**Exhibit 10.23**

 

**FIRST AMENDMENT TO EMPLOYMENT AGREEMENT**

 

THISFIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “**FirstAmendment**”) is madeand entered into this 30th day of September, 2004, to be effective as of the30th day of June, 2004, between HCS I, Inc., a Louisiana corporation (the “**Company**”), and JOHN C. HULL (the “**Executive**”) withreference to the foregoing.

 

**RECITALS**

 

A.            The Company and the Executive entered intothat certain Employment Agreement dated January 30, 2004, but effective as ofMarch 1, 2003 (the “**ExistingEmployment Agreement**”);and

 

B.            The Company and the Executive now desire toamend the Existing Employment Agreement as provided below.

 

**AGREEMENTS**

 

**NOW,THEREFORE**, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

 

1.             Section 2 of the Existing EmploymentAgreement is hereby amended in its entirety to read as follows:

 

“Section2.  TERM OF AGREEMENT.  Subject to Section 5, the term (the “**Term**”) of this Agreement shall commence onthe Effective Date and shall continue through the earlier of (i) December 31,2004 or (ii) the “effective date” of a plan of reorganization of HollywoodCasino Shreveport (“**HCS**”) whichhas been confirmed by the bankruptcy court having jurisdiction thereof andprovides, among other things, for the sale or other disposition of theownership of HCS in a transaction that extinguishes or restructures HCS’sindebtedness to its bondholders (the “**HCSPlan of Reorganization Effective Date**”).  The Company may extend the Term of thisAgreement for up to an additional six months with thirty (30) days priorwritten notice to the Executive of its desire to extend the Term.”

 

2.             Section 3(b) of the Existing EmploymentAgreement is hereby amended in its entirety to read as follows:

 

“(b)  ANNUAL BONUS.  In addition to the Base Salary, the Companyshall pay to the Executive an annual bonus of $80,000 (the “**Annual Bonus**”), payable as soon asreasonably practicable after the first to occur of (i) the close of thecalendar year or (ii) the expiration or earlier termination of thisAgreement.  The Annual Bonus shall beprorated for the actual time the Executive is employed by the Company underthis Agreement.”

 

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3.             A new Section 3(g) shall be added to theExisting Employment Agreement and shall read as follows:

 

“(g)  SPECIAL PERFORMANCE BONUS.  In addition to the Base Salary and the AnnualBonus, the Executive shall also be entitled to receive a special performancebonus (the “**Special Performance Bonus**”and, together with the Annual Bonus, the “**Bonus**”)which shall be (i) equal to the sum of $100,000 and (ii) due and payable on theHCS Plan of Reorganization Effective Date.”

 

4.             This First Amendment may be executed inmultiple counterparts, each of which shall be deemed an original but all ofwhich together shall constitute one and the same instrument.

 

5.             If any provision of this First Amendment orthe application hereof to any person or circumstances shall to any extent beheld void, unenforceable or invalid, then the remainder of this First Amendmentand the Existing Employment Agreement or the application of such provision topersons or circumstances other than those as to which it is held void,unenforceable or invalid shall not be affected thereby, and each provision ofthis First Amendment and the Existing Employment Agreement shall be valid andenforced to the fullest extent permitted by law.

 

6.             Except as amended hereby, the ExistingEmployment Agreement shall continue in full force and effect without anyfurther action by the parties thereto. On or after the effective date of this First Amendment, references tothe “Agreement” in the Existing Employment Agreement, as amended hereby, shallbe deemed to mean, for purposes of determining the rights, remedies,obligations and liabilities of the parties thereto and all other purposes, theExisting Employment Agreement, as amended by this First Amendment.

 

INWITNESS WHEREOF, theparties to this First Amendment have executed such First Amendment effective asof the effective date set forth above.

 

 
|   | /s/ John C. Hull                      |
|--------|---------------------------------------|
|   | JOHN  C. HULL                         |
|   |                                  |
|   | HCS  I, INC., a Louisiana corporation |
|   |                                  |
|   | By:                                   | /s/ Tonya Tarrant |
|   |                                  | Name: | Tonya Tarrant |
|   |                                  | Title: | Vice President and Chief  Financial Officer |

 

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