EXHIBIT 10.1 October 2, 2000 BY FACSIMILE - (804) 978-2512 Mr. Paul K. Suijk Senior Vice President/CFO Comdial Corporation 1180 Seminole Trail Charlottesville, Virginia 22901-2829 Re: Conditional Waiver ------------------ Dear Paul: As you know, Bank...Conditional Waiver • October 6th, 2000 • Comdial Corp • Telephone & telegraph apparatus
As you know, Bank of America, N.A. (the "Bank") and Comdial Corporation ("Comdial") are parties to the Credit Agreement dated October 22, 1998 between Comdial and the Bank (the "Credit Agreement"). As you also know, the Bank has issued three letters to Comdial concerning a default under the Credit Agreement, namely a letter dated July 26, 2000, a letter dated August 28, 2000, and a letter dated September 15, 2000 (such letters, collectively, the "Letters"). Each of the Letters stated that Comdial is in default under the Credit Agreement because Comdial's Funded Debt to EBITDA Ratio (as defined in Section 8.2 of the Credit Agreement) exceeded 3.0 to 1 as of June 30, 2000. In addition, Comdial anticipates that its financial statements for its third fiscal quarter will show that it is in default under Section 8.3 of the Credit Agreement because its EBITDA to Interest Expense Ratio (as defined in Section 8.3 of the Credit Agreement) for such fiscal quarter will be less than 3.0 to 1 (such
