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Exhibit 3
August 11, 1995
XXXXXX & XXXXXXX, INC.
One Liberty Plaza, 31st Floor
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representative of the
Several Underwriters
Ladies and Gentlemen:
In order to induce Xxxxxx & Xxxxxxx, Inc., as representative (the
"Representative") of the several underwriters, to enter into an
underwriting agreement with respect to the public offering (the "Offering")
of shares (the "Shares") of the common stock, par value $.01 per share (the
"Common Stock"), of Comdial Corporation, a Delaware corporation (the
"Company"), the undersigned agrees for the benefit of the Company and the
Representative that, for a period of 180 days from the effective date of
the Offering, the undersigned will not, without the prior written consent
of the Representative, offer, pledge, sell, transfer, assign, contract to
sell, grant any option for the sale of, or otherwise dispose of, directly
or indirectly, either pursuant to Rule 144 of the regulations under the
Securities Act of 1933, as amended, or otherwise, any shares of the Common
Stock of the Company, or any security or other instrument which by its
terms is convertible into, exercisable for, or exchangeable for shares of
the Common Stock beneficially owned by the undersigned.
In order to enable you to enforce the aforesaid covenants, the
undersigned hereby consents to the placing of legends upon, and
stop-transfer orders with the transfer agent of the Company's securities
with respect to, any shares of Common Stock registered in the undersigned's
name or beneficially owned by the undersigned.
The Company agrees to instruct the transfer agent to place such
legends and stop-transfer orders and not to authorize the transfer agent to
transfer any shares without the consent of the Representative as set forth
herein.
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Xxxxxx & Xxxxxxx, Inc.
August 11, 1995
The undersigned understands that the Company and the Representative
will rely upon this letter if they proceed with the Offering.
The provisions of this agreement shall be binding upon the undersigned
and the successors, assigns, heirs, and personal representatives of the
undersigned.
Very truly yours,
PACIFICORP CREDIT, INC.
XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: President
Accepted and Agreed:
COMDIAL CORPORATION
By: XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Comdial Corporation
