Exhibit 2.4 ESCROW AGREEMENT ---------------- ESCROW AGREEMENT, dated July 17, 1998, by and among AMPEX HOLDINGS CORPORATION, a Delaware corporation ("Buyer"), AMPEX CORPORATION, a Delaware corporation ("Parent"), each of the shareholders named as...Escrow Agreement • November 4th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
BY-LAWS OFAmpex Corp /De/ • April 1st, 2002 • Radio & tv broadcasting & communications equipment
Section 1. Definitions. ------------ As used herein, the terms set forth below shall have the respective meanings set forth below. Terms used and not otherwise defined herein shall have the meanings given to them in the HAS Agreement or, if not so...Security Agreement • May 15th, 2002 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated July , 1999, between Ampex Corporation, a Delaware corporation (the "Company") and Erracht Productions, Ltd., a New York corporation ("Erracht"). WHEREAS, the...Registration Rights Agreement • August 20th, 1999 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (the "Third Amendment") is made and entered into as of this ___ day of September, 1998 by and between MARTIN/CAMPUS ASSOCIATES NO. 4, L.P., a Delaware limited partnership ("Landlord") and AMPEX...Lease • April 10th, 2000 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • California
ANNEX C GUARANTEE AGREEMENT GUARANTEE AGREEMENT dated as of October 29, 2001 (the "Guarantee") between AMPEX CORPORATION, a Delaware corporation ("the Guarantor"), and SHERBORNE & COMPANY INCORPORATED, a Delaware corporation ("Lender"). Ampex Data...Guarantee Agreement • November 14th, 2001 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
ANNEX B SECURITY AGREEMENT SECURITY AGREEMENT dated as of October 29, 2001 (the "Agreement") by AMPEX DATA SYSTEMS CORPORATION, a Delaware corporation (the "Borrower") in favor of SHERBORNE & COMPANY INCORPORATED, a Delaware corporation, (the "Secured...Security Agreement • November 14th, 2001 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.19 FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND SENIOR DISCOUNT NOTES This Fifth Amendment to Note Purchase Agreement and Senior Discount Notes dated as of March 25, 2002 (this "Amendment") is by and among Ampex Data Systems Corporation...Note Purchase Agreement • April 1st, 2002 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • Massachusetts
BY AND BETWEENIndemnification Agreement • April 1st, 2002 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment
satisfactory to Lender, pursuant to which amendment the Noteholders shall have unanimously consented and agreed to the incurrence of the Loans and the execution, delivery and performance of this Agreement, the Note, the Security Agreement and the...Loan Agreement • November 14th, 2001 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
EXCHANGE AGREEMENT Ampex Corporation 590 Madison Avenue 21st Floor New York, New York 10022Exchange Agreement • July 15th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of April 13, 1999 (the "Amendment"), between Ampex Finance Corporation (the "Borrower") and Congress Financial Corporation (Western) (the "Lender"). WHEREAS, the Borrower and Congress Financial...Amendment Agreement • March 30th, 2000 • Ampex Corp /De/ • 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 ContentsPurchase Agreement • July 30th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.5 SECOND SUPPLEMENT TO ACQUISITION AGREEMENT This Supplement, dated July 17, 1998, to Acquisition Agreement, dated June 24, 1998, as supplemented and amended by Supplement to Acquisition Agreement, dated June 30, 1998 (collectively, the...Acquisition Agreement • July 30th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment
ARTICLE 1Ampex Corp /De/ • November 14th, 2000 • Radio & tv broadcasting & communications equipment • Colorado
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 SCHRODER BANK & TRUST COMPANY, a New York banking...Indenture • July 30th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
AGREEMENT OF LEASEAgreement of Lease • October 21st, 1997 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.2 FIRST AMENDMENT TO ------------------ DEED OF TRUST, SECURITY AGREEMENT, ---------------------------------- FINANCING STATEMENT AND ----------------------- ASSIGNMENT OF RENTS AND REVENUES -------------------------------- THIS FIRST...Ampex Corp /De/ • August 14th, 2001 • Radio & tv broadcasting & communications equipment
EXHIBIT 4.2 WARRANT AGREEMENTWarrant Agreement • February 2nd, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.2 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • July 30th, 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
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated July 22, 1999, between AMPEX CORPORATION, a Delaware corporation ("Ampex"), and INFORMATION SUPER STATION, L.L.C., a District of Columbia limited liability company ("ISS"). WHEREAS,...Registration Rights Agreement • August 20th, 1999 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.22 STOCK PURCHASE AGREEMENT AGREEMENT, dated as of February 18, 1998, between Ampex Corporation, a Delaware corporation (the "Corporation") and Edward J. Bramson, Chairman and Chief Executive of the Corporation (the "Executive")....Stock Purchase Agreement • March 16th, 1998 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT....Contingent Warrant Agreement • August 14th, 2000 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Date Portion of Total Warrant ---- Which Is Exercisable -----------------------Contingent Warrant Agreement • August 20th, 1999 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.8 COLLATERAL SECURITY AGREEMENT This COLLATERAL SECURITY AGREEMENT is entered into as of November 6, 2000 (the "Security Agreement"), by and between Ampex Corporation, a Delaware corporation with a chief executive office located at 500...Collateral Security Agreement • November 14th, 2000 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment • California
Exhibit 4.6 November __, 2000 B III Capital Partners, L.P. B III-A Capital Partners, L.P. State Street Bank & Trust, as Custodian for General Motors Employees Global Group Pension Trust c/o DDJ Capital Management, LLC 141 Linden Street, Suite 4...Ampex Corp /De/ • November 14th, 2000 • Radio & tv broadcasting & communications equipment
SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND SENIOR DISCOUNT NOTESNote 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).
PLAN SUPPORT AGREEMENTPlan 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:
FOURTH AMENDMENT TO HILLSIDE – AMPEX/SHERBORNE AGREEMENTAmpex/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, 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”).
AMENDED STANDSTILL AGREEMENTAmended 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 INDENTUREIndenture • 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”).
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.
THIRD AMENDMENT TO HILLSIDE-AMPEX/SHERBORNE AGREEMENTAmpex/Sherborne Agreement • April 20th, 2005 • Ampex Corp /De/ • Radio & tv broadcasting & communications equipment
This Third Amendment, made as of March 2, 2004 (this “Amendment”), by and among the undersigned parties to the Hillside-Ampex/Sherborne Agreement, dated December 1, 1994, as amended as of November 30, 1995 and as of September 2002 (the “Agreement”), 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).