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                                                                     Exhibit 4.1

                                February 29, 2000

Frederick W. Burford
JCC Holding Company
512 South Peters
New Orleans, Louisiana 70130

                  Re:      Minimum Payment Guaranty

Dear Fred:

                  In connection with the matters described in your letter of
February 21 and 22, 2000, HET and HOCI are willing to make Daily Payments under
the Minimum Payment Guaranty Documents to the State up to a total amount of $40
million on the terms and conditions set forth in this letter as agreed to by JCC
Holding Company and Jazz Casino Company, LLC (collectively, "JCC") below.

                  HET and HOCI are willing to make Daily Payments up to a total
of $40 million without demanding repayment (or giving any notice in respect of
payment, nonpayment or collection) thereof prior to March 31, 2001; provided
that should HET and HOCI be required to make or make Daily Payments to the State
in an amount that exceeds $40 million, then HET and HOCI reserve all of their
rights under the existing contractual agreements to demand prompt reimbursement
for all Daily Payments in excess of $40 million prior to March 31, 2001.

                  In addition, HET and HOCI agree to defer until March 31, 2001
any interest payments owed on any Daily Payments made by the HET and HOCI up to
a total of $40 million in Daily Payments. However, should HET or HOCI be
required to make or make Daily Payments in excess of $40 million, then HET and
HOCI reserve all of their rights under the existing contractual agreements to
demand prompt repayment from JCC for all interest due on the Daily Payments in
excess of $40 million made by HET or HOCI in addition


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to the principal amounts in excess of $40 million as mentioned above.

                  Interest on the demand loan arising upon payment of Daily
Payments by HET or HOCI up to $40,000,000 shall bear interest at the non-default
interest rate referenced in Section 3 of the HET/JCC Agreement. Interest on any
demand loans arising upon any payment of Daily Payments by HET or HOCI in excess
of $40,000,000 shall bear interest at the rate referenced in Section 3 of the
HET/JCC Agreement, including at a default rate if any such demand loan is not
timely paid.

                  In connection with the foregoing, the undersigned hereby
agree, represent and warrant that:

                  1.   They have obtained all necessary waivers, consents, and
                       approvals required to consummate the arrangements
                       described in this letter.

                  2.   The entering into such arrangement will not create any
                       default or event of default under any material agreements
                       of HET and HOCI.

                  3.   There are no other agreements or understandings by HET,
                       HOCI or their affiliates with respect to the subject
                       matter of this letter other than as set forth herein or
                       as contained in the existing documentation relating to
                       the New Orleans casino project.

                  4.   HET and HOCI expressly reserve all of their rights under
                       the existing documentation with respect to the New
                       Orleans Casino project and nothing herein shall be
                       construed to modify or impair any of the rights or
                       obligations of any party thereto except as specifically
                       set forth in this letter.

                  Please feel free to call me to discuss any of the foregoing.


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                                        Very truly yours,



                                        HARRAH'S ENTERTAINMENT, INC.


                                        By:  /s/ Charles L. Atwood
                                             -----------------------------------
                                             Name:    Charles L. Atwood
                                             Title:   Vice President & Treasurer


                                        HARRAH'S OPERATING COMPANY, INC.


                                        By:  /s/ Charles L. Atwood
                                             -----------------------------------
                                             Name:    Charles L. Atwood
                                             Title:   Vice President & Treasurer