Expense Reimbursement / Sharing Agreement
Category: Business
EXPENSE REIMBURSEMENT/SHARING AGREEMENT
THIS EXPENSE REIMBURSEMENT/SHARING AGREEMENT (“Agreement”) is executed as of this 6th day of November, 2007, by and between The Majestic Star Casino, LLC, an Indiana limited liability company (“Majestic Star”), and PITG Gaming, LLC, a Delaware limited liability company (“PITG Gaming”).
W I T N E S S E T H:
WHEREAS, Majestic Star employs certain executives and other employees, and desires to provide Employee/Project Expenses (as defined below) on the terms and conditions set forth herein;
WHEREAS, Majestic Star has incurred certain Employee/Project Expenses prior to the execution date of this Agreement and Majestic Star seeks reimbursement for those Employee/Project Expenses (“Past Employee/Project Expenses”);
WHEREAS, Majestic Star is entering into a promissory note contemporaneously with this Agreement to evidence the obligations of PITG Gaming hereunder (the “Note”); and
WHEREAS, Majestic Star and PITG Gaming desire to memorialize their agreement with respect to the payment and reimbursement of Employee/Project Expenses;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties do hereby agree as follows:
1. Majestic Star agrees to pay (i) all costs and expenses of executives and certain other employees agreed to by the parties, including, but not limited to, salaries, bonuses, benefit payments, insurance, and such other employee-related costs and expenses listed on Exhibit A (collectively, “Employee Expenses”), and (ii) other costs and expenses (including costs and expenses of professionals, travel and entertainment, and supplies) related to the proposed slot facility in Pittsburgh, Pennsylvania (collectively, “Project Expenses,” and with the Employee Expenses, the “Employee/Project Expenses”). All Employee Expenses shall be itemized on Exhibit A and shall set forth the actual or estimated costs of each item. The parties may amend Exhibit A in accordance with the following procedures on a monthly basis. Majestic Star shall send to PITG Gaming the proposed amendment, which shall also set forth a proposed effective date. PITG Gaming shall have three (3) days to object to such proposed amendment, and in the event that there is no objection, the proposed amendment shall be effective on the effective date set forth therein. In the event that PITG Gaming shall object, the parties shall negotiate in good faith to reach an agreement with respect to such amendment. In the event that no agreement is reached, (i) the parties may continue this Agreement without the proposed amendment or (ii) either party may terminate this Agreement upon fifteen (15) days prior written notice.
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2. PITG Gaming agrees to reimburse Majestic Star for all Employee Expenses (the “Employee Reimbursement Payment”), and 100% of the Project Expenses and Past Employee/Project Expenses (collectively, the Employee Reimbursement Payment, Project Expenses and Past Employee/Project Expenses are the “Reimbursement Payment”). Majestic Star shall, by the 10th of each month, issue to PITG an invoice evidencing all Employee/Project Expenses incurred during the prior month. Past Employee/Project Expenses will be invoiced upon execution of this Agreement. Such Reimbursement Payment shall be paid to Majestic Star on or prior to the first day of each month following receipt of the invoice. In the event such Reimbursement Payment is not paid to Majestic Star by such date, interest thereon shall accrue and be payable as specified in the Note. The parties may modify the Employee Reimbursement Payment from time to time in accordance with the following procedures: (i) a party may request modification to the Employee Reimbursement Payment upon at least three (3) days prior written notice to the other party; (ii) during such three-day period, (A) the other party may agree to such modification (whereby the modification shall become effective as of the date set forth in the notice) or (B) the other party may refuse to agree to such modification (whereby the modification shall not be effective and the parties shall negotiate in good faith as to a different modification, which shall become effective if and when an agreement is reached); and (iii) in the event there is no response from the other party within the three day period described above, the proposed modification shall become effective as of the date set forth in the notice.
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