Exhibit 4.1
FIRST AMENDMENT TO INDENTURE
This FIRST AMENDMENT TO INDENTURE is dated as of July 2, 1998
(the "Amendment") between AMPEX CORPORATION, a Delaware corporation (the
"Corporation") and IBJ XXXXXXXX BANK & TRUST COMPANY, a New York banking
corporation (the "Trustee").
WHEREAS, the Corporation and the Trustee have entered into the
Indenture dated as of January 28, 1998 (the "Indenture") (all capitalized terms
used and not otherwise defined herein shall have the respective meanings set
forth in the Indenture); and
WHEREAS, the Corporation desires to amend the Indenture to
permit the redemption (the "Redemption") of all of the Corporation's shares of
Noncumulative Redeemable Preferred Stock outstanding on the date hereof in
exchange for the following securities: (i) 3,000,000 shares of the Corporation's
Class A Common Stock, par value $0.01 per share (the "Class A Stock"); (ii)
10,000 shares of a new series of the Corporation's 8% Noncumulative Convertible
Preferred Stock; and (iii) 21,859 shares of a new series of the Corporation's 8%
Noncumulative Redeemable Preferred Stock. Each share of 8% Noncumulative
Preferred Stock and 8% Noncumulative Redeemable Preferred Stock has a
liquidation preference of $2,000 per share. The 8% Noncumulative Convertible
Preferred Stock is convertible, at the option of the holder thereof, into 500
shares of Class A Stock, subject to adjustment under certain circumstances.
WHEREAS, pursuant to the limited waiver and Consent entered
into as of the date hereof, by and among the Corporation and the Holders named
in the signature pages thereto, the Holders of at least a majority in principal
amount of the outstanding Securities have consented in writing to amend the
Indenture to permit the Redemption, and have authorized the Corporation and the
Trustee to enter into this Amendment;
NOW, THEREFORE, in consideration of the foregoing, each party
hereto, for the benefit of the other party hereto and the Holders, hereby agrees
as follows:
1. Effective as of the date hereof, the definition of
"Noncumulative Redeemable Preferred Stock; contained in Section 1.01 of the
Indenture shall be deleted in its entirety and the following definition
substituted therefor:
739017.1
"Noncumulative Redeemable Preferred Stock" means the shares of
the Corporation's 8% Noncumulative Convertible Preferred Stock and 8%
Noncumulative Redeemable Preferred Stock issued effective as of July 2, 1998,
and any subsequent refinancings thereof, provided, however, that the aggregate
liquidation value of all outstanding securities issued in any such refinancings
shall not exceed the aggregate liquidation value of the Noncumulative Redeemable
Preferred Stock outstanding on July 2, 1998."
2. As amended by this Amendment, the Indenture is in all
respects ratified and confirmed, and as so amended by this Amendment shall be
read, taken and construed as one and the same instrument.
3. The laws of the State of New York shall govern this
Amendment, without giving effect to applicable principles of conflicts of laws,
to the extent that the application of the laws of another jurisdiction would be
required thereby.
4. The parties hereto may execute this Amendment in
counterparts, each of which shall be an original, and all of which, when taken
together, shall represent the same instrument.
AMPEX CORPORATION
By:/s/Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By:/s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Assistant Vice President
739017.1
