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                                                                    EXHIBIT 3.01

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               JCC HOLDING COMPANY

                                   ARTICLE I.

         The Corporation was incorporated under the name JCC Holding Company by
the filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware on August 20, 1996. Subsequently, on October 27,
1998, pursuant to the provisions of Section 241 and Section 245 of the General
Corporation Law of the State of Delaware (the "DGCL"), the Corporation restated
and amended the Corporation's original Certificate of Incorporation ("Restated
Certificate of Incorporation"). And now, pursuant to Section 303 of the DGCL,
the Corporation repeals its Restated Certificate of Incorporation and hereby
amends and restates its Certificate of Incorporation to read in its entirety as
follows:

         Section 1.1. The name of the Corporation is JCC Holding Company.

         Section 1.2. The address of the registered office of the Corporation in
 the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware
 19808, in the County of New Castle, and the name of its registered agent at
 that address is Corporation Service Company. The Corporation's principal office
 outside of Delaware is 365 Canal Street, Suite 900, New Orleans, Louisiana
 70130. The address of the registered office and the registered agent of the
 Corporation may be changed by the affirmative vote of the Board of Directors of
 the Corporation (the "Board of Directors").

         Section 1.3. The purpose of the Corporation is to engage in any lawful
 act or activity for which corporations may be organized under the DGCL.

         Section 1.4. The Corporation shall have perpetual existence.

                                   ARTICLE II.

         Section 2.1. The total number of shares of stock that the Corporation
 shall have authority to issue is forty million (40,000,000), all of which is
 Common Stock. The par value of each share shall be one cent ($.01).

         Section 2.2. (a) Upon and after the Effective Date, subject to any
 other provisions of this Amended and Second Restated Certificate of
 Incorporation, as it may be amended from time to time, holders of Common Stock
 shall be entitled to receive such dividends and other distributions in cash,
 property or shares of capital stock of the Corporation as may be declared

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thereon by the Board of Directors from time to time out of assets or funds of
the Corporation legally available therefor.

                      (b) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Common Stock shall be entitled to receive all the remaining assets of the
Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of the Common Stock held by them. For
purposes of this subsection (b) of Section 2.2, a liquidation, dissolution or
winding up of the Corporation shall not be deemed to be occasioned by or to
include (i) any consolidation or merger of the Corporation with or into another
corporation or other entity or (ii) a sale, lease, or exchange of all or a part
of the assets of the Corporation.

         Section 2.3. (a) Subject to the provisions of law and this Amended and
Second Restated Certificate of Incorporation, the Corporation may issue shares
of Common Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the Board of Directors, which is expressly
authorized to fix the same in its absolute discretion subject to the foregoing
conditions. Shares so issued for which the consideration shall have been paid
or delivered to the Corporation shall be deemed fully paid stock and shall not
be liable to any further call or assessment thereon, and the holders of such
shares shall not be liable for any further payments in respect of such shares.

                      (b) Subject to the provisions of law and of this Amended
and Second Restated Certificate of Incorporation, the Corporation shall have
authority to create and issue rights and options entitling the holders thereof
to purchase shares of the Corporation's capital stock of any series or other
securities of the Corporation, and such rights and options shall be evidenced by
one or more instruments approved by the Board of Directors. The Board of
Directors shall be empowered to set the exercise price, duration, time for
exercise and other terms of such rights or options; provided, however, that the
consideration to be received for any shares of capital stock subject thereto
shall not be less than the par value thereof.

                      (c) No holder of the Common Stock of the Corporation may
be a Disqualified Holder. Shares held by any Disqualified Holder are subject to
the redemption provisions of Section 2.4, below.

         Section 2.4. (a) Notwithstanding any other provision of this Amended
and Second Restated Certificate of Incorporation to the contrary, outstanding
shares of Common Stock of the Corporation shall always be subject to redemption
by the Corporation, by action of the Board of Directors, if, in the judgment of
the Board of Directors, any holder of such stock is a Disqualified Holder.

                      (b) Outstanding shares of Common Stock of the Corporation
shall also be subject to redemption by the Corporation, by action of the Board
of Directors, if any holder of such stock is designated a Non-Qualified Person
(as defined in the Management Agreement) in a written notice from the Manager to
JCC pursuant to the Management Agreement.



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                      (c) The terms and conditions of a redemption pursuant to
either Section 2.4(a) or Section 2.4(b) shall be as follows:

                         (1) the redemption price of the shares to be redeemed
pursuant to this Section 2.4 shall be equal to the Fair Market Value of such
shares (excluding any dividends thereon not entitled to be received pursuant to
clause (5) of this Section 2.4(c)) or such other redemption price as required by
any applicable law, regulation, rule or resolution or order of a gaming
regulatory agency;

                         (2) the redemption price of such shares may be paid in
cash, Redemption Securities or any combination thereof;

                         (3) if less than all the shares held by Disqualified
Holders or Non-Qualified Persons are to be redeemed, the shares to be redeemed
shall be selected in such manner as shall be determined by the Board of
Directors, which may include selection first of the most recently purchased
shares thereof, selection by lot or selection in any other manner determined by
the Board of Directors;

                         (4) at least 20 days' written notice of the Redemption
Date shall be given to the record holders of the shares selected to be redeemed
(unless waived in writing by any such holder), provided that the Redemption Date
may be the date on which written notice shall be given to record holders if the
cash or Redemption Securities necessary to effect the redemption shall have been
deposited in trust for the benefit of such record holders and subject to
immediate withdrawal by them upon surrender of the stock certificates for their
shares to be redeemed;

                         (5) from and after the Redemption Date or such earlier
date as mandated by any applicable law, regulation, rule or resolution or order
of a gaming regulatory agency, any and all rights of whatever nature, which may
be held by the owners of shares selected for redemption (including without
limitation any rights to vote or participate in dividends declared on stock),
shall cease and terminate and they shall thenceforth be entitled only to receive
the cash or Redemption Securities payable upon redemption; and

                         (6) such additional terms and conditions as the Board
of Directors shall determine.

         Section 2.5. Notwithstanding any other provision of this Amended and
Second Restated Certificate of Incorporation to the contrary, all actions of the
stockholders shall be taken at a meeting of the stockholders. The stockholders
shall not have the right to take action by written consent.

                                  ARTICLE III.

         Section 3.1. The business and affairs of the Corporation shall be
 managed by or under the direction of the Board of Directors.



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         Section 3.2. (a) (i) Subject to subsection (b) of this Section 3.2, the
Board of Directors shall consist of seven Directors. The Board of Directors
shall be divided into three groups, designated Group I, Group II and Group III.
Each Group shall consist, as nearly as may be possible, of one-third of the
total number of Directors constituting the entire Board of Directors.

                         (ii) The mailing address of each Director of the
Corporation is c/o JCC Holding Company, 365 Canal Street, Suite 900, New
Orleans, Louisiana 70130.

                         (iii) Until Section 3.2(b) expires under the provisions
of Section 3.2(b)(x), subsections (i) and (iii) of this subsection (a) may not
be altered, amended, changed or repealed without an affirmative vote of not less
than ninety percent (90%) of the issued and outstanding shares of the Common
Stock (including shares owned by HET and its affiliates).

                      (b) (i) Upon the filing of this Amended and Second
Restated Certificate of Incorporation with the Secretary of State of the State
of Delaware, there shall be two (2) authorized Nominated Directors consisting of
one Director nominated by HET and one Director nominated by the Creditor's
Committee, who collectively comprise Group I. The Group I HET Nominated Director
shall be Colin V. Reed and the Group I Non-HET Nominated Director shall be Rudy
J. Cerone.

                           (ii) The total number of authorized Nominated
Directors shall increase by two, for a total of four, with such Directors
comprising Group II, at such time as ((A)) a second HET Nominated Director has
been appointed, ((B)) a second Non-HET Nominated Director has been appointed,
and ((C)) the requisite gaming regulatory agencies have made the determinations
necessary to allow both of such Directors to serve on the Board of Directors.

                           (iii) The total number of authorized Nominated
Directors shall again increase by three, for a total of seven, with such
Directors comprising Group III, only at such time as ((A)) a third HET Nominated
Director has been appointed, ((B)) a third and fourth Non-HET Nominated Director
has been appointed, and ((C)) the requisite gaming regulatory agencies have made
the determinations necessary to allow all three such Directors to serve on the
Board of Directors.

                           (iv) The Nominated Directors in Group I, listed in
subsection (b)(i) of this Section 3.2, shall serve for a term expiring on the
date of the annual meeting of stockholders as established in the Corporation's
bylaws, but not occurring earlier than the first anniversary of the Effective
Date of the Plan of Reorganization (the "First Anniversary Meeting"). At the
First Anniversary Meeting, HET and the majority of the Non-HET Nominated
Directors will each have the right to nominate one director to serve two-year
terms. The Nominated Directors in Group II shall serve for a term expiring on
the date of the annual meeting of stockholders occurring not earlier than the
second anniversary of the Effective Date of the Plan of Reorganization (the
"Second Anniversary Meeting"). At the Second Anniversary Meeting, HET and the
majority of the Non-HET Nominated Directors will each have the right to nominate
one director to serve one-year terms. The Nominated Directors in Group III shall
serve for a term




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expiring on the date of the annual meeting of stockholders occurring not earlier
than the third anniversary of the Effective Date of the Plan of Reorganization.

                           (v) Until such time as the initial term of the Group
III Directors expires, any vacancy or newly created directorship on the Board of
Directors of a HET Nominated Director position, including any Group II or Group
III HET Nominated Director to be appointed pursuant to this subsection (b) of
Section 3.2, may only be filled by a majority of HET Nominated Directors then in
office (or, if only one HET Nominated Director is then in office, by such HET
Nominated Director). Any vacancy or newly created directorship on the Board of
Directors of a Non-HET Nominated Director position, including any Group II or
Group III Director to be appointed pursuant to this subsection (b) of Section
3.2, may only be filled by a majority of Non-HET Nominated Directors then in
office (or, if only one Non-HET Nominated Director is then in office, by such
Non-HET Nominated Director). Any Nominated Director elected to fill a vacancy
shall have the same remaining term as that of his or her predecessor.

                           (vi) At each succeeding annual meeting of
stockholders, successors to the group of Directors whose term expires at that
annual meeting shall be elected for the term set forth in subparagraph (iv)
hereof by the affirmative vote of a plurality of the issued and outstanding
shares of the Common Stock present in person or represented by proxy at the
stockholders meeting and entitled to vote on the election of Directors. Unless
otherwise specified in the Bylaws, elections of Directors need not be by written
ballot.

                           (vii) Each Director, including a Director appointed
to fill a vacancy or Nominated Director nominated in accordance with subsection
(b) of this Section 3.2, shall hold office until such Director's term expires in
accordance with subsection (b) of this Section 3.2 or until his successor shall
be elected or appointed and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.

                           (viii) An HET Nominated Director may only be removed,
with or without cause, by HET. A Non-HET Nominated Director may only be removed,
with or without cause, by the Non-HET Nominated Directors.

                           (ix) This subsection (b) may not be altered, amended,
changed or repealed without an affirmative vote of not less than ninety percent
(90%) of the issued and outstanding shares of the Common Stock (including shares
owned by HET and its affiliates).

                           (x) The provisions of subsection (b) of this Section
3.2 shall expire on the third anniversary of the Effective Date of the Plan of
Reorganization.

                 (c) At all meetings of the Board of Directors, a majority of
the entire Board of Directors shall be required to constitute a quorum for the
transaction of business. The vote of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
on behalf of the Corporation. Notwithstanding the previous sentence, in the
event that the Board of Directors includes any Director who is a Non-HET
Nominated Director and Non-HET Affiliated Director, the HET Nominated Directors
and HET Affiliated Directors shall not be entitled to vote on any "Affiliated
Party Transaction" which shall mean (a)




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any transaction occurring after the Effective Date of the Plan of Reorganization
and not provided for in the Plan of Reorganization or the agreements and
transactions contemplated thereby between HET and its Affiliates (other than the
Corporation and its subsidiaries), on the one hand, and the Corporation and its
subsidiaries, on the other hand, where the value of the consideration exceeds a
threshold to be established by the Non-HET Nominated Directors and Non-HET
Affiliated Directors; (b) any amendment after the Effective Date of the Plan of
Reorganization of (i) the Management Agreement, (ii) the new revolving line of
credit, (iii) the new HET/JCC agreement relating to the Minimum Payment Guaranty
or (iv) any other agreement entered into after the Effective Date of the Plan of
Reorganization between HET and its affiliates (other than the Corporation and
its subsidiaries), on the one hand, and the Corporation and its subsidiaries, on
the other hand, where the anticipated value of the transactions contemplated
thereby exceed a threshold to be established by the Non-HET Nominated Directors
and Non-HET Affiliated Directors; (c) approval of the Annual Plan submitted
pursuant to the provisions of the Management Agreement; and (d) any decision to
terminate the Manager pursuant to the terms and provisions of the Management
Agreement. All votes on Affiliated Party Transactions, in any case where there
are -any Directors who are Non-HET Nominated Directors or Non-HET Affiliated
Directors, shall require a majority vote of such Directors who are Non-HET
Nominated Directors or Non-HET Affiliated Directors. Until Section 3.2(b)
expires under the provisions of Section 3.2(b)(x), this subsection 3.2(c)
(approval of Affiliated Party Transactions) may only be altered, amended,
changed or repealed by an affirmative vote of not less than ninety percent (90%)
of the issued and outstanding shares of the Common Stock (including shares owned
by HET and its affiliates).

                 (d) Subject to subsections (a) and (b) of this Section 3.2, any
 vacancy on the Board of Directors shall be filled only by a majority of the
 Board of Directors then in office, provided that a quorum is present, and any
 other vacancy occurring in the Board of Directors shall only be filled by a
 majority of the Directors then in office, even if less than a quorum, or by a
 sole remaining Director. Any Director elected to fill a vacancy shall have the
 same remaining term as that of his predecessor.

                 (e) Subject to subsections (a) and (b) of this Section 3.2,
 Directors may be removed from the Board of Directors, with or without cause, at
 any regular meeting or at any special meeting of stockholders by the
 affirmative vote of holders of a majority of the shares of Common Stock
 entitled to vote at an election of Directors.

                 (f) Unless otherwise set forth in this Section 3.2, each
Director will be elected for a one-year term.

         Section 3.3. Notwithstanding any other provision of this Amended and
Second Restated Certificate of Incorporation or the Bylaws, to be eligible to
serve on the Board of Directors, every Director shall be a Qualified Person. If
for any reason a Director is no longer a Qualified Person, such Director shall
immediately be no longer eligible to serve on the Board of Directors and the
term of such Director shall automatically terminate and no further remuneration
of any kind shall be paid to such Director.



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         Section 3.4. The Corporation, acting through the Board of Directors,
shall have the power to form or maintain committees of the Board of Directors,
including without limitation, the Audit Committee and the Compensation
Committee, each as set forth in, and established pursuant to, the Bylaws as in
effect upon the Effective Date.

                                   ARTICLE IV.

         Section 4.1. The Bylaws shall not contain any provision inconsistent
with this Amended and Second Restated Certificate of Incorporation. If the
provisions of the Bylaws conflict with this Amended and Second Restated
Certificate of Incorporation, the provisions of this Amended and Second Restated
Certificate of Incorporation shall control and the Bylaws shall be of no force
and effect to the extent of such conflict.

         Section 4.2. Upon the affirmative vote of a majority of the Board of
Directors then in office, the Board of Directors is expressly authorized to
make, adopt, alter, amend, change or repeal the Bylaws; provided, however, if
any section of the Bylaws requires more than the affirmative vote of a majority
of the Board of Directors then in office to make, adopt, alter, amend, change or
repeal such section, then such greater vote shall be required to make, adopt,
alter, amend, change or repeal such section. Until Section 3.2(b) expires under
the provisions of Section 3.2(b)(x), the Provisions of this Section 4.2 may only
be altered, amended, changed or repealed by an affirmative vote of not less than
ninety percent (90%) of the issued and outstanding shares of the Common Stock
(including HET and its affiliates).

                                   ARTICLE V.

         Section 5.1. Special meetings of the stockholders of the Corporation,
for any purpose or purposes, may be called by either the Chairman or the
president of the Corporation with the vote of a majority of the Board of
Directors, including a majority of the Non-HET Nominated Directors and Non-HET
Affiliated Directors. Until Section 3.2(b) expires under the provisions of
Section 3.2(b)(x), the Provisions of this Article V may only be altered,
amended, changed or repealed by an affirmative vote of not less than ninety
percent (90%) of the issued and outstanding shares of the Common Stock
(including HET and its affiliates).

                                   ARTICLE VI.

         Section 6.1. Subject to Section 6.3, the Corporation (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he (a) is or was a
Director or Officer of the Corporation, or (b) is or was serving at the request
of the Corporation as a Director or Officer of another corporation, partnership,
joint venture, trust or other enterprise, and (ii) may, in the discretion of the
Board of Directors (but subject to the determinations required by Section 6.3),
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the


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Corporation) by reason of the fact that he (a) is or was an employee or agent of
the Corporation, or (b) is or was serving at the request of the Corporation as
an employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, that
the Corporation shall not be obligated to indemnify any such person who is a
party to an action, suit or proceeding by reason of the fact that such person is
a plaintiff with respect to such action, suit or proceeding. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
Corporation, or, with respect to any criminal action or proceeding, had
reasonable cause to believe his conduct was unlawful.

         Section 6.2. Subject to Section 6.3, the Corporation (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he (a)
is or was a Director or Officer of the Corporation, or (b) is or was serving at
the request of the Corporation as a Director or Officer of another corporation,
partnership, joint venture, trust or other enterprise, and (ii) may, in the
discretion of the Board of Directors (but subject to the determinations required
by Section 6.3), indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he (a) is or was an employee or agent of the Corporation, or (b) is or
was serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 6.3. Any indemnification under this Article VI (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the Director, Officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 6.1 or Section 6.2 as the
case may be. Such determination shall be made (i) by the majority vote of the
Directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such Directors designated by
majority vote of such Directors, even though less than a quorum, or (iii) if
there are no such Directors, or if such Directors so direct, by outside legal
counsel in a written opinion, or (iv) by the stockholders. To the extent,
however, that a




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present or former Director or Officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding described
in Section 6.1 or Section 6.2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, without the
necessity of authorization in the specific case.

         Section 6.4. For purposes of any determination under Section 6.3, a
person shall be deemed to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Corporation, and,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his action is based on the records
or books of account of the Corporation or another enterprise, or on information
supplied to him by the Officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section 6.4 shall mean any other corporation or any partnership, joint venture,
limited liability company, trust or other enterprise of which such person is or
was serving at the request of the Corporation as a Director, Officer, employee
or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Section 6.1 or 6.2, as the
case may be.

         Section 6.5. Notwithstanding any contrary determination in the specific
case under Section 6.3, and notwithstanding the absence of any determination
thereunder, any Director or Officer may apply to any court of competent
jurisdiction, in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 6.1 and 6.2. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the Director or Officer is proper in the circumstances
because he has met the applicable standards of conduct set forth in Sections 6.1
or 6.2, as the case may be. Notice of any application for indemnification
pursuant to this Section 6.5 shall be given to the Corporation promptly upon the
filing of such application.

         Section 6.6 (a) The right to indemnification under this Article VI
shall be a contract right and shall include the right to have the Corporation
pay the expenses incurred in defending or investigating a threatened or pending
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding within 20 calendar days after receipt by the Corporation of a
statement or statements from the claimant requesting such advances from time to
time; provided, however, that, if and to the extent that the DGCL requires, the
payment of such expenses incurred by a Director, Officer, employee or agent in
such person's capacity as a Director or Officer in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such Director, Officer, employee or agent,
to repay all amounts so advanced if it shall ultimately be determined that such
Director or Officer is not entitled to be indemnified under this Section 6.6 or
otherwise.


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                 (b) If a claim under paragraph (a) of this Section is not paid
in full by the Corporation within 30 calendar days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standard of conduct which makes it permissible under
the DGCL for the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because the claimant has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

         Section 6.7. The indemnification and advancement of expenses provided
by this Article VI shall not be deemed exclusive of any other rights to which
any person seeking indemnification or advancement of expenses may be entitled
under any Bylaw, agreement, contract, vote of stockholders or disinterested
Directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, it being the
policy of the Corporation that indemnification of the persons indemnified in
accordance with Sections 6.1 and 6.2 shall be made to the fullest extent
permitted by law. The provisions of this Article VI shall not be deemed to
preclude the indemnification of, and advancement of expenses to, any person who
is not specified in Sections 6.1 or 6.2 but whom the Corporation has the power
or obligation to indemnify under the provisions of the DGCL, or otherwise. The
indemnification provided by this Article VI shall continue as to a person who
has ceased to be a Director, Officer, employee or agent of the Corporation and
shall inure to the benefit of the heirs, executors and administrators of such
person.

         Section 6.8. The Corporation shall purchase and maintain insurance on
behalf of every person who is or was a Director or an Officer or any person who
at any time is or was an Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director, Officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power or the obligation to indemnify him against such
liability under the provisions of this Article VI.

         Section 6.9. For purposes of this Article VI, reference to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its Directors,



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Officers, employees or agents, so that any person who is or was, a Director,
Officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a Director, Officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

         Section 6.10. No Director of this Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the Director derived an improper personal benefit. If
the DGCL is hereafter amended to authorize corporate action further limiting or
eliminating the personal liability of Directors, then the liability of each
Director of the Corporation shall be limited or eliminated to the fullest extent
permitted by the DGCL as so amended from time to time.

                                  ARTICLE VII.

         Section 7.1. Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of this Corporation
or of any creditor or stockholder thereof or on the application of any receiver
or receivers appointed for this Corporation under the provisions of Section 291
of the DGCL or on the application of trustees in dissolution or of any receiver
or receivers appointed for this Corporation under the provisions of Section 279
of the DGCL, order a meeting of the creditors or class of creditors, and/or of
the stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors and/or on
all the stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                  ARTICLE VIII.

         Section 8.1. Except for the ninety percent (90%) votes specifically
prescribed in Sections 3.2, 4.2 and 5.1 of this Amended and Second Restated
Certificate of Incorporation, the Corporation reserves the right to amend,
alter, change or repeal any provisions contained in this Amended and Second
Restated Certificate of Incorporation, by a majority of the stockholders of the
outstanding shares of Common Stock, and all rights conferred upon stockholders
herein are granted subject to this reservation. Notwithstanding the foregoing or
any other provision of this Amended and Second Restated Certificate of
Incorporation or any provision of law that might otherwise permit a lesser or no
vote, this Amended and Second Restated Certificate of


                                      -11-
<PAGE>   12
Incorporation may not be altered, amended, changed or repealed in any respect,
and no provision imposing cumulative voting in the election of Directors may be
added to this Amended and Second Restated Certificate of Incorporation, unless
such action is approved by the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock.

                           Section 8.2. In case any one or more of the
provisions of this Amended and Second Restated Certificate of Incorporation or
the Bylaws shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality, and enforceability of any such provisions 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.

                                   ARTICLE IX.

                  As used in this Amended and Second Restated Certificate of
 Incorporation, the following terms shall have the meanings indicated below:

                  "Affiliate" means (i) any person directly or indirectly
 controlling or controlled by or under direct or indirect common control with
 the any other 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 Interests of a person
 (on a fully diluted basis). Notwithstanding the foregoing, no holders of Equity
 Interests of the Corporation received pursuant to the Plan of Reorganization
 (other than HET and its Subsidiaries and Affiliates) shall constitute an
 Affiliate of JCC or the Corporation or any of their Subsidiaries, in each case
 unless the respective holder acquires control of the Corporation or JCC as a
 result of its beneficial ownership of 30% or more of the voting Equity
 Interests of the Corporation or JCC, as the case may be.

                  "Bankruptcy Court" shall mean the United States Bankruptcy
Court for the Eastern District of Louisiana.

                  "Creditors' Committee" shall mean Bankers Trust Company and
the Noteholders Committee as appointed by the United States Trustee on January
10, 2001.

                  "Disqualified Holder" shall mean any holder of shares of stock
of the Corporation of any class (or classes) or series who, either individually
or when taken together with any other holders of shares of stock of the
Corporation of any class (or classes) or series, in the judgment of the Board of
Directors, is determined by any gaming regulatory agency to be unsuitable, or
has an application for a license or permit rejected, or has a previously issued
license or permit rescinded, suspended, revoked or not renewed, as the case may
be, whether or not any of the foregoing is final and nonappealable, or whose
holding of such stock, either individually or when




                                      -12-
<PAGE>   13

taken together with the holding of shares of stock of the Corporation of any
class (or classes) or series by any other holders, may result, in the judgment
of the Board of Directors, in any regulatory sanctions against, or the loss of
or the failure to secure the reinstatement of any license, franchise or
entitlement from any governmental agency held by, the Corporation, any Affiliate
of the Corporation or any entity in which the Corporation or such Affiliate is
an owner which license, franchise or entitlement is (i) conditioned upon some or
all of the holders of the Corporation's Common Stock possessing prescribed
qualifications or (ii) needed to allow the conduct of any portion of the
business of the Corporation or any such Affiliate or entity.

                 "Effective Date" shall mean the date upon which the Plan of
Reorganization is consummated.

                  "Equity Interests" of any Person shall mean all equity
interest therein, including without limitation, any and all shares, interests,
rights to purchase, warrants, option, participations or other equivalents of or
interest 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.

                  "Fair Market Value" of a share of the Corporation's stock of
any class or series shall mean the average closing price for such share for each
of the 45 most recent days of which shares of stock of such class or series
shall have been traded preceding the day on which notice of redemption shall be
given pursuant to Section 2.4; provided, however, that if shares of stock of
such class or series are not traded on any securities exchange or in the
over-the-counter market, "Fair Market Value" shall be determined by the Board of
Directors in good faith; and provided further, however, that "Fair Market Value"
as to any stockholder (excluding any stockholder who received shares pursuant to
the Plan of Reorganization) who purchased any stock of the class (or classes) or
series subject to redemption within 120 days of a Redemption Date need not
(unless otherwise determined by the Board of Directors) exceed the purchase
price paid by him for any stock of such class (or classes) or series of the
Corporation.

                  "HET" shall mean Harrah's Entertainment, Inc., and its
controlled affiliates, including Harrah's Operating Company, Inc. and Harrah's
New Orleans Management Company.

                 "HET Nominated Directors" shall mean those Nominated Directors
and any successor Directors nominated by HET under Section 3.2 of this Amended
and Second Restated Certificate of Incorporation.

                 "HET Affiliated Directors" shall mean any Director of the Board
of Directors of the Corporation who is elected per Section 3.2 of this Amended
and Second Restated Certificate of Incorporation and who, currently or within
the twelve (12) months preceding the nomination, (i) is employed by or continued
to receive employment compensation from (ii) serves or served as an Officer or
Director of, or (iii) receives or has received some form of material
compensation or remuneration, individually or through a business organization,
for services provided to, HET or any Affiliate of HET.



                                      -13-
<PAGE>   14

                  "JCC" shall mean Jazz Casino Company, L.L.C., a Louisiana
limited liability company and wholly owned Subsidiary of the Corporation.

                  "Management Agreement" shall mean the Third Amended and
Restated Management Agreement to be entered into pursuant to the Plan of
Reorganization between JCC and Harrah's New Orleans Management Company, a Nevada
corporation, relating to the management of the Casino, as it may be amended or
supplemented from time to time.

                 "Manager" shall mean Harrah's New Orleans Management Company or
other HET Affiliate designated in the Third Amended and Restated Management
Agreement.

                 "Nominated Directors" shall mean those Directors identified in
Section 3.2, subsection (b) of this Amended and Second Restated Certificate of
Incorporation.

                 "Non-HET Nominated Directors" shall mean all Nominated
Directors who were nominated by the Creditors' Committee, Non-HET Nominated
Directors or Non-HET Affiliated Directors under Section 3.2 of this Amended and
Second Restated Certificate of Incorporation.

                 "Non-HET Affiliated Directors" shall mean all Directors, except
for HET Nominated Directors, HET Affiliated Directors or Non-HET Nominated
Directors.

                 "Person" shall mean both natural persons and legal entities,
unless otherwise specified.

                 "Plan of Reorganization" shall mean the plan of reorganization
entered into February 8, 2001, under Chapter 11 of the United States Bankruptcy
Code (Title 11, U.S. Code) for 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), as it may be altered, amended, or modified from time to time as filed
in the Bankruptcy Court.

                 "Qualified Person" shall mean (i) any natural person found
suitable by the Louisiana Gaming Control Board (or any other gaming regulatory
agency with proper jurisdiction) to serve as a Director of the Corporation, or,
if such a finding is not required, any natural person that otherwise meets all
the requirements of the Louisiana Gaming Control Board (or any other gaming
regulatory agency with proper jurisdiction), (ii) so long as such person is not
currently or and has not within the twelve (12) months preceding the nomination,
(a) employed by or continued to receive employment compensation from, (b)
serving or served as an Officer or Director of, or (c) receiving or has received
some form of material compensation or remuneration, individually or through a
business organization, for services provided to Manager, a competitor of Manager
(or any successor Manager) or any Affiliate of Manager (or any successor
Manager).

                 "Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation pursuant
to Section 2.4 of this Amended and Second Restated Certificate of Incorporation.


                                      -14-
<PAGE>   15

                 "Redemption Securities" shall mean any debt or equity
securities of the Corporation, any Subsidiary or any other corporation, or any
combination thereof, having such terms and conditions as shall be approved by
the Board of Directors and which, together with any cash to be paid as part of
the redemption price, in the opinion of any nationally recognized investment
banking firm selected by the Board of Directors (which may be a firm which
provides other investment banking, brokerage or other services to the
Corporation), has a value, at the time notice of redemption is given pursuant to
Section 2.4, at least equal to the Fair Market Value of the shares to be
redeemed pursuant to Section 2.4 (assuming, in the case of Redemption Securities
to be publicly traded, such Redemption Securities were fully distributed and
subject only to normal trading activity), or such other redemption price as
required by any applicable law, regulation, rule or resolution or order of a
gaming regulatory agency.

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

                 IN WITNESS WHEREOF, the undersigned has executed this Amended
and Second Restated Certificate of Incorporation this ______ day of March 2001.


                                              By:
                                                --------------------------------
                                                Name:   Camille Fowler
                                                Office: Vice President-Finance





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