EXHIBIT C
PLEDGE AGREEMENT, dated as of October 23, 1996, between SH
SECURITIES CO., LLC, a New York limited liability company, as Pledgor, and AMPEX
CORPORATION, a Delaware corporation, as Pledgee.
The Pledgor is entering into this Pledge Agreement in order to
secure repayment of Pledgor's Promissory Note dated the date hereof (the "Note")
to the Pledgee in a principal amount of $2,200,000, representing indebtedness
incurred by Pledgor in connection with its purchase of 400,000 shares of the
Class A Common Stock, par value $0.01 per share ("Common Stock") of the Pledgee,
pursuant to a Stock Purchase Agreement, dated of even date herewith (the
"Purchase Agreement"), between Xxxxxx X. Xxxxxxx (the "Executive"), and the
Pledgee. The Executive has designated the Pledgor to acquire such shares
pursuant to the Purchase Agreement.
1. Pledge. As collateral security for the due and punctual
payment of the Note, the Pledgor hereby pledges to the Pledgee 400,000 shares of
Common Stock more fully identified in Schedule A hereto (the "Pledged Stock"),
together with the proceeds thereof and, except as set forth in paragraph 2
below, all cash, securities or other property distributed in respect of or in
exchange for the Pledged Stock (collectively, the "Collateral"). Upon delivery
to the Pledgee, the Pledged Stock shall be accompanied by executed stock powers
in blank or other instruments of transfer satisfactory to Pledgee. Upon the
occurrence of an Event of Default, the Pledgee shall have the right to have the
Pledged Stock registered in the name of the Pledgee.
2. Voting Rights; Dividends. Unless and until an Event of
Default under the Note shall have occurred and be continuing, the Pledgor shall
have all voting and consensual rights with respect to the Pledged Stock for any
purpose not inconsistent with the terms of this Pledge Agreement; and the
Pledgor shall be entitled to receive any cash dividends on the Pledged Stock,
but any stock dividends and other distributions of securities or property on or
in exchange for the Pledged Stock shall become part of the Collateral hereunder.
Upon the occurrence and during the continuance of an Event of Default under the
Notes, all such rights shall vest solely in the Pledgee.
3. Remedies upon Default. If an Event of Default under the
Note shall have occurred and be continuing, the Pledgee may exercise all rights
of a secured creditor under the Uniform Commercial Code, including without
limitation the right to sell, at public or private sale, the Collateral. The
Pledgee shall give the Pledgor thirty (30) business days notice of any intention
to make a sale of the Collateral. The proceeds of sale shall be applied first to
the payment of all reasonable costs and
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expenses incurred by the Pledgee in collecting the Note and enforcing its rights
under this Pledge Agreement, second, to the repayment of the Note, and third,
any balance shall be paid over to the Pledgor.
4. No Waiver. No failure on the part of the Pledgee
to exercise any right or remedy hereunder shall operate as a
waiver thereof, and all remedies hereunder are cumulative.
5. Termination; Release. This Agreement shall terminate when
the Note has been fully paid, at which time the Pledgee shall reassign and
deliver to the Pledgor such of the Collateral as has not been sold by the
Pledgee pursuant to the terms hereof, such reassignment to be without
representation or recourse except that the Pledgee shall warrant that it has
made no prior sale, assignment, pledge or encumbrance of the Collateral. Upon
repayment of any portion of the principal of the Note (in an amount not less
than $1,000), the Pledgee shall release, reassign and deliver to the Pledgor a
number of shares of the Pledged Stock equal to the amount so repaid divided by
the product of 0.8 times 6.875.
6. Further Assurances. The Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments and instruments as the Pledgee may reasonably request in connection
with the pledge of Collateral or in order to better assure and confirm the
Pledgee's rights and remedies hereunder.
7. Binding Agreement; Assignment. This Pledge Agreement shall
be binding upon and inure to the benefit of the parties hereto and to all
holders of the Note and their successors and assigns, except that Pledgor shall
not be permitted to further pledge or encumber the Collateral. Any transferee of
any of the shares of Pledged Stock shall take subject to all Pledgor's
obligations under this Pledge Agreement until such shares have been released or
this Pledge Agreement terminated as provided in paragraph 5 above.
8. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of New
York.
[END OF TEXT]
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IN WITNESS WHEREOF the parties have executed this Pledge
Agreement as of the day first above written.
SH SECURITIES CO., LLC
By
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Member
AMPEX CORPORATION
By
---------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Vice President
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SCHEDULE A
Description of Pledged Stock
400,000 shares of Class A Common Stock, par value $0.01 per share, of Ampex
Corporation registered in the name of SH SECURITIES CO., LLC (Certificate No. A
).
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C/M: 11115.0000 414618.5
