN COLOMB LETTERHEAD]

                                 March 30, 2001

Wells Fargo Bank of Minnesota,
National Association,
As Trustee under the Indenture
         referred to below
6th and Marquette
MAC-N9303-120
Minneapolis, Minnesota 55479


Ladies and Gentlemen:

         I am General Counsel of Harrah's New Orleans Management Company, a
Nevada Corporation ("Harrah's Management Company"). In that capacity, I have
acted as counsel to Harrah's Management Company in connection with the execution
and delivery of the Manager Subordination Agreement (Noteholders), dated as of
the date hereof (the "Manager Subordination Agreement") between Harrah's
Management Company and Wells Fargo Bank of Minnesota, National Association, as
Trustee (the "Trustee").

         This opinion is furnished to you pursuant to Section 4 of Part I of
Exhibit B to that certain Indenture dated as of the date hereof (the
"Indenture") among Jazz Casino Company, LLC, as Issuer, the Guarantors named
therein and the Trustee. Capitalized terms used herein but not defined herein
have the meanings assigned to them in the Manager Subordination Agreement.

         In that connection, I have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to my satisfaction as being true reproductions of originals
of such documents, corporate records and other instruments, and have obtained
from public officials and from other officers of Harrah's Management Company
such certificates and other representations and assurances, as I have deemed
necessary or appropriate for the purposes of the opinions stated below.

         I have investigated such questions of law as I have deemed necessary or
appropriate for the purpose of the opinions stated herein. I am a member of the
bars of the State of Louisiana, and my opinions below are limited to the effect
on the subject

<PAGE>   208

transactions of the laws of the State of Louisiana and the federal laws of the
United States.

         Upon the basis of the foregoing and in reliance thereon, I am of the
opinion that, as of the date hereof:

         1. Harrah's Management Company is a duly organized and validly existing
corporation, in good standing under the laws of Nevada, and has all corporate
power and authority and all material governmental licenses, authorizations,
consents and approvals required to own its properties and conduct its businesses
as now conducted. Harrah's Management Company has been duly qualified as a
foreign corporation for the transaction of business and is in good standing in
all jurisdictions in which the character or location of its properties (owned or
leased) or the nature of its business makes such qualification necessary, except
where any failure to so qualify would not, separately or in the aggregate, have
(x) an adverse effect on the ability of Harrah's Management Company to perform
its obligations under the Manager Subordination Agreement or (y) a material
adverse effect on the business, properties, operations, assets, liabilities,
condition (financial or otherwise) or prospects of Harrah's Management Company
and its consolidated subsidiaries taken as a whole.

         2. The execution, delivery, and performance by Harrah's Management
Company of the Manager Subordination Agreement (i) are within the respective
corporate powers of Harrah's Management Company, (ii) have been duly authorized
by all necessary corporate action by Harrah's Management Company, (iii) do not
contravene any provision of Harrah's Management Company's certificate of
incorporation or by-laws; (iv) do not contravene or constitute a default under,
any provision of any other agreement of Harrah's Management Company which is
individually material to the business, properties or operations of Harrah's
Management Company and its consolidated subsidiaries taken as a whole, which in
any case includes any credit agreements and indentures to which Harrah's
Management Company is a party (each such agreement, a "Material Agreement"); (v)
do not result in or require the creation or imposition of any lien on any asset
of Harrah's Management Company or its subsidiaries pursuant to any Material
Agreement; and (vi) do not contravene, or constitute a default under, any
applicable provision of the laws of the State of Louisiana or the federal laws
of the United States, or any applicable regulation under such laws, or of any
agreement, judgment, injunction, order decree or other instrument binding upon
it other than, in each case above, any such contraventions, defaults or liens
which would not, separately or in the aggregate, have an adverse effect on the
validity or enforceability of the Manager Subordination Agreement or on the
ability of Harrah's Management Company to perform its obligations under the
Manager Subordination Agreement or have a material adverse effect on the
business, properties, operations, assets, liabilities, condition (financial or
otherwise) or prospects of Harrah's Management Company and its consolidated
subsidiaries taken as a whole. Additionally, there does not exist any judgment,
order or injunction prohibiting or imposing material adverse conditions upon the
performance by Harrah's Management Company of its obligations under the Manager
Subordination Agreement. All actions taken by Harrah's Management Company
pursuant to or in

<PAGE>   209
                            EXHIBIT C-3 TO INDENTURE
                                        &
                    EXHIBIT C-1 TO REVOLVING CREDIT AGREEMENT

                         [ADAMS & REESE LLP LETTERHEAD]

                                 March 30, 2001

Wells Fargo Bank Minnesota,
National Association
    as Trustee under the Indenture
    referred to below
6th and Marquette
MAC-N9303-120
Minneapolis, Minnesota 55479

Harrah's Entertainment, Inc. and
Harrah's Operating Company, Inc.,
    as Minimum Payment Guarantors  and Revolver
    Creditors and
Harrah's New Orleans Management Company,
    as Revolver Creditor, pursuant to
    the HET/JCC Agreement and Revolving
    Credit Agreement referred to below
One Harrah's Court
Las Vegas, Nevada 89119

         and

The Bank of New York,
  as Collateral Agent
10161 Centurion Parkway
Jacksonville, Florida  32256

                  Re:  Jazz Casino Company, L.L.C.
                       ---------------------------
                       Our File No. 5394-13

Ladies and Gentlemen:

         We have acted as general counsel to Jazz Casino Company, L.L.C., a
Louisiana limited liability company (the "Company"); JCC Holding Company, a
Delaware corporation ("JCC Holding"); JCC Canal Development, L.L.C., a Louisiana
limited liability company ("Canal

<PAGE>   210

March 30, 2001
Page 2


Development"); JCC Fulton Development, L.L.C., a Louisiana limited liability
company ("Fulton Development"); and JCC Development Company, L.L.C., a Louisiana
limited liability company ("JCC Development") in connection with the execution
and delivery of, and certain of the transactions contemplated by:

               o  the Indenture dated as of March 30, 2001 (the "Indenture"),
                  among the Company, as issuer, JCC Holding, Canal Development,
                  Fulton Development, and JCC Development, as guarantors, and
                  Wells Fargo Bank Minnesota, National Association, as trustee
                  (the "Trustee"); and

               o  the Revolving Credit Agreement (the " Revolving Credit
                  Agreement") dated as of March 30, 2001, among the Company, as
                  borrower, JCC Holding, Canal Development, Fulton Development
                  and JCC Development, as guarantors, and Harrah's
                  Entertainment, Inc., ("HET") a Delaware Corporation, Harrah's
                  Operating Company, Inc., ("HOC") a Delaware corporation, and
                  Harrah's New Orleans Management Company, ("HNOMC") a Nevada
                  corporation, as lenders.

         The Company, JCC Development, Canal Development and Fulton Development
are hereinafter sometimes collectively referred to as the "Louisiana Companies",
and each as a "Louisiana Company". The Louisiana Companies and JCC Holding are
hereinafter sometimes collectively referred to as the "Credit Parties", and each
as a "Credit Party."

         This opinion is being delivered to you pursuant to Section I(4) of
Exhibit B to each of the Indenture and the Revolving Credit Agreement.

         Capitalized terms used herein but not defined herein have the meanings
assigned to them in the Indenture as executed on the date hereof.

         The documents we have examined in rendering this opinion and upon which
we have relied are the following, all executed by the parties thereto and dated
as of the date hereof, unless otherwise indicated:

         1.       the Indenture;

         2.       the Securities (including the Series A Notes and Series B
                  Notes);

         3.       [Intentionally Left Blank];

         4.       the Revolving Credit Agreement;

         5.       the Company's Note in the form of Exhibit A-2 of the Revolving
                  Credit Agreement (the "Revolving Note");

         6.       the Management Agreement;

<PAGE>   211

March 30, 2001
Page 3


         7.       the Intercreditor Agreement;

         8.       the HET/JCC Agreement;

         9.       the Casino Lease;

         10.      the Registration Rights Agreement (Senior Notes) and
                  Registration Rights Agreement (Common Stock) (collectively the
                  "Registration Rights Agreements");

         11.      the Mortgages;

         12.      the Pledge Agreement;

         13.      the Security Agreement;

         14.      the Louisiana UCC-1 financing statements executed by JCC
                  Holding, the Company, JCC Development, Canal Development and
                  Fulton Development, respectively, as debtors, in favor of the
                  Collateral Agent, as secured party, with respect to the
                  Security Agreement and the Pledge Agreement (the "Financing
                  Statements"); and

         15.      the Louisiana UCC-1 fixture financing statements executed by
                  the Company, JCC Development, Canal Development and Fulton
                  Development, respectively, as debtors, in favor of the
                  Collateral Agent, as secured party, with respect to the
                  Security Agreement (the "Fixture Statements").

         16.      as to each Credit Party, a Secretary's Certificate dated as of
                  the date hereof, and executed and delivered concurrently
                  herewith pursuant to Section I(5) of Exhibit B of each of the
                  Indenture and Revolving Credit Agreement;

         17.      as to the Company, Officer's Certificates dated as of the date
                  hereof, and executed and delivered concurrently herewith
                  pursuant to Section I(3) of Exhibit B of each of the Indenture
                  and the Revolving Credit Agreement;

         18.      certified copies of the records of the proceeding and actions
                  of the Board of Directors of each of the Credit Parties with
                  respect to the transactions contemplated by the Documents;

         19.      as to each Credit Party, a Certificate of Existence and Good
                  Standing issued by the Secretary of State and/or Office of the
                  Comptroller of Public Account (or equivalent offices) of the
                  jurisdiction of its organization;

<PAGE>   212

March 30, 2001
Page 4



         20.      as to each Credit Party, a copy of which is attached hereto as
                  Exhibit A, a certificate identifying among other items
                  (together, the "Management Certificates"):

                  (i)      all judicial and governmental judgments, orders,
                           injunctions, decrees, and arbitration awards
                           outstanding against the Credit Party and all judicial
                           and governmental actions, suits, and proceedings, and
                           all arbitrations and mediations, pending or
                           threatened against the Credit Party or any of its
                           properties; and

                  (ii)     any governmental programs to which the Credit Party
                           is subject and identifying whether the Credit Party
                           is engaged in or operates in a regulated industry;

         21.      Such other documents and matters as we have deemed necessary
                  and appropriate to render the opinions set forth in this
                  letter, subject to the limitations, assumptions and
                  qualifications noted below.

The documents and instruments referred to in items 1 through 15 (inclusive)
above are hereinafter sometimes collectively referred to as the "Documents". The
Documents referred to in items 11 through 15 above are hereinafter sometimes
collectively referred to as the "Louisiana Documents".

         As to any facts material to our opinion, we have relied upon factual
representations made in or pursuant to the Documents, the Disclosure Statement
and the Plan of Reorganization and the documents referred to therein by the
various parties thereto and upon a certificate or certificates or other written
or oral advice of an official, officer or authorized representative of the
particular governmental authority, corporation, company, firm or other person or
entity concerned. Our opinions with respect to the Documents should not be
construed to extend to other agreements or documents which are incorporated by
reference into, or the defined terms of which are used in, or which are
otherwise referred to in, the Documents.

         In addition, we have made or caused to be made, and relied upon,
searches, with respect to the Credit Parties of the records of the offices
identified for the matters listed on Exhibit B attached hereto and incorporated
herein by reference. The date of the report for each office and the date the
report is current through are given for each office. (These reports are
collectively referred to in this opinion as the "Reports," copies of which are
attached hereto as Exhibit C.)

         Insofar as this opinion relates to the absence of actions, judgments,
liens, and security interests, we have relied solely upon and assumed the
accuracy of the Reports. To obtain such reports, we have searched only under the
name of each Credit Party as shown on its respective organizational documents as
certified, including, without limitation, articles/certificate of

<PAGE>   213

March 30, 2001
Page 5


incorporation or organization (as applicable). Information in the Reports does
not include any filings filed, recorded or terminated after the dates indicated
on each of the Reports, and accordingly, we express no opinion relating to the
existence or absence of any filings filed or recorded after the dates. In
addition, we have not obtained searches in states, counties or courts, other
than those listed on Exhibit B.

         As used in this opinion, the phrase "to our knowledge" means the
current actual knowledge of the particular attorneys of this firm who have had
active involvement with the Documents, and is intended to indicate that during
the course of our representation of the Credit Parties no information has come
to our attention that would give us actual knowledge contrary to the existence
or non-existence of facts. We have, however, not undertaken any independent
investigation to determine the existence or non-existence of such facts, other
than our review of the Documents referenced herein and our consultation with the
officers of the Credit Parties providing certificates to us. No inference as to
our knowledge of the existence or non-existence of facts, other than the facts
to which we have obtained actual knowledge, should be drawn from our
representation of the Louisiana Companies. Although we are general counsel to
the Credit Parties, there may exist matters of a legal and/or factual nature
pertaining to the Credit Parties which are not addressed by this opinion and
with respect to which we have not been consulted.

         In reaching the opinions set forth below, we have assumed, without any
independent investigation or inquiry on our part, the following:

                  (a)      each of the Documents has been duly authorized,
                           executed and delivered by each of the signatories
                           thereto (other than the Credit Parties), is within
                           the corporate, partnership, company, governmental,
                           banking, custodial or trust powers, as applicable, of
                           each of the signatories thereto (other than the
                           Credit Parties), and the circumstances under which
                           they were negotiated and entered into do not violate,
                           and constitute the legal, valid and binding
                           obligations of each of the signatories thereto (other
                           than the Credit Parties) under the laws of all
                           jurisdictions applicable thereto;

                  (b)      each person executing any such instrument, document
                           or agreement on behalf of any such party (other than
                           the Credit Parties) is duly authorized to do so;

                  (c)      each natural person executing any of the Documents is
                           legally competent to do so;

                  (d)      each of the signatories to the Documents (other than
                           the Credit Parties) is a duly organized and validly
                           existing legal entity under the laws of the
                           jurisdiction of its formation, and has complied with
                           all legal requirements

<PAGE>   214
March 30, 2001
Page 6



                           pertaining to its status as such status relates to
                           the performance of its obligations under the
                           Documents and its rights to enforce the Documents;

                  (e)      there are no oral or written modifications or
                           amendments to the Documents and there has been no
                           waiver of any provisions of the Documents by actions
                           or conduct of the parties thereto or otherwise;

                  (f)      the parties to the Documents, and their successors
                           and assigns will (i) act in good faith and in a
                           commercially reasonable manner in the exercise of any
                           rights or enforcement of any remedies under the
                           Documents; (ii) not engage in any conduct in the
                           exercise of such rights or enforcement of such
                           remedies that would constitute other than fair
                           dealing; and (iii) comply with all requirements of
                           applicable procedural and substantive law in
                           exercising any rights or enforcing any remedies under
                           the Documents;

                  (g)      the exercise of any rights or enforcement of any
                           remedies under the Documents would not be
                           unconscionable or result in a breach of the peace;

                  (h)      [Intentionally Left Blank]

                  (i)      the depository bank or savings and loan association
                           at which any Louisiana deposit account is maintained
                           by a Credit Party has not contractually prohibited or
                           otherwise limited the pledge, assignment, collateral
                           assignment or granting of any type of security
                           interest in such deposit account, in accordance with
                           La. R.S. 6:312(E), and the assumptions in paragraphs
                           (a), (b), (c), and (d) above are correct with respect
                           to the Consent executed in the form of Security
                           Agreement Annex D by such depositary institution;

                  (j)      each of the Security Agreement and the Pledge
                           Agreement constitutes the legal, valid and binding
                           obligations of all of the signatories thereto,
                           enforceable against each of such signatories in
                           accordance with its terms, under the laws of the
                           State of New York;

                  (k)      all of Secured Obligations (as defined in the
                           Mortgages), the Obligations (as defined in the
                           Security Agreement) and the Obligations (as defined
                           in the Pledge Agreement) are, except to the extent
                           that the laws of the State of Louisiana are
                           applicable to the portion of such Secured Obligations
                           arising under the Mortgages in accordance with their
                           respective terms, the legal, valid and binding
                           obligations of each of the Credit Parties,
<PAGE>   215

March 30, 2001
Page 7


                           enforceable against each the Credit Parties in
                           accordance with their respective terms under the laws
                           of all jurisdictions applicable thereto;

                  (l)      any New York court and any federal court in New York,
                           applying New York principles of choice of law in a
                           properly presented case, would uphold the choice of
                           New York law to govern the Indenture, the Notes, the
                           Intercreditor Agreement, the HET/JCC Agreement, the
                           Security Agreement and the Pledge Agreement;

                  (m)      the Company Mortgaged Property, the JCC Development
                           Mortgaged Property, the Canal Development Mortgaged
                           Property and the Fulton Development Mortgaged
                           Property (collectively the "Mortgaged Property"),
                           exist, are located in Orleans Parish, Louisiana, and
                           each respective Credit Party has good title to its
                           respective portion thereof (including without
                           limitation pursuant to the Plan of Reorganization);

                  (n)      the Assigned Leases and the Rents (as each term is
                           defined in the Mortgages) exist or will exist and
                           each respective Credit Party has or will have good
                           title thereto (including without limitation pursuant
                           to the Plan of Reorganization);

                  (o)      the Security Agreement Collateral and the Pledge
                           Agreement Collateral (as each term is defined below)
                           exist or will exist, each Credit Party has or will
                           have good title to its respective portion thereof
                           (including without limitation pursuant to the Plan of
                           Reorganization), and each Credit Party has received
                           value for the Liens granted by such Credit Party
                           therein;

                  (p)      the descriptions of the Mortgaged Property in the
                           Mortgages and the Fixture Statements are accurate and
                           complete;

                  (q)      the descriptions of the Security Agreement Collateral
                           in the Security Agreement (including without
                           limitation any deposit account numbers listed in
                           Annex E thereto), in the Financing Statements and the
                           Fixture Statements are accurate and complete;

                  (r)      the descriptions of the Pledge Agreement Collateral
                           in the Pledge Agreement and in the Financing
                           Statements are accurate and complete;

                  (s)      the respective address and federal taxpayer
                           identification number of each Credit Party and the
                           Collateral Agent and the name of the Collateral Agent
                           as set forth in the Louisiana Documents are correct,
                           the respective names and federal taxpayer
                           identification number of the actual record owners of
<PAGE>   216
March 30, 2001
Page 8

                           the real property described in the Company's and JCC
                           Development's Fixture Statements are accurately set
                           forth therein, and JCC Development, Canal Development
                           and Fulton Development are not required under
                           applicable law to have taxpayer identification
                           numbers different from the number of their sole
                           member, JCC Holding;

                  (t)      the chief executive office of each Louisiana Company
                           is, and will remain, located in New Orleans,
                           Louisiana, and the chief executive office of JCC
                           Holding is, and will remain, located in New Orleans,
                           Louisiana;

                  (u)      where Collateral is described in the Security
                           Agreement or the Pledge Agreement by reference to
                           defined terms under the Uniform Commercial Code from
                           time to time in effect in the State of New York (the
                           "New York Code"), such terms under the New York Code
                           are identical in all respects to such terms as used
                           and defined in Chapter 9 of the Louisiana Commercial
                           Laws - Secured Transactions (LA. R.S. 10:9-101 et
                           seq.) ("LAUCC");

                  (v)      the execution, delivery and performance of the
                           Documents, the issuance of the Notes and the grants
                           of Liens pursuant to the Louisiana Documents (i) do
                           not constitute a breach of any of the terms or
                           provisions of, or a default under, any agreement to
                           which any signatory to any Document is a party, or by
                           which any signatory or its respective properties is
                           bound, and (ii) do not violate any laws, regulations
                           or court orders of any federal or other governmental
                           authority outside the State of Louisiana applicable
                           to any signatory or its respective properties;

                  (w)      except as expressly set forth in paragraph 4 below,
                           each of the Credit Parties either has validly
                           obtained or, prior to the date on which the same are
                           required under applicable law, shall have validly
                           obtained all agreements, approvals, certificates,
                           consents, waivers, exemptions, variances, franchises,
                           orders, permits, authorizations, rights and licenses
                           of and from any and all Persons in any and all
                           jurisdictions, including but not limited to the State
                           of Louisiana or the City of New Orleans and their
                           respective instrumentalities, required under
                           applicable law (including without limitation under
                           all Gaming Regulations, and from the Bankruptcy
                           Court) in order for each Credit Party to comply with,
                           and to consummate the transactions contemplated by,
                           the Documents to which each Credit Party is a party
                           and otherwise to operate their respective businesses;

                  (x)      any authorizations, approvals or other actions by, or
                           notices to or filings with (i) the Bankruptcy Court
                           or any other non-Louisiana court and (ii)
<PAGE>   217

March 30, 2001
Page 9


                           any Gaming Authority necessary for the execution,
                           delivery, effectiveness and performance of the
                           Documents and the grant of the Liens thereunder by
                           the parties thereto have been obtained or made and
                           are in full force and effect;

                  (y)      all the shares of JCC Holding have been issued for
                           lawful and sufficient consideration in compliance
                           with the Plan of Reorganization;

                  (z)      all of the membership units of the Louisiana
                           Companies have been issued for lawful and sufficient
                           consideration;

                  (aa)     [Intentionally Left Blank]

                  (bb)     there are no documents or agreements (other than the
                           Plan of Reorganization) among any of the parties to
                           the Documents which alter the provisions of the
                           Documents and which would have an effect on the
                           opinions expressed in this Opinion Letter; and

                  (cc)     All documents submitted to us as originals are
                           authentic, all documents submitted to us as certified
                           or photostatic copies conform to the original
                           documents, all signatures on all documents submitted
                           to us for examination are genuine, and all public
                           records reviewed are accurate and complete.

                  (dd)     With your permission, we assume that none of the
                           Credit Parties have any litigation outstanding
                           against them, except as disclosed in the Reports.

         Based on our review of the foregoing, and subject to the assumptions
and qualifications set forth herein, it is our opinion that, as of the date of
this letter:

                  1. Based solely on the certificates in Paragraph (19) above:

                           (a) The Company is a limited liability company,
validly existing and in good standing under the laws of the State of Louisiana;

                           (b) JCC Holding is a corporation, validly existing
and in good standing under the laws of the State of Delaware;

                           (c) Canal Development is a limited liability company,
validly existing and in good standing under the laws of the State of Louisiana;

<PAGE>   218
March 30, 2001
Page 10

                     (d) Fulton Development is a limited liability company,
validly existing and in good standing under the laws of the State of Louisiana;
and

                     (e) JCC Development is a limited liability company, validly
existing and in good standing under the laws of the State of Louisiana.

                  2. Each Credit Party:

                     (a) has all requisite corporate or limited liability
company (as applicable) power and authority to own its property and assets and
to execute, deliver, and perform all of its agreements under each of the
Documents to which it is a party;

                     (b) has taken all corporate or limited liability company
(as applicable) action necessary to authorize the execution and delivery of, and
performance by each Credit Party of its agreements in, the Documents to which
such Credit Party is a party;

                     (c) has duly authorized by all necessary corporate or
limited liability company (as applicable) action the Documents to which such
Credit Party is a party; and

                     (d) has duly executed and delivered the Documents to which
such Credit Party is a party.

                  3. (a) (i) Each of the Mortgages to which a Louisiana Company
is a party is a valid and binding agreement of such Louisiana Company,
enforceable against such Louisiana Company in accordance with its terms.

                         (ii) The foregoing enforceability opinion, and the
opinions expressed in paragraphs 4, 5, and 11 below, are made without regard to
the choice of New York law provisions in such documents (as to which we express
no opinion) and instead assume that the Mortgages will be governed solely by the
internal laws of the State of Louisiana applicable to agreements made to be
performed in the State of Louisiana, an assumption we have made with your
permission.

                     (b) Although the Security Agreement and the Pledge
Agreement contain choice of law provisions which state each shall be construed
in accordance with and governed by the law of the State of New York, in the
event that the law of the State of Louisiana were applied to govern the Security
Agreement and the Pledge Agreement, the Security Agreement and the Pledge
Agreement would be the valid and binding agreement of each Credit Party,
enforceable against such Credit Party in accordance with its terms.

                  4. (a) The execution and delivery of the Documents, the
issuance of the Notes and the grants of Liens pursuant to the Louisiana
Documents by the Credit Parties do not

<PAGE>   219
March 30, 2001
Page 11


violate applicable provisions of Louisiana statutory law or regulation
thereunder customarily applied to transactions of the type contemplated in the
Documents (provided that no opinion is expressed herein with respect to Gaming
Regulations), or, to our knowledge, based solely on the Management Certificates,
violate any order of any Louisiana state court to which any Credit Party is
subject.

                     (b) The execution and delivery of the Documents, the
issuance of the Notes and the grants of Liens pursuant to the Louisiana
Documents by the Credit Parties does not require any authorization, approval or
other action by, or notice to or filing with, any Louisiana governmental
authority, except for (i) the filings and reinscriptions and continuations set
forth in paragraphs 5, 6, 7 and 8 hereof, (ii) approvals and filings under the
Gaming Regulations, as to which we express no opinion, and (iii) consents and
authorizations from the City and the RDC pertaining to the granting of,
encumbering of and foreclosing on leases or other contracts with such entities,
as to which we express no opinion.

                  5. (a) The Mortgages create in favor of the Collateral Agent,
as security for the Secured Indebtedness as defined in the Mortgages:

                         (i) valid mortgage liens on that portion of the
Mortgaged Property specifically described therein that constitutes corporeal
immovable property under Louisiana law (the "Immovable Property") or that
consist of a Louisiana Company's rights as tenant in a lease or sublease of a
described immovable together with its rights in the buildings and other
constructions on such immovable and the predial servitudes, if any, which
benefit the Immovable Property encumbered by the Canal Development Mortgage and
the Fulton Development Mortgage (collectively the "Louisiana Mortgaged
Property"),

                         (ii) valid pledge liens on each Louisiana Company's
right to receive proceeds attributable to the insurance loss of such described
Immovable Property, and

                         (iii) valid collateral assignments of the right, title
and interest of each Louisiana Company as landlord in the presently existing and
anticipated future leases or subleases of each described Immovable Property and
the rents therefrom (collectively, clauses (i), (ii) and (iii) being the
"Louisiana Mortgage Liens").

                     (b) Upon recordation of each Mortgage in the mortgage
records of the Recorder of Mortgages of Orleans Parish, Louisiana, the Louisiana
Mortgage Liens will be perfected.

                     (c) The effect of recordation of each Mortgage will cease
unless the Mortgage is reinscribed by the filing of a signed, written notice of
reinscription that meets the requirements of Louisiana Civil Code Article 3333
within ten (10) years after the date of that

<PAGE>   220
March 30, 2001
Page 12


Mortgage. Each reinscription that is filed before the effect of recordation
ceases will continue the effect of recordation for ten (10) years from the day
the notice of reinscription is filed.

                  6. (a) The Financing Statements and Fixture Statements are in
proper form for filing under the LAUCC.

                     (b) The effectiveness of each Financing Statement and each
Fixture Statement will lapse five years after the date it is filed unless a
properly completed UCC-3 continuation statement is filed within six (6) months
prior to the expiration of the original filing with the same filing office with
whom the respective Financing Statement or Fixture Statement was originally
filed.

                     (c) Upon the timely filing of such continuation statement,
the effectiveness of the original Financing Statement or original Fixture
Statement will be continued for five years after the last date to which the
filing was effective whereupon it will lapse unless another continuation
statement is filed within six (6) months prior to such lapse. Succeeding
continuation statements may be filed in the same manner to continue the
effectiveness of the original Financing Statement or original Fixture Statement.

                  7. (a) (i) Although the Security Agreement contains a choice
of law provision which states that it shall be construed in accordance with and
be governed by the law of the State of New York, in the event that the law of
the State of Louisiana were applied to govern the Security Agreement, the
Security Agreement creates a valid security interest in favor of the Collateral
Agent upon all right and title and interests of the Credit Parties in those
items and types of Collateral described therein (i) in which a Security Interest
may be created under the LAUCC and (ii) in which such Credit Parties currently
have rights (the "Security Agreement Collateral"), all as security for the
Obligations as defined in the Security Agreement.

                         (ii) Upon the proper filing of each Financing Statement
and Fixture Statement in the uniform commercial code records of either the
Recorder of Mortgages of Orleans Parish, Louisiana or the Clerk of Court of any
other Parish in the State of Louisiana and the payment of all required filing
fees, the security interest created by the Security Agreement in those items and
types of the Security Agreement Collateral in which a security interest may be
perfected under the LAUCC by the filing of uniform commercial code financing
statements in the State of Louisiana will be perfected (except as to motor
vehicles and farm products).

                     (b) To the extent, if any, that the Security Agreement
accurately lists all of the information required by Security Agreement Annex E
for a "deposit account"(within the meaning of LAUCC Section 9-105) maintained by
a Credit Party with a bank or savings and loan association within the State of
Louisiana, and for which deposit account a Consent in the form of Security
Agreement Annex D has been duly authorized, executed and delivered by such
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Page 13


depositary institution, the Collateral Agent and such Credit Party, the Security
Agreement will create a valid security interest in favor of the Collateral Agent
upon all right, title and interest of such Credit Party in such specifically
described deposit account.

                           You should be aware that a security interest in a
Louisiana deposit account is perfected only by giving notice of the security
interest to the depositary of the account, and the filing of a financial
statement is not effective to perfect a security interest in a Louisiana deposit
account. However, we caution you that the foregoing opinion is made without
regard to the choice of New York law provision in the Security Agreement and
instead assumes that the Security Agreement were governed solely by the internal
laws of the State of Louisiana applicable to agreements made to be performed in
this state. The opinion in this subparagraph (b) is limited by the qualification
that we express no opinion as to whether a security interest will be held to be
created or perfected in a Louisiana deposit account pursuant to the Security
Agreement which by its terms is governed by the laws of the Sate of New York,
which we understand does not authorize the creation or perfection of a security
interest in a deposit account under the New York Code.

                  8. (a) Under Chapter 8 of the Louisiana Commercial Laws -
Investment Securities (La.R.S. 10:8-101 et seq.) ("Chapter 8"), JCC Holding's
interests in the Louisiana Companies, each of which is a Louisiana limited
liability company, is a "certificated security" within the meaning of Chapter 8.

                     (b) (i) Although the Pledge Agreement contains a choice of
law provision which states that it shall be construed in accordance with and be
governed by the law of the State of New York, in the event that the law of the
State of Louisiana were applied to govern the Pledge Agreement, the Pledge
Agreement:

                         (w) creates a valid security interest in favor of the
Collateral Agent upon the limited liability company interests of JCC Holding in
the Louisiana Companies;

                         (x) creates valid security interests in favor of the
Collateral Agent upon all right, title and interest of the Credit Parties in
those items and types of the Collateral described therein (i) in which a
security interest may be created under LAUCC and (ii) in which such Credit
Parties currently have rights or may obtain rights in the future;

                         (collectively as described in clauses (w) and (x), the
"Pledge Agreement Collateral"), all as security for the Obligations as defined
therein.

                         (ii) The Collateral Agent's taking of physical
possession of the "certificated securities" representing all right, title and
interest in each of the Louisiana Companies shall be effective to perfect in
favor of the Collateral Agent the security interest

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Page 14


granted by the Pledge Agreement in the limited liability company interests of
JCC Holding in the Louisiana Companies.

         However, during the time that the security certificates representing
JCC Holding's limited liability company interests in the Louisiana Companies are
located in a jurisdiction, perfection of a security interest, the effect of
perfection or non-perfection, and the priority of a security interest in the
certificated security represented thereby are governed by the local law of that
jurisdiction.

         It is our understanding that said Louisiana Companies certificated
securities are being delivered to the Collateral Agent in the State of New York
pursuant to the Pledge Agreement.

         You should be aware that under the LAUCC, a security interest of a
secured party who has control over certificated securities has priority over a
security interest of a secured party who does not have control, and the filing
of the Financing Statements as provided in subparagraph (b) above will not grant
control to the Collateral Agent with respect to such certificated securities.
Instead, under Chapter 8, "control" of a certificated security is obtained by
taking delivery, provided that the security certificate has been endorsed to the
secured party or in blank. However, as stated above, we refer you to the laws of
the state of New York with respect to perfection and priority by control of the
Collateral Agent's security interest in the Louisiana Companies certificated
securities.

                  9. Each of the Indenture, the Securities, the Revolving Credit
Agreement, the Revolving Note, the Intercreditor Agreement, the HET/JCC
Agreement, the Pledge Agreement and the Security Agreement provides that it is
to be governed by the laws of the State of New York. We are of the opinion that
a Louisiana court or a federal court in Louisiana, applying Louisiana principles
of choice of law in a properly presented case, would uphold the aforesaid
choice-of-law provisions, except (i) to the extent that the chosen (New York)
law contravenes the public policy of the state whose law would otherwise be
applicable under Louisiana's choice of law principles (generally, as to
contractual issues other than capacity and form, the law of the state whose
policies would be most seriously impaired if its law were not applied to that
issue), (ii) insofar as federal laws may apply with respect to certain issues,
(iii) that the laws of the State of Louisiana will be applied as to matters
involving the perfection and the effect of perfection or non-perfection of the
security interest in Collateral located (within the meaning of the LAUCC) in the
State of Louisiana, and the remedies available with respect to Collateral
located in the State of Louisiana and also insofar as federal laws or the laws
of another jurisdiction may apply as to collateral located in states other than
the State of New York with respect to procedural and substantive matters
relating to the creation, perfection and enforcement of the security interest,
and (iv) as to the second sentence of Pledge Agreement Section 26(a).

                  10. Each of the Securities and the Revolving Note provides
that it is to be governed by the laws of the State of New York. We are of the
opinion that the respective

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Page 15


interest provisions of the Notes do not violate any usury law of the State of
Louisiana. We point out that under the usury laws of the State of Louisiana it
would be unlawful for any obligee under the Notes or the other Documents
(assuming the usury laws of the State of Louisiana applied to the Notes or the
other Documents) to increase prospectively the fixed simple interest rate
provided thereunder, following a default under any of said obligations to a rate
greater than (a) twenty-one percent (21%) per annum or (b) three (3) percentage
points over the original rate fixed in any such obligation prior to default,
whichever is greater, absent a written agreement by the Credit Parties under
such obligation entered into following such default. However, Louisiana does not
impose its default rate restrictions on commercial or business loans which are
contractually subject to the laws of another state notwithstanding the fact that
the obligor may have facilities in Louisiana or that the loan proceeds or a
portion thereof may be utilized in Louisiana.

                  11. The Mortgages provide, pursuant to the terms thereof and
applicable law, remedies to the Collateral Agent substantially equivalent to
those customarily available to the holders of mortgages affecting immovable
property located in the state of Louisiana in transactions involving substantial
amounts of credit, including (without limitation) the customary provisions
permitted by the law of the State of Louisiana relating to foreclosure, but
subject to the qualification in paragraph O below.

                  12. The Trustee to the Indenture which is either a United
States national banking association or a bank organized under the laws of any
state of the United States or the District of Columbia, as specified in La. R.S.
12:302(K), is not required to qualify to transact business in the State of
Louisiana or to pay any tax or fee required to be paid by foreign corporations
or business associations under Louisiana law solely as the result of their
execution and delivery of any of the Documents.

                  13. Except for usual and customary filing and recording fees
and except for the City of New Orleans documentary transactions tax, no mortgage
tax, stamp tax or recording tax or similar charge will be required to be paid
under the laws of the State of Louisiana in connection with the recording of
each of the Mortgages.

                  14. The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

                  15. The Company is not a "holding company," or a "subsidiary
company" of a "holding company" or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

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Page 16


         The opinions set forth above are subject in all respect to the
following qualifications and limitations and comments:

                  A. The enforceability of the Louisiana Documents is subject to
the effect of bankruptcy, insolvency, reorganization, moratorium and similar
laws now or hereafter in effect relating to or affecting creditors' rights and
remedies generally or affecting the collection of debtors' obligations generally
(including but not limited to the Louisiana Deficiency Judgment Act, LSA-R.S.
13:4016 et seq.); fraudulent conveyance or fraudulent transfer laws; and
concepts of materiality, reasonableness, good faith and fair dealing and general
principles of equity, and the discretion of the court before which any
proceeding may be brought, which may limit the availability of certain remedies
including (without limitation) rights of specific performance, injunctive relief
or self-help.

                  B. The enforceability of the Louisiana Documents is subject to
the further qualification that certain of the remedial, waiver, "self-help",
extrajudicial and other provisions of the Louisiana Documents, including the
confession of judgment prior to the maturity of any obligation in the Documents
for any purpose other than Louisiana executory process foreclosure procedure,
the right to executory process foreclosure proceedings, and the right to
appointment of a receiver prior to the judicially approved seizure of any
property, are or may be limited or unenforceable in whole or in part under
applicable law, although the inclusion of such provisions does not affect the
validity of such Louisiana Documents as a whole, and such limitations do not in
our opinion, subject to the other exceptions and limitations set forth herein,
make the remedies provided therein (taken as a whole) or pursuant to applicable
law inadequate for the realization of the benefits intended to be afforded
thereby, excluding the economic consequences of any procedural delay that may
result therefrom (and excluding consequences arising from Gaming Regulations),
provided such enforcement is conducted in accordance with the applicable
procedures established by the law of the State of Louisiana.

                  C. We express no opinion with respect to any of the following
matters:

                  1. Title or status of title to, or the existence, description
or condition of, any of the Collateral. We have made no examination of title. In
particular, we express no opinion with respect to the filing, recording or
indexing of the leases and other documents referred to in the Louisiana
Documents, or whether the properties described in the Louisiana Documents are
the properties and interests (or all the properties and interests) intended by
any of the parties to be encumbered thereby. We express no opinion as to the
creation or perfection of a Lien by the Mortgages on any unrecorded interest in
immovable property. We have assumed that the Ground Lease, the Casino Lease, the
Second Floor Sublease and the other leases and subleases described in the
Mortgages are valid, enforceable and existing contracts (except as specifically
set forth in opinion paragraphs 1 and 2), and that all special requirements or
restrictions contained therein or in the Master Plan (as defined in the JCC
Development Mortgage) or in applicable local law regarding the assigning or
mortgaging of such leases or subleases have been

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Page 17


satisfied. We have assumed that an extract of lease pertaining to the Ground
Lease, the Casino Lease and each other lease or sublease included within the
Mortgaged Property has been properly recorded in the records of Orleans Parish,
that the recordation information for each such extract of lease is correctly
described in the applicable Mortgage, and that said extract of lease and said
lease itself each contains an accurate and complete description of the immovable
properties described therein. We note that the Mortgages purport to include in
the property encumbered thereby not only the specific property interest
described therein but also the respective Louisiana Company's interest in
undescribed adjacent land and other immovable property not defined in the
Mortgages, and we express no opinion herein as to the effectiveness of the
Mortgages as to any immovable property interest purported to be included in the
encumbered property relating to such undescribed real property interest
(including without limitation any mortgage lien on any undescribed lease or
sublease) except as expressly stated in clause (i) of paragraph 5(a) above as to
predial servitudes, if any, benefiting Canal Development's and Fulton
Development's Immovable Property;

                  2. the priority or ranking of any Lien created pursuant to any
of the Documents, including without limitation with respect to the Company
Mortgage and any liens arising under the Private Works Act;

                  3. the irrevocability of any power of attorney granted by the
Credit Parties under any of the Louisiana Documents;

                  4. any severability clause contained in any of the Documents;

                  5. any Environmental Laws;

                  6. any agreement by the Credit Parties to submit to the
jurisdiction of any court sitting in any particular jurisdiction;

                  7. any waiver by the Credit Parties of any right to a trial by
jury, to claim any forum as inconvenient, or to judicial service of process;

                  8. any non-judicial, self-help remedy granted by any of the
Documents, including without limitation any right of entry and possession
without prior judicial proceedings, or the right to the appointment of a
receiver;

                  9. any right to enforce any of the Louisiana Documents by
executory process;

                  10. the availability or enforceability of rights and remedies
which may be provided under any laws of the State of New York, including but not
limited to, the New York Code;

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Page 18


                  11. any securities laws or Blue Sky laws of any jurisdiction;

                  12. the creation or perfection of any Lien purported to be
created by the Security Agreement or the Pledge Agreement in or on any of, or
any Proceeds of, any of the following (capitalized terms used in this paragraph
C(12) having the same meanings as are set forth in the Security Agreement or the
Pledge Agreement unless otherwise noted): (a) Cash Collateral Accounts or any
deposits therein, Pledged Accounts or any deposits therein (except to the
limited extent expressly provided in paragraph 7(b) above), Collateral Accounts
or any deposits therein, any other bank accounts or any deposits or credit
balances therein, checks, Gaming Patron Indebtedness, trade secrets, Marks or
the goodwill or rights associated therewith, patents, Copyrights, Documents,
Securities (except as to the Canal Development or Fulton Development membership
certificated securities), Security Entitlements, Financial Assets or Investment
Property (except as to the Canal Development and Fulton Development membership
certificated securities), (b) Permits, (c) Contracts or the Contract Rights, to
the extent any thereof does not constitute a "general intangible" or an
"account" under the LAUCC, (d) Receivables, to the extent any thereof does not
constitute an "account" under the LAUCC, (e) Receivables or General Intangibles
as to which the payor or obligor is the United States or any State thereof or
any foreign government or any agency or instrumentality of any of the foregoing,
(f) computer programs, intellectual property rights and other proprietary
information to the extent that any thereof does not constitute a "general
intangible" under the LAUCC, (g) motor vehicles or other property subject to the
Louisiana Certificate of Title Law; farm products, crops, timber, minerals or
accounts resulting from the sale of timber or minerals; consumer goods; mobile
goods; rights to receive deposits or trust payments; tax refunds; causes of
action, litigious rights or claims under warranties; rights to payment under
letters of credit and similar arrangements; rights under insurance, bond, surety
or similar contracts or arrangements; condemnation proceeds; uncertificated
securities, or certificated securities other than the Canal Development and
Fulton Development membership certificates; policies of insurance; money; real
estate or other immovable property or interests therein; leases of real estate
or the rents arising thereunder; Collateral that is subject to any statute of
the United States to the extent such statute governs the rights of parties to
and third Persons affected by transactions in particular types of property;
Goods that are covered by a document of title or that are in the possession of a
bailee; or any partnership agreement, any interest in any partnership or any
partnership agreement or any rights, claims, Liens, remedies or privileges under
any partnership agreement, (h) any Collateral with respect to which any Lien
therein is prohibited either as a matter of law or of contract, (i) any
Fixtures, to the extent any thereof are not a Louisiana Company's goods (but
excluding ordinary building materials or other similar things) which, after the
filing of the Fixture Statements, become Component Parts and Fixtures on and as
part of the Immovable Property specifically described in that Louisiana
Company's Fixture Statement, (j) Collateral that is not either equipment,
inventory, account, chattel paper or general intangibles (including without
limitation the Company and JCC Development limited liability company interests),
as each one of such terms is defined in the LAUCC, or the Canal Development and
Fulton Development

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March 30, 2001
Page 19


certificated securities, or to the limited extent expressly provided in
paragraph 7(b) Louisiana deposit accounts, or (k) Proceeds which are not
identifiable;

                  13. the right of any Person, other than the Collateral Agent
or other secured party named as such in any of the Louisiana Documents, to
enforce any right or avail itself of any remedy set forth in any of the
Louisiana Documents, and in the case of the Pledge Agreement and the Security
Agreement, with respect to the status of any Persons as a Secured Creditor for
whom the Collateral Agent is not acting as representative within the meaning of
Section 9-105(m) of the LAUCC;

                  14. any provision of any of the Louisiana Documents that
extends, or would have the effect of extending, any statutory period of
limitation or prescriptive period applicable under Louisiana law to any
obligation, liability, right or remedy therein set forth;

                  15. the enforceability of any provision of any of the
Louisiana Documents regarding the recovery by the Collateral Agent or any other
secured party of attorneys' fees to the extent such fees exceed amounts deemed
reasonable in the discretion of any Louisiana court or any federal court in
Louisiana applying Louisiana law;

                  16. whether any keeper fees of the Collateral Agent or of any
other secured party would be enforced as a portion of the obligations or
indebtedness or be secured by any Lien granted by any of the Louisiana
Documents;

                  17. any of the Collateral that consists of any gaming license
or gaming permit;

                  18. any Gaming Regulations, including without limitation The
Louisiana Economic Development and Gaming Corporation Act (La. R.S. 27:201 et
seq.), or the effect thereof on any Lien or on the validity or enforceability of
any Document;

                  19. any zoning, land use or historic district laws, rules or
regulations, use restrictions, restrictive covenants, building code requirements
or health or safety laws or regulations applicable to any of the Mortgaged
Property;

                  20. any provisions of any of the Louisiana Documents that
purports to waive the right of the Credit Parties to raise any defense with
respect to any part thereof;

                  21. the ability of the Collateral Agent or any other secured
party named as such in any of the Louisiana Documents to collect any deficiency
remaining on any indebtedness or other obligation secured thereby following a
foreclosure of, or other realization on, any Lien granted by any of the
Louisiana Documents;

                  22. the negotiability of the Notes;

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March 30, 2001
Page 20


                  23. any provision of any of the Louisiana Documents that
waives or releases any legal rights of any Person prior to the accrual or
existence of such rights, defenses or counterclaims, or any set off or
compensation, or any statutory requirements for notice, judicial hearings or
bonds;

                  24. any provision of any of the Louisiana Documents that
purports to create a constructive trust as to any funds received by any Person;

                  25. any provision of any of the Documents that provides for
the continuation of any Lien created thereby notwithstanding defenses to or
discharge of the obligations or indebtedness secured thereby;

                  26. the validity or enforceability of any documents or other
writings incorporated by reference in any of the Documents unless specifically
addressed in this opinion;

                  27. the enforceability of any of the Louisiana Documents
except in good faith and in a commercially reasonable manner;

                  28. the validity or enforceability of the Liens created by the
Louisiana Documents with respect to contracts for or the proceeds of sales of
immovable property, options to buy, sell or lease immovable property or rights
to buy or sell or encumber immovable property, or rights to possession or
occupancy of immovable property which do not constitute leaseholds;

                  29. the validity or enforceability of the Liens created by the
Mortgages with respect to any proceeds of the Mortgaged Property or to any
Incorporeal Rights (as defined in the Mortgages) or the remedies purportedly
available with respect thereto, except as expressly stated in clauses (a)(ii)
and (a)(iii) of paragraph 5 above as to proceeds attributable to casualty
insurance loss of the Immovable Property to the extent permitted by La. R.S.
9:5386 and leases and rents (and proceeds thereof) to the extent permitted by
La. R.S. 9:4401;

                  30. any provision for liquidated damages contained in any of
the Louisiana Documents;

                  31. the creation or perfection of any Liens purported to be
created by the Mortgages on (a) the Franchise Agreement or the Franchise Area
(as each term is defined in the Company Mortgage), (b) any buildings or other
Improvements (as defined in the Mortgages) located on lands not specifically
described in the Mortgages, (c) any personal (movable) property, (d) any Rights
and Privileges (as defined in the Mortgages), including without limitation those
servitudes arising pursuant to Section 4.18 of the Ground Lease, except as
expressly stated in clause (a)(i) of paragraph 5 above as to predial servitudes,
if any, benefiting

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March 30, 2001
Page 21


Canal Development's or Fulton Development's Immovable Property, or (e) any
after-acquired property;

                  32. the validity or enforceability of Section 9 of the JCC
Development Mortgage or Sections 8 of the other Mortgages, or Sections 26(h),
(i) or (j) of the Company Mortgage and the JCC Development Mortgage and Sections
25(h), (i) and (j) of the Canal Development Mortgage and the Fulton Development
Mortgage;

                  33. the validity or enforceability of any Lien purported to be
created by the Mortgages on security deposits or escrow payments;

                  34. the effectiveness of any provisions in the Mortgage
purporting to deem materials delivered to the Immovable Property to be a part of
the Immovable Property prior to becoming component parts or the validity or
enforceability of any Lien thereon under the Mortgages prior to such materials
becoming component parts;

                  35. any provision of any of the Louisiana Documents that
provides for the restoration of any indebtedness or obligation previously paid
following the bankruptcy of any Person, or the restoration or continuation of
any rights or documents held by a Person after judicial proceedings to which
such Person is a party are abandoned or discontinued or determined adversely;

                  36. the validity or enforceability of any Leases or any
Contracts (as defined in the Security Agreement);

                  37. the creation or perfection of any Lien on any policy of
insurance, letter of credit, guaranty, claim, security interest or other
security held by any Credit Party to secure payment or performance by any other
Person;

                  38. any right of the Collateral Agent or other secured party
to the appointment of a receiver or keeper for, or to operate, or to own after
foreclosure or other realization on any Lien thereon, any Collateral that
constitutes a gaming facility or gaming equipment other than in compliance with
the Gaming Regulations;

                  39. provisions in the Documents assigning or granting the
right to modify, terminate or exercise rights under leases or other contracts or
create new contracts or withdraw monies on deposit or otherwise manage or
operate the Collateral prior to the Collateral Agent or other secured party
acquiring ownership of such Collateral, or obtaining judicial appointment of a
keeper and judicial and Gaming Authority authorizations for such actions;

                  40. the effectiveness or enforceability of the purported
subrogation of the Collateral Agent to the rights of taxing authorities by
reason of the payment of taxes;


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Page 22


                  41. provisions in the Documents pertaining to the
admissibility of evidence or evidentiary standards or the conclusiveness of
decisions or the reasonableness of actions;

                  42. waivers of provisions of the Louisiana Code of Civil
Procedure or of the right of redemption or of the duty of a secured party with
respect to Collateral in its possession;

                  43. any provisions of the Mortgages that purport to or would
have the effect of granting the Collateral Agent the power to retain subordinate
leases affecting the Mortgaged Property after a foreclosure and judicial sale;

                  44. any requirement in any Document that such Document's terms
may be amended or waived only by an agreement in writing signed by all parties
thereto, or provisions authorizing the delay or failure to exercise a right
without waiving such right;

                  45. provisions of any of the Louisiana Documents purporting to
make all remedies cumulative;

                  46. any provision of any of the Louisiana Documents which
purports to make the foreclosure or other sale of any encumbered property a
perpetual bar to claims by the Credit Parties;

                  47. provisions of any of the Documents providing for
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is not permitted by law or is contrary to
public policy;

                  48. any provision of any of the Louisiana Documents that
excludes or limits the liability of any Person for damage caused by things which
such Person has in their custody as defined by Louisiana jurisprudence;

                  49. any provision of any of the Louisiana Documents that
excludes or limits the liability of any Person (a) for such Person's intentional
or gross fault that causes damage to any other Person or (b) for causing
physical injury to any other Person; or

                  50. any provision which purports to continue the liability of
any Person who is a surety for the Company's Secured Indebtedness or Obligations
notwithstanding (a) any defense to the Company's Secured Indebtedness or
Obligations that the Company could assert, except lack of capacity or discharge
and bankruptcy of the Company, or (b) a modification or amendment of the
Company's Secured Indebtedness or Obligations or the Documents or an impairment
of real security held for the Company's Secured Indebtedness or Obligations, in
any material manner and without such Person's consent if the Person is
prejudiced by such action.

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March 30, 2001
Page 23

         D. The rights of the Collateral Agent under the Mortgages against any
insurer responsible for paying proceeds attributable to the casualty insurance
loss of any Mortgaged Property will be subject to any dealings by the insurer
with the applicable Louisiana Company, or its successor in interest, until the
insurer receives written notice from or on behalf of the Collateral Agent or the
applicable Louisiana Company of the collateral assignment to the Collateral
Agent of the right to receive such insurance proceeds.

         E. The rights of the Collateral Agent in proceeds of Assigned Leases
and Rents will be limited as set forth in La. R.S. 9:4401(F).

         F. Unless and until the debtors or payors of each one of the
Receivables (as defined in the Security Agreement) have received written notice
of the security interest granted therein to the Collateral Agent, such security
interest will remain subject to any dealings by such debtors or payors with the
pertinent Credit Party or other assignee, if any, of such Receivables.

         G. Unless and until the debtors and lessees under each one of the
Assigned Leases have received written notice of the assignment thereof, the
rights of the Collateral Agent in such Assigned Leases and Rents will be subject
to any dealings by such debtors and lessees with the pertinent Credit Party or
any other assignee, if any, of such Assigned Leases and Rents.

         H. The Lien created by the Security Agreement on Contracts and Contract
Rights (each as defined in the Security Agreement) will be subject to the
respective rights of the parties to each Contract and will not be enforceable
against any payor or obligor thereunder unless and until such payor or obligor
has received written notice thereof from the Collateral Agent.

         I. Although the term "general intangibles", as defined in the Security
Agreement, by itself may be sufficient to include in the Collateral all of the
property intended to be covered thereby, (1) a dispute could arise as to whether
a particular item of property is included or not included within such term, and
(2) the degree of specificity required for the description of particular items
of general intangibles has not been established under the LAUCC. Accordingly,
our opinion as to the effectiveness of the Security Agreement or any Financing
Statement (or Fixture Statement) to create and perfect a security interest in
all "general intangibles" of any Credit Party merely described as such without
further description is limited as aforesaid. (This paragraph does not apply with
respect to the security interest in JCC Holding's limited liability company
interests in the Company and in JCC Development.) Furthermore, we express no
opinion as to the effectiveness of the Security Agreement or any Financing
Statement (or Fixture Statement) to create and perfect a security interest in
"all personal property" or "any property or assets of any type or description"
of any Credit Party merely described as such without further description.

         J. We call your attention to, and our opinion is limited by, the fact
that (1) the continuation of perfection of security interest in proceeds is
limited to the extent set forth in the

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Page 24


LAUCC; (2) buyers and purchasers of the Security Agreement Collateral and the
Pledge Agreement Collateral, whether or not in the ordinary course of business,
in certain circumstances described in LAUCC Sections 9-307, 9-308 and 9-309, may
acquire such Collateral free of the Collateral Agent's perfected security
interest; (3) a perfected security interest may become unperfected (a) if
Collateral located in Louisiana is removed from this state to another state, or
a Credit Party's chief executive office is moved to another state, and in each
instance appropriate steps are not taken in that other state, or (b) a Financing
Statement or Fixture Statement becomes seriously misleading due to changes in
the name, identity, taxpayer identification number or corporate structure of a
Credit Party; and (4) a perfected security interest in goods may be lost if the
goods (a) are installed in or affixed to, or become a part of a product or mass
with, goods which are not items of Collateral or (b) become a fixture (other
than a Louisiana Company's goods, but excluding ordinary building materials or
other similar things) that become a fixture on the Immovable Property
specifically described in that Louisiana Company's Fixture Statement).

         K. You are aware that the Louisiana Mortgaged Property includes
interests in leases or subleases, and that the exercise of remedies under the
Mortgages is subject to the terms of said leases or subleases (and, in the case
of the JCC Development Mortgage, also the Master Plan as defined therein). We
have assumed that the requirements contained in such leases, or in the case of
subleases, contained either in such sublease or in the leases from which the
sublease is derived (and, in the case of the JCC Development Mortgage, also in
the Master Plan as defined therein), for the mortgaging of such leases or
subleases have been met or waived. The opinions expressed herein are subject to
the effect, if any, of any such requirements pertaining to the mortgaging or
assigning thereof. The Louisiana Documents will not prevent the grantor or
grantee of any such leases, subleases or other contracts constituting a part of
the Collateral from modifying or terminating such leases or contracts (although
such actions may constitute an enforceable breach of other agreements in favor
of the Secured Creditors or an enforceable default under the Documents). The
termination of the Casino Lease will terminate the Lien of the Mortgage granted
by the Company on the Casino Lease and the Casino building.

         L. We express no opinion as to whether the Collateral Agent or any Bank
or their assignees will be admitted as members of the Louisiana Companies or be
entitled to assume such limited liability company interests.

         M. We do not express any opinion with respect to (1) the enforceability
of any of the Documents except as set forth in paragraph 5 above, or (2) the
perfection of any Lien except as set forth in paragraphs 7, 8, 9 and 10 above.

         N. For purposes of the opinions in paragraphs 14 and 15 above, we have
relied solely upon a certificate of an executive officer of the Company with
respect to certain factual matters.

         O. You are aware that the Louisiana Companies and the Documents are
subject to the Gaming Regulations and federal statutes, regulations and orders
regulating gaming. The

<PAGE>   233
March 30, 2001
Page 25

enforceability of the remedies provided under the Louisiana Documents are
subject to orders of federal and Louisiana governmental authorities pursuant
thereto. In particular, the acquisition or operation of the encumbered
properties and property interests by the Collateral Agent, any of the Trustee,
any of the Secured Creditors or any other Person will require approvals by and
filings with governmental authorities under the Gaming Regulations, which
requirements may limit the number of potential bidders, delay or reduce the
realization on such property and otherwise limit the practical value of
realizing on such property.

         P. We have assumed that the Bankruptcy Court's Confirmation Order
confirming the Plan of Reorganization has been entered and is not stayed, the
time to appeal or to seek review by petition for certiorari therefrom has
expired without an appeal or application for review having been filed, and such
Confirmation Order now constitutes a final, non-appealable judgment in full
force and effect, and that the Plan Effective Date occurred under the Plan of
Reorganization on March 19, 2001. We further assume that the execution, delivery
and performance of the Documents has been approved by the Bankruptcy Court in
connection with the Plan of Reorganization, and we express no opinion as to the
enforceability of any provision of the Louisiana Documents to the extent that
such provision conflicts with the terms of the Plan of Reorganization.

         Q. Without limiting the exceptions stated in paragraph 14, we express
no opinion as to whether a court applying Louisiana law would give effect to the
choice of New York law as governing (x) the Mortgages or any portions thereof,
or (y) the validity and enforceability of the Documents in which such choice of
law is stipulated as to the following provisions:

                  (1)      any requirement in any Document that such Document's
                           terms may be amended or waived only by an agreement
                           in writing signed by all parties thereto, or
                           provisions authorizing the delay or failure to
                           exercise a right without waiving such right;

                  (2)      provisions pertaining to the admissibility of
                           evidence or evidentiary standards or the
                           conclusiveness of determinations or the
                           reasonableness of actions;

                  (3)      any agreement to submit to the jurisdiction of any
                           court sitting in any particular jurisdiction;

                  (4)      any waiver of any right to a trial by jury or to
                           claim any forum as inconvenient or to judicial
                           service of process;

                  (5)      provisions which purport to create a constructive
                           trust as to any funds received by any Person;

<PAGE>   234

March 30, 2001
Page 26


                  (6)      provisions which purport to establish the obligation
                           of the Credit Parties for a deficiency in
                           circumstances not permitted by the Louisiana
                           Deficiency Judgment Act;

                  (7)      provisions which purport to waive the duty of a
                           secured party with respect to Collateral in its
                           possession;

                  (8)      the creation of security interests under the Pledge
                           Agreement or the Security Agreement in Collateral not
                           subject to the LAUCC, or the perfection of security
                           interests or other matters provided for in LAUCC
                           Section 9-103, or the remedies provided in the
                           Documents;

                  (9)      any provision for liquidated damages contained in any
                           of the Documents;

                  (10)     any waiver or extension of any statute of limitations
                           or liberative prescriptive period;

                  (11)     provisions of Indenture Section 11.17(b) or HET/JCC
                           Agreement Section 20(b);

                  (12)     provisions of Security Agreement Section 7.3;

                  (13)     provisions of the Pledge Agreement and the Security
                           Agreement regarding any incorporeal (intangible)
                           Collateral to which the application of such provision
                           is found to be ambiguous, or the second sentence of
                           Pledge Agreement Section 26(a);

                  (14)     provisions which purport to restore or continue any
                           rights or documents held by a Person after judicial
                           proceedings to which such Person is a party are
                           abandoned or discontinued or determined adversely;

                  (15)     irrevocable power of attorney grants or appointments;

                  (16)     provisions which exclude or limit any liability of
                           any Person for such Person's intentional or gross
                           fault that causes damage to any other Person or for
                           causing physical injury to any other Person;

                  (17)     indemnities against a Person's intentional, gross
                           fault, negligence or otherwise where such
                           indemnification is not permitted by law or is
                           contrary to public policy; or

<PAGE>   235
March 30, 2001
Page 27



                  (18)     provisions which purport to continue the liability of
                           a Credit Party notwithstanding (a) any defense to the
                           Company's Secured Indebtedness or Obligations that
                           the Company could assert, except lack of capacity or
                           discharge and bankruptcy of the Company, or (b) a
                           modification or amendment of the Company's Secured
                           Indebtedness or Obligations or the Documents or an
                           impairment of real security held for the Company's
                           Secured Indebtedness or Obligations, in any material
                           manner and without such Credit Party's consent if the
                           Credit Party is prejudiced by such action.

          R. With regard to the opinion expressed in paragraph 12 above, in the
event that any bank acquires possession or ownership of encumbered property in
Louisiana, whether by the exercise of provisional remedies available under the
Documents and applicable law, foreclosure, dation en paiement (deed in lieu of
foreclosure) or otherwise, various filings or other acts may by required in
Louisiana in connection with the use, operation or ownership of such property,
and the foregoing opinion does not extend to any such filings or acts. In
particular, you should be aware that the banks' exemption from Louisiana taxes
shall not include ad valorem taxes assessed against any immovable property that
the banks may own in this state. Additionally, the opinion expressed above is
rendered without regard to any other activities or transactions which any of the
banks are engaged in or is a party to, and assumes that each bank is not subject
to the jurisdiction of any court or governmental authority of the State of
Louisiana for any reason other than the execution, delivery and performance of
the Documents. We express no opinion as to whether any bank which is not an
entity of the type described in La. R.S. 12:302(K) (as stated in opinion
paragraph 12 above) is or is not required to qualify to transact business or pay
any tax or fee in connection with this transaction.

         S. (1) The Louisiana Documents state in multiple provisions that the
Louisiana Documents and the liens, rights and covenants thereunder are subject
to the terms and conditions of the Intercreditor Agreement, which further is
purported to be incorporated into the Mortgages by reference. The opinions
expressed herein are subject to the effect, if any, of such terms and conditions
of the Intercreditor Agreement on the Louisiana Documents. We express no opinion
as to the validity or enforceability of the Intercreditor Agreement (except as
stated in paragraph 4 as to its due authorization), and the opinions expressed
above pertaining to the Louisiana Documents should not be construed as extending
thereto. Furthermore, we express no opinion as to the enforceability of, or the
effect on the Louisiana Documents' validity and enforceability and the opinions
expressed herein arising from, (x) the purported incorporation by reference of
the Intercreditor Agreement (which elects New York law) into the Mortgages or
(y) any provisions in the Louisiana Documents which conflict or are inconsistent
with the provisions of the Intercreditor Agreement.

            (2) We express no opinion as to the validity or enforceability of
the Mortgages under the laws of the State of New York. Furthermore, we express
no opinion as to

<PAGE>   236
March 30, 2001
Page 28


the enforceability of, or the effect on the Mortgages' validity and
enforceability and the opinions expressed herein arising from, the purported
choice of New York law in the Mortgages.

         T. No opinion is to be implied herein or inferred herefrom as to (1)
the financial ability of the Credit Parties to meet their respective obligations
under the Documents, (2) the truthfulness or accuracy of any financial
statements, reports, plans or documents or other facts furnished to you by the
Credit Parties in connection with the Documents, (3) the truthfulness or
accuracy of any statements of fact made by the Credit Parties in the Documents
or any other documents described herein, except to the extent that such matters
are expressly addressed herein, or (4) whether any of the obligations, covenants
or agreements contained in the Documents in fact have been or will be fulfilled,
completed or performed. We have assumed that no facts exist that would make
available the defenses of error, fraud or other vice of consent.

         U. With your permission, we express no opinion regarding the
applicability or effect of the bankruptcy and insolvency laws of the United
States and State of Louisiana pertaining to fraudulent conveyances.

         V. We express no opinions as to the laws of any jurisdiction other that
the laws of the State of Louisiana, and the General Corporation Law of the State
of Delaware as to opinion paragraphs 1 and 2, above, and the federal laws of the
United States pertinent to opinion paragraphs 14 and 15, and we express no
opinion with respect to the laws of the United States of America except with
respect to opinion paragraphs 14 and 15 or of any other State or jurisdiction
(or, in the case of the State of Delaware, any laws other than the Delaware
General Corporation Law) or any matters of municipal law.

         The opinions expressed herein are expressed as of the date hereof and
are not intended to have any prospective effect. No opinion is expressed herein
as to the effect of any future acts of the parties or changes in existing laws.
We assume no obligation to advise you or any other Person of any changes
concerning the above matters or opinions, whether or not deemed material, which
may hereafter come or be brought to our attention, including but not limited to,
changes which could result from pending or future legislation, law or
jurisprudence or changes in the facts presently in effect.

         The foregoing expresses our legal opinion as to the matters set forth
above and is based upon our professional knowledge and judgment at this time; it
is not, however, to be construed as a guaranty, nor is it a warranty that a
court considering such matters would not rule in a manner contrary to the
opinions set forth above. This legal opinion is prepared and rendered in
accordance with the standard of care applicable to opinion letters issued by law
firms and/or lawyers located in the state of Louisiana.

         The opinions expressed in this letter are given solely for the benefit
of Trustee under the Indenture, HET and HOC under the Minimum Payment Guaranty
and Revolving Credit

<PAGE>   237

March 30, 2001
Page 29


Agreement, HNOMC under the Revolving Credit Agreement, the Collateral Agent, and
their respective counsel. This opinion letter may be relied upon by Trustee,
HET, HOC, and HNOMC and their respective counsel only in connection with the
transactions contemplated by the Documents. This opinion letter may not be
relied upon in whole or in part, for any other purposes or by any other Person
without our prior written consent.

                                            Very truly yours,



                                            ADAMS AND REESE

<PAGE>   238


                    EXHIBIT C-3 TO REVOLVING CREDIT AGREEMENT
                                        &
                            EXHIBIT C-4 TO INDENTURE

                         [PILLSBURY WINTHROP LETTERHEAD]

                                 March 30, 2001

Wells Fargo Bank Minnesota, National Association
as Trustee for the benefit of the Holders from
time to time under the Senior Note Indenture
referred to below

and

Harrah's Entertainment, Inc.
and Harrah's Operating Company, Inc. as
Minimum Payment Guarantors pursuant
to the HET/JCC Operating Agreement referred to
in the Senior Note Indenture and as lenders
under the Revolving Credit Agreement
referred to below

and

The Bank of New York, as Collateral Agent
10161 Centurion Parkway
Jacksonville, Florida 32256

Ladies and Gentlemen:

         We have acted as special New York (the "State") counsel to (i) JCC
Holding Company, a Delaware corporation ("JCC Holding") and (ii) Jazz Casino
Company, L.L.C., a Louisiana limited liability company ("JCC") for purposes of
providing this opinion in connection with (x) the Indenture, dated as of March
30, 2001 (the "Senior Note Indenture"), among JCC, as issuer, JCC Holding, JCC
Canal Development, L.L.C., a Louisiana limited liability company ("Canal
Development"), JCC Fulton Development, L.L.C., a Louisiana limited liability
company ("Fulton Development"), JCC Development Company, L.L.C., a Louisiana
limited liability company ("JCC Development"), as guarantors, and Wells Fargo
Bank Minnesota, National Association, as Trustee and (y) the Revolving Credit
Agreement, dated as of March 30, 2001 (the

<PAGE>   239
March 30, 2001
Page 2


"Revolving Credit Agreement"), among JCC, as borrower, JCC Holding, Canal
Development, Fulton Development and JCC Development, as guarantors, and Harrah's
Entertainment, Inc., Harrah's Operating Company, Inc. and Harrah's New Orleans
Management Company, as lenders.

         As used herein, "Governmental Approval" means any authorization,
consent, approval, license or exemption (or the like) of or from any
governmental unit, "Governmental Registration" means any registration or filing
(or the like) with, or report or notice (or the like) to, any governmental unit,
"Subsidiary Guarantors" means Canal Development, Fulton Development and JCC
Development, "Documents" means the Senior Note Indenture, the Revolving Credit
Agreement, the Pledge Agreement, dated as of March 30, 2001 (the "Pledge
Agreement"), among JCC Holding, JCC and the Subsidiary Guarantors, as pledgors,
and The Bank of New York, not in its individual capacity, but solely as
Collateral Agent, and the Security Agreement, dated as of March 30, 2001 (the
"Security Agreement"), among JCC Holding, JCC and the Subsidiary Guarantors, as
assignors, and The Bank of New York, not in its individual capacity, but solely
as Collateral Agent, "Securities" means the Senior Notes due 2008 of JCC in the
form included in Exhibit A to the Senior Note Indenture, "Security Interest"
means the security interests created by the Pledge Agreement and the Security
Agreement, "LLC Membership Certificates" means the certificates evidencing units
of membership interests in Canal Development, Fulton Development and JCC
Development, "Collateral" shall mean all the "Collateral" as defined in the
Pledge Agreement and/or the Security Agreement, as the case may be, "Pledged
Securities" means any "Security" (as defined in the Pledge Agreement) that is
included in the Collateral under the Pledge Agreement, including, without
limitation, the LLC Membership Certificates, "Stock" has the meaning assigned to
such term in the Pledge Agreement, "Uniform Commercial Code" means the Uniform
Commercial Code as in effect in the State on the date hereof, "Revolver Note"
means the "Note" as defined in the Revolving Credit Agreement, and the terms
"Revolving Loan Commitment" and "Revolving Loan" have the meanings assigned to
such terms in the Revolving Credit Agreement. Other capitalized terms used
herein but not defined herein have the meanings assigned to them in the Senior
Note Indenture.

         This opinion is delivered to you pursuant to Section 4.2(b) of the
Senior Note Indenture and Section 4.2(b) of the Revolving Credit Agreement at
the request of JCC.

         On the basis of the assumptions and subject to the qualifications and
limitations set forth below, we are of the opinion that:

                  1. Each Document constitutes a valid and legally binding
agreement of JCC Holding, JCC and/or each Subsidiary Guarantor to the extent
such Person is a party thereto, each Security will, upon being duly issued for
value and executed and authenticated in accordance with the terms and conditions
of the Senior Note Indenture, constitute a valid and legally binding obligation
of JCC, and the Revolver Note delivered on the date hereof will, upon
disbursement of a Revolving Loan evidenced by the

<PAGE>   240
March 30, 2001
Page 3



Revolver Note, constitute a valid and legally binding obligation of JCC, in each
case enforceable against JCC Holding, JCC, and/or the Subsidiary Guarantors, as
the case may be, in accordance with its terms.

                  2. Under the law of the State, no Governmental Approvals are
required to have been obtained, and no Governmental Registrations are required
to have been made, by JCC for the valid execution, delivery and issuance by JCC
of the Securities and the Revolver Note issued on the date hereof, for JCC's
incurrence of Indebtedness in the aggregate amount of $124,500,000 and the
repayment of such Indebtedness, with interest, in accordance with the terms of
the Senior Note Indenture and the Securities, for JCC's incurrence of
Indebtedness in the amount of the Revolving Loan Commitment and the repayment of
such Indebtedness, with interest, in accordance with the terms of the Revolving
Credit Agreement and the Revolver Note, for the grant by JCC of the Security
Interest or, subject to paragraph 3(b) below, the maintenance of the Security
Interest in accordance with the terms of the Security Agreement, for the
performance by JCC of its other obligations under the Documents or for the
performance by JCC Holding and the Subsidiary Guarantors of their respective
obligations under the Documents (other than in connection or in compliance with
the blue-sky law of the State, as to which we express no opinion).

                  3. (a) The provisions of (i) the Security Agreement are
effective to create in favor of the Collateral Agent for the benefit of the
Secured Creditors a valid security interest in the Collateral to secure the
Obligations (as defined in the Security Agreement) and (ii) the Pledge Agreement
are effective to create in favor of the Collateral Agent for the benefit of the
Secured Creditors a valid security interest in the Collateral to secure the
Obligations (as defined in the Pledge Agreement).

                     (b) The law (including the conflict of law rules) of the
jurisdiction in which a debtor's place of business, or, if it has more than one
place of business, its chief executive office, is located governs the perfection
by filing of the Security Interest in the Security Agreement Collateral
consisting of (in each case as defined in the Uniform Commercial Code) accounts
(other than accounts described in Section 9-103(5) of the Uniform Commercial
Code), general intangibles and investment property and, in the case of such
accounts and general intangibles, the effect of such perfection or
non-perfection.

                     (c) (i) The delivery to the Collateral Agent in the State
of the certificates (and related stock powers executed in blank) delivering to
it representing Pledged Securities constituting Stock or the LLC Membership
Certificates is effective to perfect the Security Interest in the Pledged
Securities evidenced by such certificates on the date of such delivery.

                         (ii) Upon the delivery of the certificates representing
the Pledged Securities referred to in clause (i) to the Collateral Agent as
specified in such clause, the Security Interest in such Pledged Securities,
insofar as it secures the principal

<PAGE>   241
March 30, 2001
Page 4


amount of the Securities issued on the date hereof and the principal amount of
the Revolving Loans outstanding on the date hereof, will not be subject to any
present or future prior Liens.

                           (d) The delivery to the Collateral Agent in the State
of any Collateral constituting instruments (as such term is defined in Section
9-105(1)(i) of the Uniform Commercial Code) is effective to perfect the Security
Interest in such instruments on the date of such delivery.

         Our opinion is subject to the following qualifications and limitations:

                  (a) Our opinion is subject to the effect of (i) applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar
laws affecting creditors' rights generally, (ii) general equitable principles,
(iii) requirements of reasonableness, good faith and fair dealing, and (iv)
additionally in the case of (A) indemnities, a requirement that facts, known to
the indemnitee but not the indemnitor, in existence at the time the indemnity
becomes effective that would entitle the indemnitee to indemnification be
disclosed to the indemnitor, (B) waivers, Section 9-501(3) of the Uniform
Commercial Code and (C) indemnities, waivers and exculpatory provisions, public
policy. Our opinion with respect to the Senior Note Indenture and the Revolving
Credit Agreement is subject to the further qualification that JCC Holding and
the Subsidiary Guarantors may be exonerated as to a guaranteed party if that
guaranteed party fails to inform JCC Holding or the Subsidiary Guarantors of
material, adverse information, known to it and not to JCC Holding or the
Subsidiary Guarantors, concerning JCC or any collateral.

                  (b) Certain remedial provisions of the Documents we are
opining on may be unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of the balance of such Documents, and
the practical realization of the benefits created by such Documents taken as a
whole will not be materially impaired by the unenforceability of those
particular provisions. In addition, certain remedial provisions of such
Documents may be subject to procedural requirements not set forth therein.

                  (c) The Security Interest will not be enforceable (i) with
respect to, or attach to, any Collateral until value has been given and JCC
Holding, JCC or any Subsidiary Guarantor, as the case may be, has rights in such
Collateral and (ii) against the competing interests of those third parties
(other than JCC Holding, JCC or any Subsidiary Guarantor) who would, in
accordance with the provisions of the Uniform Commercial Code, take free of, or
have priority over, the Security Interest, notwithstanding its perfection.

                  (d) Our opinion is limited to the law of the State as in
effect on the date hereof and to the Documents insofar as such Documents purport
to be governed by the law of the State.

<PAGE>   242
March 30, 2001
Page 5


                  (e) This opinion is solely for your benefit and the benefit of
your assignees and participants in connection with the above transactions. This
opinion may not be relied upon by you for any other purpose or furnished to
(unless otherwise required to be so furnished by applicable law or judicial
process), quoted to or relied upon by any other Person for any purpose without
our prior written consent.

                  (f) We express no opinion with respect to:

                           (i) JCC Holding's, JCC's, or any Subsidiary
         Guarantor's rights in, title to or legal or beneficial ownership of any
         of the Collateral, or any Collateral acquired after the date hereof;

                           (ii) the perfection of the Security Interest in any
         dividends or other distributions on Pledged Securities that are not the
         subject of our opinion expressed in paragraph 3(c)(i) above;

                           (iii) except to the extent specified in paragraph
         3(c)(ii), the priority of the Security Interest;

                           (iv) any Collateral that (A) is not governed by
         Article 8 or 9 of the Uniform Commercial Code (and not, in the case of
         Article 9, excluded therefrom by Section 9-104 or Section 9-313(2)),
         (B) is subject to Section 9-401(10)(a) or (b) of the Uniform Commercial
         Code or (C) is a trademark;

                           (v) Section 11.8 of the Senior Note Indenture,
         Sections 8.7(a) and (b) of the Revolving Credit Agreement and Sections
         26(a) and (b) of the Pledge Agreement, insofar as such Sections relate
         to federal courts (except as to the personal jurisdiction thereof);

                           (vi) Section 8.7(c) of the Revolving Credit Agreement
         and Section 26(c) of the Pledge Agreement, insofar as such Sections are
         sought to be enforced in a federal court;

                           (vii) In the case of the Pledge Agreement, Section
         7(b) through (f), Section 26(a), insofar as it purports to except
         Sections 7(b) through (f) from the first sentence of such Section, and
         Section 27;

                           (viii) In the case of the Security Agreement, Section
         6.3(b) through (f), Section 10.7, insofar as it purports to except
         Section 6.3(b) through 9(f) from such Section, and Section 10.12;

                           (ix) In the case of the Senior Note Indenture,
         Section 11.15;

                           (x) In the case of the Securities, Section 14
         thereof;

<PAGE>   243

March 30, 2001
Page 6


                           (xi) In the case of the Revolving Credit Agreement,
         Section 8.14; or

                           (xii) In the case of the Pledge Agreement and the
         Security Agreement, with respect to the status of any Person as a
         Secured Creditor for whom the Collateral Agent is not acting as
         representative within the meaning of Section 9-1059(1)(m) of the
         Uniform Commercial Code.

         In rendering our opinion:

                  (i) We have examined originals, or copies of originals
certified, conformed or otherwise identified to our satisfaction, of such
agreement, documents and records as we have considered relevant and necessary as
a basis for this opinion.

                  (ii) We have assumed the accuracy and completeness of all, and
the authenticity of all original, certificates, agreements, documents, records
and other materials submitted to us the conformity with the originals of any
copies submitted to us, the genuineness of all signatures and the legal capacity
of all natural persons.

                  (iii) We have assumed that (A) JCC Holding, JCC and each
Subsidiary Guarantor (1) are duly incorporated or organized, validly existing
and in good standing under the law of the State of Delaware and Louisiana, as
the case may be, and (2) have corporate power, and have taken all necessary
action (including any necessary stockholder or member action) to authorize them,
(aa) to execute and deliver, and to perform their respective obligations under,
and have duly executed and delivered, the Documents to which they are a party
and (bb) in the case of JCC, to execute, deliver and issue, and to perform it
obligations under, and have duly executed, delivered and issued for value, the
Securities and the Revolver Note; and (B) the execution and delivery of, and the
performance of their obligations under, the Documents by JCC Holding, JCC and
the Subsidiary Guarantors, and the execution, delivery and issuance of, and
performance of its obligations under, the Securities and the Revolver Note by
JCC, do not and will not (1) require any Governmental Approval or any
Governmental Registration of (2) violate or conflict with, result in a breach
of, constitute a default under, or result in the creation of any Lien (other
than, the Security Interest) upon any property of JCC Holding, JCC, any
Subsidiary Guarantor, or any of their respective Affiliates under, (aa) the
certificate of incorporation or the by-laws of JCC Holding and the certificate
of formation or operating agreement of JCC or any Subsidiary Guarantor, as the
case may be, (bb) any agreement or instrument to which JCC Holding, JCC, any
Subsidiary Guarantor, or any of their respective Affiliates is a party or by
which JCC Holding, JCC, any Subsidiary Guarantor, or any of its Affiliates or
any of

<PAGE>   244
March 30, 2001
Page 7


their respective properties may be bound, (cc) any Governmental Approval
or Governmental Registration that may be applicable to JCC Holding, JCC, any
Subsidiary Guarantor or any of its Affiliates or any of their respective
properties, (dd) any order, decision, judgment or decree that may be applicable
to JCC Holding, JCC, any Subsidiary Guarantor, or any of their respective
Affiliates or any of their respective properties or (ee) any law except that the
foregoing assumption does not apply to, (w) in the case of the Governmental
Approvals and Governmental Registrations referred to in subclause (B)(1), the
Governmental Approvals and Governmental Registrations that are the subject of
our opinion expressed in paragraph 2 above and (x) in the case of the law
referred to in subclause (b)(2)(ee), the law of the State (except as to any
Governmental Approvals and Governmental Registrations required thereunder that
are not the subject of our opinion expressed in paragraph 2 above).

                  (iv) We have assumed that the Documents constitute (subject to
the same qualifications as are contained in subparagraph (a) of the immediately
preceding paragraph) the valid and legally binding agreements of the parties
thereto under all applicable law (other than, in the case of JCC Holding, JCC
and the Subsidiary Guarantors the law of the State (except as to any
Governmental Approvals and Governmental Registrations required thereunder that
are not the subject of our opinion expressed in paragraph 2 above)).

                  (v) We have assumed, for purposes of paragraph 3(c), that (A)
the Secured Creditors and the Collateral Agent (on behalf of the Secured
Creditors) takes the Pledged Securities in good faith and without notice of any
adverse claim, (B) the Collateral Agent maintains continuous possession of the
Pledged Securities that are the subject of our opinion expressed in paragraph
3(c) above in the State and complies with the provisions of, and holds such
Pledged Securities for the benefit of the Secured Creditors in the manner
provided for in, the Pledge Agreement and (C) such Pledged Securities are
"certificated securities" within the meaning of Section 8-102(a)(4) of the
Uniform Commercial Code.

                  (vi) We have assumed, for purposes of paragraph 3(d), that (A)
the Secured Creditors and the Collateral Agent (on behalf of the Secured
Creditors) would take any instrument referred to in such paragraph for value, in
good faith and without notice that it is overdue or has been dishonored or of
any defense against or claim to it on the part of any person, and (B) the
Collateral Agent would maintain continuation possession of such instrument in
the State and would comply with the provisions of, and hold such instrument for
the benefit of the Secured Creditors in the manner provided for in, the Pledge
Agreement.

                  (vii) We have assumed, for the purposes of paragraph 2 above,
that the only activities of JCC Holding, JCC and the Subsidiary Guarantors in
the State consist of the negotiation, execution and delivery of, and the
performance of its obligations under, the Documents.

                  (viii) We have assumed that the Documents, the Securities, the
Revolver Note and Pledged Securities that are the subject of our opinion
expressed herein, as executed and delivered, were in the forms submitted to us.

<PAGE>   245
March 30, 2001
Page 8


                  (ix) We have assumed, for so much of paragraph 1 as relates to
Section 11.8 of the Indenture, Section 8.7(a) of the Revolving Credit Agreement,
Section 26(a) of the Pledge Agreement, Section 10.7 of the Security Agreement or
the last paragraph of the Revolver Note, that the choice of law of the State as
the governing law of such Documents, the Securities and the Revolver Note would
not result in a violation of an important public policy of another state having
greater contacts with the transactions contemplated by such Documents, the
Securities and the Revolver Note than the State.

                                            Very truly yours,


                                            PILLSBURY WINTHROP LLP

<PAGE>   246
                    EXHIBIT C-2 TO REVOLVING CREDIT AGREEMENT
                                        &
                            EXHIBIT C-5 TO INDENTURE

           [HELLER, DRAPER, HAYDEN, PATRICK & HORN, L.L.C. LETTERHEAD]




                                 March 29, 2001

Wells Fargo Bank Minnesota,
National Association as Trustee
under the Indenture referred to below
6th and Marquette
MAC-N9303-120
Minneapolis, Minnesota 55479

and

Harrah's Entertainment, Inc.
and Harrah's Operating Company, Inc.,
Harrah's New Orleans Management Company,
as Revolver Creditors, pursuant to
  Revolving Credit Agreement referred to below
One Harrah's Court
Las Vegas, Nevada 89119

and

The Bank of New York,
  as Collateral Agent
10161 Centurion Parkway
Jacksonville, Florida 32256

                  Re:   Borrower: Jazz Casino Company, L.L.C.

Ladies and Gentlemen:

         I have been asked to render this opinion on behalf of Jazz Casino
Company, L.L.C., a Louisiana limited liability company (the "Borrower"), with
respect to certain matters of Louisiana casino gaming law in connection with the
Indenture, among Jazz


<PAGE>   247

Casino Company, L.L.C., the issuer, JCC Holding Company, JCC Canal Development,
L.L.C., JCC Fulton Development L.L.C., and JCC Development Company, L.L.C., the
guarantors, and Wells Fargo Bank Minnesota, National Association, the trustee
(the "Trustee"), dated as of March 30, 2001 (the "Indenture"), and the Revolving
Credit Agreement, among Jazz Casino Company, L.L.C., as borrower, JCC Holding
Company, JCC Canal Development, L.L.C., JCC Fulton Development L.L.C., and JCC
Development Company, L.L.C., as guarantors, Harrah's Entertainment, Inc.,
Harrah's Operating Company, Inc., and Harrah's New Orleans Management Company,
as Lenders, dated as of March 30, 2001 (the "Revolving Credit Agreement").

         Unless the context requires otherwise, capitalized terms used herein
but not defined herein have the meaning assigned to them in the Indenture.

         The laws, rules and regulations, including emergency regulations, of
the State of Louisiana pertaining to licensed casino gaming activities, as set
forth in the Louisiana Economic Development and Gaming Corporation Act (the
"Act") and the regulations, emergency regulations, resolutions and orders
adopted thereunder by the Louisiana Gaming Control Board or its successors (the
"LGCB") as in effect on the date hereof are collectively referred to herein as
"Gaming Regulations." The LGCB, together with any other governmental authority
charged with the administration and the enforcement of the Gaming Regulations,
shall hereinafter be referred to as the "Gaming Authorities."

         For purposes of this opinion, I have reviewed (a) the Amended and
Renegotiated Casino Operating Contract dated as of October 30, 1998 among
Harrah's Jazz Company, a Louisiana general partnership, the Borrower and the
LGCB, the Second Amendment to Amended and Renegotiated Casino Operating Contract
and the Third Amendment to Amended and Renegotiated Casino Operating Contract
(collectively, the "Casino Operating Contract"); (b) the petition and first
amended and supplemental petition to the LGCB identified on Schedule A attached
hereto (the "LGCB Order"); and (d) the Indenture, the Revolving Credit Agreement
and certain related security documents described on Schedule C attached hereto
(hereinafter "Secured Documents").

         I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and, except as stated
herein, I have conducted such other investigations of fact and law as I have
deemed necessary or advisable for purposes of this opinion.

         Based upon the foregoing, and subject to the assumptions,
qualifications, restrictions and limitations set forth in this letter and the
Remedy Qualification (as defined below), I am of the following opinions:

         0.1. All authorizations, consents or approvals of or by the Gaming
Authorities required as of the date of this letter under the Gaming Regulations
have been obtained and are in full force and effect for: (a) the due execution
and delivery by the Borrower of the Secured Documents executed as of the date of
this letter to which the Borrower is a party; (b) the grant by the Borrower of
any lien or security interest in Collateral of the Borrower created pursuant to
the Secured Documents executed as of the date of this letter; (c) the perfection
of the Collateral Agent's rights under any lien or security interest in
Collateral of the


<PAGE>   248

Borrower created pursuant to any Secured Documents executed as of the date of
this letter; and (d) the issuance of New Common Stock pursuant to the Plan of
Reorganization, subject to the right of the LGCB to call forward any holder of
New Common Stock for a finding of suitability in accordance with the Gaming
Regulations, and with regard to Preston Smart, directly or indirectly through
trusts and investment companies, limited by the LGCB Order until he is found
suitable by the LGCB; provided, however, I express no opinion as to any
proceedings, authorizations, consents, approvals, notices, filings or other
actions required to be taken, obtained or made with the Gaming Authorities in
connection with the operation or exercise of any or all of the restrictions,
rights or remedies contemplated, authorized, created or provided for under any
of the Secured Documents (the "Remedy Qualification").

         0.2 The Gaming Regulations do not prevent any Security Document
executed as of the date of this letter that creates a valid and enforceable
security interest or lien in the Collateral of the Borrower from creating a
security interest or lien in favor of the Collateral Agent in the Collateral of
Borrower that is the subject of such Security Deposit, as security for the
payment of the obligations secured thereby.

         0.3 Trustee and The Bank of New York are required by reason of the
transactions referred to in the Secured Documents to be found suitable under the
Gaming Regulations; provided, however, Trustee and The Bank of New York are
presumed to be suitable at this time pursuant to the LGCB Order and/or the
Casino Operating Contract; and further provided, however, (a) the LGCB may
withdraw the presumption of suitability at any time and Trustee and The Bank of
New York are subject to being called forward for a finding of suitability in the
discretion of the LGCB; (b) the LGCB may require, in its discretion, a finding
of suitability in connection with the granting of any necessary approvals for
the exercise of remedies provided for in the Secured Documents; (c) successors
to, or transferees of, Trustee or The Bank of New York may be required to be
found suitable and are subject to being called forward for a finding of
suitability in the discretion of the LGCB; and (d) Trustee and The Bank of New
York, and any successors to, or transferees of, Trustee or The Bank of New York,
are required to comply with the Gaming Regulations and the Casino Operating
Contract in connection with the exercise of any rights or remedies under the
Secured Documents.

         0.4. The execution and delivery by the Borrower of the Secured
Documents executed as of the date of the letter to which it is a party will not
violate any Gaming Regulations.

         The foregoing opinions are limited by, subject to, and based on, the
following limitations, assumptions, restrictions and qualifications, all of
which have been made with your permission:

         A. This opinion assumes, consistent with the Gaming Regulations and the
Casino Operating Contract, that none of the Secured Documents creates a lien or
any

<PAGE>   249

other security interest in or to (i) the Casino Operating Contract, (ii) the
House Bank (as defined in the Third Amended and Restated Management Agreement as
in effect on the date of this letter), or (iii) the Louisiana Gaming Gross Share
Payments (including the LGCB's interest in Daily Collections), as such terms are
defined in the Casino Operating Contract, as in effect on the date of this
letter.

         B. The foregoing opinions relate only to suitability determinations,
authorizations, consents and approvals that are required as of the date of this
letter under the Gaming Regulations as applicable to the Borrower with respect
to the Secured Documents in effect as of the date of this letter, and without
considering or giving effect to any other additional security and/or mortgage
with respect to the Secured Documents or any of the other credit documents. The
exercise of remedies under the Secured Documents, may require licenses, permits,
suitability determinations, consents, approvals, authorizations, orders or
notices under the Gaming Regulations, the Secured Documents and the Casino
Operating Contract. I express no opinion as to the applicability of any such
requirements and assume that all have been or will be satisfied. In addition,
the Gaming Regulations require that persons and entities other than the Borrower
obtain licenses, permits, or suitability determinations or other consents,
approvals, authorizations or orders under the Gaming Regulations. I express no
opinion as to any such requirements and assume that all have been or will be
satisfied. Furthermore, I advise you that the presumptions of suitability set
forth in the LGCB Order, the Casino Operating Contract and the Gaming
Regulations are subject to withdrawal by the LGCB. I express no opinion as to
the validity or enforceability of the Secured Documents except as specifically
set forth in this letter with respect to Gaming Regulations only and then
subject to the Remedy Qualification and the other limitations, assumptions,
restrictions and qualifications set forth in this letter;

         C. There are uncertainties with respect to the Gaming Regulations and
their application to the Casino Operating Contract. This letter expresses no
opinion as to the validity or enforceability of the Casino Operating Contract or
the effect on your rights under the Secured Documents, including any liens on
Collateral, or New Common Stock in the event the Casino Operating Contract is
found to be invalid or unenforceable in whole or in part, without limiting the
opinion given in paragraphs 0.1 and 0.2. With your permission, I have not
addressed those matters herein, and, for purposes of this opinion, I have
assumed that the Casino Operating Contract constitutes the legal, valid and
binding obligations of the parties thereto, including the LGCB, enforceable in
accordance with its terms. The Louisiana Constitution and the Gaming Regulations
contain provisions which may materially impair or terminate Borrower's ability
to conduct casino gaming activities pursuant to the Casino Operating Contract,
including, but not limited to, provisions (i) requiring or permitting referendum
elections or elections on propositions relating to allowing or prohibiting one
or more forms of gaming, gambling or wagering authorized by Legislative Act;
(ii) authorizing the legislature at any time to repeal statutes authorizing
gaming, gambling or wagering; (iii) authorizing the Governor, the legislature
and the LGCB to set aside the Casino Operating Contract or order the Casino
Operating Contract to be renegotiated under certain circumstances; (iv) that
neither the state of Louisiana nor any political subdivision thereof shall be
liable in damages for revocation,


<PAGE>   250

modification or order for renegotiation of the Casino Operating Contract; and
(v) that the Casino Operating Contract is a pure, absolute, revocable privilege
and not a right, property or otherwise, under the constitutions of the United
States or the state of Louisiana, and that no holder thereof acquired any vested
right therein or thereunder. I also have not addressed the consequences on the
Borrower's rights to the Casino Operating Contract, or the approvals contained
in the LGCB Order and opined to in this letter, in the event that Act 1 of the
First Extraordinary Session of 2001 is found to be invalid, unenforceable,
unconstitutional or otherwise infirm under the laws of the state of Louisiana or
the United States of America. Further, I have not addressed the consequences in
the event that the LGCB Order is appealed and reversed, revised, amended,
remanded, vacated or modified by a reviewing court in the state of Louisiana, or
otherwise held to be invalid or infirm in whole or in part. With your
permission, I have not addressed those matters herein or rendered any advice or
opinion with respect thereto.

         D. For purposes of the opinions expressed in this letter, with your
permission, I have assumed and have not independently verified: (i) the
authenticity of all documents submitted to me as originals, the conformity with
the originals of all documents submitted to me as copies or forms, the
genuineness of all signatures, and the legal capacity of all natural persons;
(ii) the due organization, valid existence and good standing of all non-natural
persons in their respective jurisdictions of organization and the registration
or other qualification to do business and good standing of all such persons in
all other relevant jurisdictions, including the State of Louisiana; (iii) that
the Borrower has the requisite power and authority to conduct its business as
now conducted and as proposed to be conducted; (iv) that all statutes, judicial
and administrative decisions and orders, and rules and regulations, including
emergency regulations and resolutions, of governmental agencies, including the
Gaming Authorities, are generally available (i.e., in terms of access and
distribution following publication or other release) to lawyers practicing in
the State of Louisiana; (v) the constitutionality and validity of all relevant
statutes, rules and regulations, including but not limited to the Gaming
Regulations; (vi) that all statements and representations made in the Petition
and at any hearing on the Petition are true and correct, accurate and complete;
and (vii) that the LGCB Order in the form and substance attached hereto will
become final and nonappealable, and not subject to modification, amendment,
revocation, rehearing or rescission.

         E. I am qualified to practice law in the State of Louisiana and I do
not purport to express any opinion herein concerning any law other that the
Gaming Regulations. I assume no responsibility with respect to the application
of any other such law to the opinions contained herein.

         The opinions expressed in this letter (i) are expressly limited to the
matters stated herein in writing and no opinion may be inferred beyond the
matters expressly stated herein in writing; (ii) are given only as of this date
based on the laws in effect as of this date and I do not undertake to report to
you or any third parties changes in facts or laws, including, but not limited
to, Gaming Regulations, statutes or jurisprudence, regulations, emergency
regulations, rules, regulations, or resolutions, or any political corporation
and

<PAGE>   251

agency actions; and (iii) are issued only to the addressees hereof and may not
be used, circulated or quoted, in whole or in part, or relied upon by any person
or entity for any purpose without my prior written consent.

                                            Yours sincerely,


                                            /s/ William H. Patrick, III
                                            ---------------------------


<PAGE>   252





        SCHEDULE A TO MARCH 30, 2001 LETTER FROM WILLIAM H. PATRICK, III,
  TO WELLS FARGO BANK OF MINNESOTA, NATIONAL ASSOCIATION AS TRUSTEE UNDER THE
 INDENTURE; HARRAH'S ENTERTAINMENT, INC., HARRAH'S OPERATING COMPANY, INC., AND
 HARRAH'S NEW ORLEANS MANAGEMENT COMPANY, AS REVOLVER CREDITORS, PURSUANT TO
 THE REVOLVING CREDIT AGREEMENT; AND THE BANK OF NEW YORK, AS COLLATERAL AGENT

1.       Petition of Jazz Casino Company, L.L.C. and JCC Holding Company filed
         on February 28, 2001 with the Louisiana Gaming Control Board in the
         matter entitled "In the Matter of the Petition of Jazz Casino Company,
         L.L.C. and JCC Holding Company, Seeking Declaratory Rulings With
         Respect to the Plan of Reorganization and Related Transactions"; and

2.       First Amended and Supplemental Petition of Jazz Casino Company, L.L.C.
         and JCC Holding Company filed on March 22, 2001 with the Louisiana
         Gaming Control Board in the matter entitled "In the Matter of the
         Petition of Jazz Casino Company, L.L.C. and JCC Holding Company,
         Seeking Declaratory Rulings With Respect to the Plan of Reorganization
         and Related Transactions".


                                       END


<PAGE>   253


        SCHEDULE B TO MARCH 30, 2001 LETTER FROM WILLIAM H. PATRICK, III,
   TO WELLS FARGO BANK OF MINNESOTA, NATIONAL ASSOCIATION AS TRUSTEE UNDER THE
  INDENTURE; HARRAH'S ENTERTAINMENT, INC., HARRAH'S OPERATING COMPANY, IN., AND
  HARRAH'S NEW ORLEANS MANAGEMENT COMPANY, AS REVOLVER CREDITORS, PURSUANT TO
  THE REVOLVING CREDIT AGREEMENT; AND THE BANK OF NEW YORK, AS COLLATERAL AGENT

1.       "Order on Petition, as Amended, of Jazz Casino Company, L.L.C. and JCC
         Holding Company Seeking Declaratory Rulings With Respect to the Plan of
         Reorganization and Related Transactions" adopted by the Louisiana
         Gaming Control Board on March 29, 2001.

                                       END
<PAGE>   254
                          JAZZ CASINO COMPANY, L.L.C.

                       Officer's Certificate - Indenture

     I, the undersigned, being the Secretary of JAZZ CASINO COMPANY, L.L.C., a
Louisiana limited liability company (the "Company"), hereby certify that:

     1.   This Certificate is furnished pursuant to Section 3 of Article I of
Exhibit B of the Indenture dated as of March 30, 2001 (the "Indenture"), among
Wells Fargo Bank Minnesota, National Association, as Trustee (in such capacity,
the "Trustee"), the Company, and certain affiliates of the Company as
Guarantors. Unless otherwise defined here, capitalized terms used in this
Certificate shall have the meanings set forth in the Indenture.

     2.   The undersigned certifies that the conditions in Section 6, 7, 9, 10,
11, 12, 13, 20, 21, 22 and 23 of Article I of Exhibit B of the Indenture have
been satisfied as of the date hereof.

     3.   Attached hereto is a true and correct copy of form of the
Confidentiality Agreement referenced in Section 5.2(b).

     IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of March
2001.



                                        -------------------------------
                                        Name:  L. Camille Fowler
                                        Title: Secretary