Table of
Contents
Exhibit 10.3
,
2006
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Re: Bank Street Telecom Funding
Corp. Initial Public Offering
Ladies and
Gentlemen:
This letter is being delivered to
you in accordance with the Underwriting Agreement (the
"Underwriting Agreement") between Bank Street Telecom Funding
Corp., a Delaware corporation (the "Company"), and Citigroup Global
Markets Inc. (the "Underwriter") relating to an underwritten
initial public offering (the "IPO") of the Company's units (the
"Units"), each comprised of one share of the Company's common
stock, par value $0.0001 per share (the "Common Stock"), and one
warrant, each of which is exercisable for one share of Common Stock
(each, a "Warrant").
In order to induce the Company and
the Underwriter to enter into the Underwriting Agreement and to
proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon BSTFC Management LLC as a stockholder of the
company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, BSTFC Management
LLC hereby agrees with the Underwriter as
follows:
BSTFC Management LLC represents and
warrants that (i) the information furnished to the Company and the
Underwriter and attached hereto as Exhibit A is true and accurate
in all respects (other than de minimis errors or omissions) and
contains all of the information required to be disclosed pursuant
to Item 401 of Regulation S-K, promulgated under the Securities Act
of 1933, as amended, and (ii) the questionnaires furnished by BSTFC
Management LLC to the Company and the Und
