April 10, 2001

BY FACSIMILE - (941) 925-7989
-----------------------------

Mr. Paul K. Suijk
Senior Vice President/CFO
Comdial Corporation
1180 Seminole Trail
Charlottesville, Virginia  22901-2829

Dear Paul:

Bank of America has approved the following:

1.   The sale of certain assets to King Technologies, Inc. for $1.4MM cash.

2.   Authority  for Comdial to keep the proceeds of the King  Technologies  sale
     for working capital purposes.

3.   Eliminate  the  scheduled  step-down  in the line of credit from $16.5MM to
     $15MM scheduled to occur on 3/31/01.

4.   Permit Comdial  over-advance  authority on its line of credit of up to $3MM
     through 9/30/01,  then reducing to $2.5MM through 10/31/01,  reducing again
     to $500M through 11/30/01, and finally reducing to zero by 12/31/01.

5.   Change the $2.5MM scheduled  quarterly  principal  reduction due 9/30/01 to
     the amount necessary to pay down the term loan to a balance of $5MM.

6.   Waive the expected  violation of the Funded Debt to Total  Capital Ratio as
     of  12/31/00.   Beginning  with  the  quarter  ended  3/31/01,  modify  the
     calculation of this ratio to add back the deferred tax asset reserve amount
     for purposes of calculating total capital.

7.   Waive the expected violation of the Minimum EBITDA covenant for Q1 2001 and
     modify the existing covenant as follows:

                                                     Minimum EBITDA to
          For the period      Minimum EBITDA   And    Budgeted EBITDA
          --------------      --------------          ---------------
          4/1/01 - 6/30/01         $1.9MM                   75%
          4/1/01 - 9/30/01           $6MM                   75%
          4/1/01 - 12/31/01        $9.7MM                   75%


Mr. Paul K. Suijk
April 10, 2001
Page 2

As consideration for approval of these requests:

1.   The loan agreement will be further  modified to limit capital  expenditures
     to no more than $300M/quarter and $1.2MM for the full year of 2001.

2.   Comdial  will  provide  access  and  cooperation  to  a   bank-commissioned
     consultant  engaged for the purpose of  assessing  the  company's  business
     model,  management,  systems  and  records.  The cost of this  consultant's
     services will be paid for by Comdial. Comdial's obligation to pay for these
     services will be capped at $75M.

3.   The  pricing  of the term loan and  revolver  will be  increased  effective
     3/31/01  from LIBOR + 3% to Prime + 3%. The default rate will be changed to
     Prime + 6%.

4.   The  maturity  of the  line of  credit  will be  changed  to  3/31/02  from
     12/31/01, so as to mature concurrently with the term loan. The $5MM balance
     on the term loan will be due as follows:

                  $2.5MM due on 12/20/01
                  $2.5MM due on 3/31/02

5.   Comdial  will pay a $50M  restructuring  fee to the  bank.  The fee will be
     earned at the time of the closing of the  restructure,  but will be due and
     payable on  12/20/01.  If Comdial has not paid off its  obligations  to the
     bank  in full  by  12/31/01,  an  additional  fee of 1% of the  outstanding
     obligations as of 12/31/01 will be due at that time.

6.   All other terms and conditions of the 11/00 restructure will remain intact.

Sincerely,



Robert E. Clinage, II
Vice President

cc:      Nick Branica (Via Telecopy)