AMPEX CORPORATION and AMPEX INTERNATIONAL SALES CORPORATION as the CPR Administrator CONTINGENT PAYMENT RIGHTS AGREEMENT Dated as of October 3, 2008Rights Agreement • October 9th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
This Contingent Payment Rights Agreement, dated as of October 3, 2008 (this “Agreement”), made by and between Ampex Corporation, a Delaware corporation (the “Company”) and Ampex International Sales Corporation, a California corporation (“Ampex International”), as the contingent payment rights administrator (together with any successor thereto, the “CPR Administrator”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and its Affiliated Debtors (as defined therein), dated as of July 31, 2008 (as the same may be amended, modified or supplemented from time to time, the “Plan”).
CREDIT AGREEMENT dated as of October 3, 2008 between AMPEX CORPORATION, as Borrower THE SUBSIDIARY GUARANTORS Party Hereto, and HILLSIDE CAPITAL INCORPORATED, as Lender Up to $25,000,000Credit Agreement • October 9th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
CREDIT AGREEMENT dated as of October 3, 2008 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between AMPEX CORPORATION as Borrower, the SUBSIDIARY GUARANTORS party hereto and HILLSIDE CAPITAL INCORPORATED as Lender.
SECURITY AGREEMENTSecurity Agreement • October 9th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
SECURITY AGREEMENT dated as of October 3, 2008, between AMPEX CORPORATION, a corporation duly organized and validly existing under the laws of Delaware (the “Borrower”); each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (each individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”); each ADDITIONAL OBLIGOR that may become a party hereto after the date hereof in accordance with Section 6.11 (an “Additional Obligor”, together with the Borrower and each Subsidiary Guarantor, the “Obligors” and each individually, an “Obligor”); and HILLSIDE CAPITAL INCORPORATED, as collateral agent for the Claimholders (as hereinafter defined) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
Page Schedule A List of Certain Stockholders 18 Schedule B List of Certain Investor Groups 19 Exhibit A Amended and Restated Certificate of Incorporation of the Corporation 20 Exhibit B Bylaws of the Corporation 21 Exhibit C Form of Certificate of...Stockholders’ Agreement • October 9th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
This Stockholders’ Agreement (this “Agreement”) is made as of the 3rd day of October, 2008, by and among AMPEX CORPORATION, a Delaware corporation (the “Corporation”), each of the Stockholders (as defined in Article I) that is deemed to have entered into this Agreement pursuant to the Plan (as defined below) as described in Section 7.7 hereof and each Person (as defined below) that hereafter becomes a Stockholder and is required by this Agreement to become a party hereto.
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTCollateral Agency and Intercreditor Agreement • October 9th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of October 3, 2008, by and among AMPEX CORPORATION, a Delaware corporation (the “Borrower”), THE SUBSIDIARIES OF THE BORROWER PARTY HERETO (the “Subsidiary Guarantors”), HILLSIDE CAPITAL INCORPORATED (“Hillside”), in its capacity as collateral agent for the First Lien Claimholders and the Second Lien Claimholders (each as defined below) (together with its successors and assigns in such capacity, the “Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, in its capacity as indenture trustee under the First Lien Indenture (as defined below) (together with its successors and assigns in such capacity, the “First Lien Trustee”) and Hillside, in its capacity as the lender under the Second Lien Credit Agreement (as defined below) (together with its successors and assigns in such capacity, the “Second Lien Lender”). Capitalized terms used in this introductory paragraph and the in recitals below but not otherwise defined herein or therein hav
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE OBLIGATIONS HEREUNDER AND THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, DATED AS OF OCTOBER 3,...Ampex/Sherborne Agreement • October 9th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
This Amended and Restated Hillside-Ampex/Sherborne Agreement (“Agreement”) is made this day of October 3, 2008, by and among (i) Ampex Corporation (“Ampex”) and each other member of the Ampex Group (as hereinafter defined), (ii) Hillside Capital Incorporated and each other member of the Limited Hillside Group (as hereinafter defined) and (iii) Sherborne Holdings Incorporated (“Sherborne”) and each other member of the Sherborne Group (as hereinafter defined).
