BY CERTIFIED OR REGISTERED MAIL, POSTAGE PRE-PAID, OR BY OVERNIGHT COURIER, OR
BY TELEGRAPH, TELEX OR FACSIMILE TRANSMISSION AND SHALL BE DEEMED RECEIVED, IN
THE CASE OF PERSONAL DELIVERY, WHEN DELIVERED, IN THE CASE OF MAILING, ON THE
THIRD BUSINESS DAY AFTER MAILING, IN THE CASE OF OVERNIGHT COURIER, ON THE
BUSINESS DAY FOLLOWING TIMELY DELIVERY TO SUCH COURIER, IN THE CASE OF
TELEGRAPH, ON THE DAY AFTER DELIVERY TO THE TELEGRAPH OFFICE AND, IN THE CASE OF
TELEX OR FACSIMILE TRANSMISSION, UPON TRANSMITTAL; PROVIDED THAT IN THE CASE OF
NOTICES TO THE ADMINISTRATIVE AGENT PURSUANT TO ARTICLES 2 AND 3, THE
ADMINISTRATIVE AGENT SHALL BE CHARGED WITH KNOWLEDGE OF THE CONTENTS THEREOF
ONLY WHEN SUCH NOTICE IS ACTUALLY RECEIVED BY THE ADMINISTRATIVE AGENT.
A
TELEPHONIC NOTICE TO THE ADMINISTRATIVE AGENT AS UNDERSTOOD BY THE
ADMINISTRATIVE AGENT WILL BE DEEMED TO BE THE CONTROLLING AND PROPER NOTICE IN
THE EVENT OF A DISCREPANCY WITH OR FAILURE TO RECEIVE A CONFIRMING WRITTEN
NOTICE.
97
(B)
ADDRESSES FOR NOTICES.
NOTICES TO ANY PARTY SHALL BE SENT TO IT
AT THE FOLLOWING ADDRESSES, OR ANY OTHER ADDRESS OF WHICH ALL THE OTHER PARTIES
ARE NOTIFIED IN WRITING.
If to the Borrower:
Syratech Corporation
175 McClellan Highway
East Boston, Massachusetts 02128
Attention:
Gregory W. Hunt
Facsimile No.:
(617) 568-8178
With copies to:
Faye A. Florence, Esq.
Secretary and General Counsel
Syratech Corporation
175 McClellan Highway
East Boston, Massachusetts 02128
Facsimile No.:
(617) 568-8178
If to the Administrative Agent:
Bank of America, N.A.
600 Peachtree Street, N.E.
5th Floor
Atlanta, Georgia 30308
Attention:
Andrew A. Doherty
Facsimile No.:
(404) 607-6439
With a copy to:
Hunton & Williams LLP
600 Peachtree Street, N.E.
Suite 4100
Atlanta, Georgia 30308
Attention:
John B. Miller, Jr., Esq.
Facsimile No.:
(404) 888-4190
If to any Lender:
At such Lender's address appearing on the signature pages hereof or on the
signature pages to any agreement pursuant to which any Person becomes a Lender.
(C)
AGENT'S OFFICE.
THE ADMINISTRATIVE AGENT HEREBY DESIGNATES ITS
OFFICE LOCATED AT 600 PEACHTREE STREET, 13TH FLOOR, ATLANTA, GEORGIA 30308, OR
ANY SUBSEQUENT OFFICE WHICH SHALL HAVE BEEN SPECIFIED FOR SUCH PURPOSE BY
WRITTEN NOTICE TO THE BORROWERS AND THE LENDERS, AS THE OFFICE TO WHICH PAYMENTS
DUE ARE TO BE MADE AND AT WHICH LOANS WILL BE DISBURSED.
SECTION 15.2
EXPENSES.
THE BORROWER AGREES, TO PAY OR REIMBURSE ON
DEMAND ALL COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT (AND, AS TO
SUBSECTIONS (A), (B), (G) AND (H), THE ADMINISTRATIVE AGENT AND THE LENDERS),
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL,
IN CONNECTION WITH:
98
(A)
THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
ENFORCEMENT AND TERMINATION OF THIS AGREEMENT AND EACH OF THE OTHER LOAN
DOCUMENTS, WHENEVER THE SAME SHALL BE EXECUTED AND DELIVERED, INCLUDING, WITHOUT
LIMITATION:
(I)
THE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THE ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS;
(II)
THE COSTS AND EXPENSES OF FIELD EXAMS INCLUDING TRAVEL EXPENSES
AND PER DIEM