Table of
Contents
Exhibit 10.4
,
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 the undersigned as a stockholder of the
company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Underwriter as follows:
The undersigned represents and
warrants that (i) the biographical 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), does not omit any material information with respect to
the undersigned's background during the previous five years 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) t
