Letter Agreement dated April 25, 2008



 Exhibit 10.4 
  

			
	 	 	Ampex Corporation
		 	1228 Douglas Avenue
		 	Redwood City, California 94063

 

 
 April 25, 2008 
 To the
Consenting Holders that are Party to the Plan Support Agreement, dated March 30, 2008: 
 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: 
 1. Section 8.1(d) of the Plan Support Agreement is hereby amended and restated in its entirety to read as follows: 
 “a hearing to consider the Disclosure Statement (the “Disclosure Statement Hearing”) has not been scheduled to occur on or before May 30, 2008”. 
 2. Section 8.1(e) of the Plan Support Agreement is hereby amended and restated in its entirety to read as follows: 
 “ a hearing to consider the Confirmation Order has not been scheduled to occur on or before the date that is 35 days after the Disclosure Statement
Hearing;”. 
 3. Except as expressly provided herein, the Plan Support Agreement shall continue in full force and effect in accordance
with the provisions thereof. 
 [Remainder of page intentionally left blank.] 







 Please indicate your acceptance of this agreement by signing in the space provided below. 
 Dated: April 28, 2008 
  

			
	AMPEX CORPORATION
		
	By: 	 	/s/ D. G. Strickland
		 	 D. Gordon Strickland
 Chief Executive Officer and
President

	
	AMPEX DATA SYSTEMS CORPORATION
		
	By: 	 	/s/ Joel D. Talcott
		 	Joel D. Talcott
		 	Vice President and Secretary
	
	AMPEX DATA INTERNATIONAL CORPORATION
		
	By: 	 	/s/ Joel D. Talcott
		 	Joel D. Talcott
		 	Vice President and Secretary
		 	
	 AMPEX FINANCE CORPORATION

		
	By:	 	/s/ D. G. Strickland
		 	 D. Gordon Strickland
 President

	
	AFC HOLDINGS CORPORATION
		
	By: 	 	/s/ Joel D. Talcott
		 	Joel D. Talcott
		 	Vice President and Secretary









 Dated: April 28, 2008 
  

			
	AMPEX HOLDINGS CORPORATION
		
	By:	 	/s/ D. G. Strickland
		 	D. Gordon Strickland
		 	President
	
	 AMPEX INTERNATIONAL
 SALES
CORPORATION

		
	By:	 	/s/ Joel D. Talcott
		 	Joel D. Talcott
		 	Vice President and Secretary


  

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 Dated: April 24, 2008 
  

			
	HILLSIDE CAPITAL INCORPORATED
		
	By: 	 	/s/ Raymond F. Weldon
	Name: 	 	Raymond F. Weldon
	Title: 	 	Managing Director
		 	
	405 Park Avenue, 12th floor
	New York, New York 10022


  

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 Dated: April 28, 2008 
  

			
	CONSENTING SENIOR SECURED NOTEHOLDER
	
	Name of Institution:
	
	Credit Suisse Asset Management LLC
		
	By: 	 	/s/ Martha Metcalf
	Name: 	 	Martha Metcalf
	Title: 	 	Managing Director
	
	Telephone: (212) 325-2000
	Facsimilie: (212) 325-6665


  

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 Dated: April 25, 2008 
  

			
	CONSENTING SENIOR SECURED NOTEHOLDER
	
	B III Capital Partners, L.P.
		
	By: 	 	DDJ Capital III, LLC, its General Partner
		
	By: 	 	DDJ Capital Management, LLC, Manager



			
		
	By: 	 	/s/ Joshua L. McCarthy
	Name: 	 	Joshua L. McCarthy
	Title: 	 	Authorized Signatory
		
	By: 	 	/s/ Jackson S. Craig
	Name: 	 	 Jackson S. Craig

	Title: 	 	Authorized Signatory
	
	c/o DDJ Capital Management, LLC
	130 Turner Street
	Building #3, Suite 600
	Waltham, MA 02453
	Telephone: (781) 283-8500
	Facsimile: (781) 283-8555









 Dated: April 25, 2008 
  

			
	CONSENTING SENIOR SECURED NOTEHOLDER
	
	B III-A Capital Partners, L.P.
		
	By: 	 	GP III-A, LLC, its General Partner
		
	By: 	 	DDJ Capital Management, LLC, Manager



			
		
	By: 	 	/s/ Joshua L. McCarthy
	Name: 	 	Joshua L. McCarthy
	Title: 	 	Authorized Signatory
		
	By: 	 	/s/ Jackson S. Craig
	Name: 	 	 Jackson S. Craig

	Title: 	 	Authorized Signatory
	
	c/o DDJ Capital Management, LLC
	130 Turner Street
	Building #3, Suite 600
	Waltham, MA 02453
	Telephone: (781) 283-8500
	Facsimile: (781) 283-8555









 Dated: April __, 2008 
  

			
	CONSENTING SENIOR SECURED NOTEHOLDER
	
	GMAM Investment Funds Trust II for the account of the Promark Alternative High Yield Bond Fund (Account No. 7M2E) **
	
	By: DDJ Capital Management, LLC, on behalf of GMAM Investment Funds Trust II, for the account of the Promark Alternative High Yield Bond Fund, in its capacity as an investment
manager
		
	By: 	 	/s/ Joshua L. McCarthy
	Name: 	 	Joshua L. McCarthy
	Title: 	 	Authorized Signatory
		
	By: 	 	/s/ Jackson S. Craig
	Name: 	 	 Jackson S. Craig

	Title: 	 	Authorized Signatory
	
	 c/o DDJ Capital Management, LLC
 130 Turner
Street
 Building #3, Suite 600
 Waltham, MA 02453
 Telephone: (781) 283-8500
 Facsimile:
(781) 283-8555

	
	** All representations, warranties and covenants made by GMAM Investment Funds Trust II in this Plan Support Agreement are being made only with respect to those Senior Secured Notes
held in the account #7M2E managed by DDJ Capital Management, LLC (the “Account”) and shall not apply to any Senior Secured Notes that may be beneficially owned by GMAM Investment Funds Trust II that are not held through such
Account.