EXHIBIT 4.7
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
000 Xxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement by and among Ampex
Data Systems Corporation (the "Company"), Ampex Corporation, B III Capital
Partners, L.P. ("B III"), B III-A Capital Partners, L.P. ("B III-A"), State
Street Bank & Trust, as Custodian for General Motors Employees Global Group
Pension Trust ("GM"), and DDJ Capital Management, LLC, as agent for the holders
from time to time of the Senior Discount Notes referred to therein, dated as of
November 6, 2000, pursuant to which each of B III, B III-A and GM (each, a
"Fund", and collectively, the "Funds") agreed to purchase Senior Discount Notes
due May 31, 2001 issued by the Company. In consideration of, and as a condition
to, such purchase, the Company agrees to grant to each Fund, individually, the
management rights ("Management Rights") described below, subject to appropriate
confidentiality arrangements to be entered into prior to the exercise of the
Management Rights granted hereunder and in compliance with all relevant
securities laws:
a) the right to discuss the business operations, properties and
financial and other condition of the Company with the Company's management;
b) the right to make suggestions to the Company's management from
time-to-time and the Company's management will discuss such proposals or
suggestions with the Fund or Funds making the suggestion within a reasonable
period after such submission; and
c) the right to tour the Company's business premises and other
properties, to receive financial statements, operating reports, budgets or other
financial reports of the Company, and to reasonably request information at
reasonable times and intervals concerning the general status of the Company's
financial condition and operations.
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
Page Two
Nothing herein shall require the Company to provide material non-public
information to any Fund unless appropriate confidentiality arrangements
satisfactory to the Company have been made. The Company's obligations under
this letter shall cease with respect to a particular Fund: (i) at such time as
such Fund no longer hold any securities of the Company or (ii) upon the sale of
the Company to, or merger of the Company with, another company whose securities
are publicly traded. The Management Rights shall not be transferable or
assignable.
Very truly yours,
AMPEX DATA SYSTEMS CORPORATION
By:______________________
Name:
Title:
