Ampex Corp /De/ Sample Contracts

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BY AND BETWEEN
Indemnification Agreement • April 1st, 2002 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment
EXCHANGE AGREEMENT Ampex Corporation 590 Madison Avenue 21st Floor New York, New York 10022
Exchange Agreement • July 15th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
INDENTURE
Ampex Corp /De/ • February 2nd, 1998 • Radio & tv broadcasting & communications equipment • New York
Exhibit 1.1. AMPEX CORPORATION (a Delaware corporation) 12% Senior Notes Due 2003 PURCHASE AGREEMENT Dated: July 17, 1998 Table of Contents
Purchase Agreement • July 30th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
AGREEMENT OF LEASE
Agreement of Lease • October 21st, 1997 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.2 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • July 30th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.2 WARRANT AGREEMENT
Warrant Agreement • February 2nd, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
RECITALS --------
Assignment and Assumption of Lease • April 2nd, 2001 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • California
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Offer to Exchange 12% Senior Secured Notes due 2008 for its 12% Senior Notes due 2003
Ampex Corp /De/ • January 24th, 2002 • Radio & tv broadcasting & communications equipment

This material is being forwarded to you as the beneficial owner of Old Notes carried by us in your account but not registered in your name. An tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Date Portion of Total Warrant ---- Which Is Exercisable -----------------------
Contingent Warrant Agreement • August 20th, 1999 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND SENIOR DISCOUNT NOTES
Note Purchase Agreement • April 20th, 2005 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • Massachusetts

This Sixth Amendment to Note Purchase Agreement and Senior Discount Notes dated as of March 2, 2004 (this “Amendment”) is by and among Ampex Data Systems Corporation (the “Issuer”), Ampex Corporation (the “Guarantor”), the entities identified as “Purchasers” on the signature pages hereto (the “Purchasers”), and DDJ Capital Management, LLC as agent (the “Holders’ Agent”) for the Purchasers and the other holders from time to time of the Senior Discount Notes (defined below).

Ampex Corporation Redwood City, California 94063
Ampex Corp /De/ • June 5th, 2008 • Radio & tv broadcasting & communications equipment

Reference is made to that certain Plan Support Agreement, dated as of March 30, 2008 (as may be amended or modified, the “Plan Support Agreement”), by and among you and Ampex Corporation and its affiliated debtors and debtors in possession). Capitalized terms used herein and not defined herein shall have the meaning assigned to those terms in the Plan Support Agreement. This Letter is to confirm the following agreements:

PLAN SUPPORT AGREEMENT
Plan Support Agreement • July 18th, 2008 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York

This PLAN SUPPORT AGREEMENT is made and entered into as of the date hereof (the “Agreement”) by and among the following parties:

Ampex Corporation Redwood City, California 94063
Ampex Corp /De/ • July 7th, 2008 • Radio & tv broadcasting & communications equipment

Reference is made to that certain Plan Support Agreement, dated as of March 30, 2008 (as may be amended or modified, the “Plan Support Agreement”), by and among you and Ampex Corporation and its affiliated debtors and debtors in possession). Capitalized terms used herein and not defined herein shall have the meaning assigned to those terms in the Plan Support Agreement. This Letter is to confirm the following agreements:

FOURTH AMENDMENT TO HILLSIDE – AMPEX/SHERBORNE AGREEMENT
Ampex/Sherborne Agreement • April 20th, 2005 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York

This Fourth Amendment, made as of June 30, 2004, by and among the undersigned parties to the Hillside-Ampex/Sherborne Agreement, dated as of December 1, 1994, by and among (i) Ampex Corporation and each other member of the Ampex Group (as defined in the Agreement), (ii) Hillside Capital Incorporated and each other member of the Limited Hillside Group (as defined in the Agreement), and (iii) Sherborne Holdings Incorporated and each other member of the Sherborne Group (as defined in the Agreement), as amended by a First Amendment thereto, dated as of November 30, 1995, and as amended by a Second Amendment thereto, dated as of September 2002, and as amended by a Third Amendment thereto, dated as of March 2, 2004 (as so amended, the “Agreement”).

AMPEX CORPORATION and AMPEX INTERNATIONAL SALES CORPORATION as the CPR Administrator CONTINGENT PAYMENT RIGHTS AGREEMENT Dated as of October 3, 2008
Rights 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”).

AMENDED STANDSTILL AGREEMENT
Amended Standstill Agreement • November 20th, 2007 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment

AGREEMENT made as of this 13th day of November, 2007, by and between Hillside Capital Incorporated (“Hillside”), a Delaware corporation, and Ampex Corporation, a Delaware corporation, and the Ampex Group1 (Ampex Corporation and the Ampex Group, collectively, “Ampex,” and, together with Hillside, the “Parties”).

FIRST AMENDMENT TO INDENTURE
Indenture • April 20th, 2005 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York

This FIRST AMENDMENT TO INDENTURE is dated as of March 2, 2004 (this “Amendment”), between AMPEX CORPORATION, a Delaware corporation (the “Corporation”) and U.S. BANK NATIONAL ASSOCIATION, as successor trustee to State Street Bank and Trust Company (the “Trustee”).

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