Letter Agreement dated May 8, 2008



 Exhibit 10.5 
  

			
		  	 Ampex Corporation
 1228 Douglas Avenue
 Redwood City, California 94063


 

 
 May 8, 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 June 15, 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: May 9, 2008 
  

			
	AMPEX CORPORATION
		
	By:	 	/s/ Joel D. Talcott
		 	 Joel D. Talcott
 Authorized
Signatory



  

			
	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/ Joel D. Talcott
		 	 Joel D. Talcott
 Authorized
Signatory



  

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










 Dated: May 9, 2008 
  

			
	AMPEX HOLDINGS CORPORATION
		
	By:	 	/s/ Joel D. Talcott
		 	 Joel D. Talcott
 Authorized
Signatory



  

			
	 AMPEX INTERNATIONAL
 SALES
CORPORATION

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










 Dated: May __, 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









 Dated: May 9, 2008 
  

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









 Dated: May 9, 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: May 9, 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: May 9, 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.









 Dated: May __, 2008 
  

			
	CONSENTING SENIOR SECURED NOTEHOLDER
	
	Prudential Investment Management, Inc., as investment advisor to certain of its clients as Consenting Holders
		
	By:	 	/s/ Paul E. Appleby
	Name:	 	Paul E. Appleby
	Title:	 	Vice President
	
	 100 Mulberry Street
 Gateway Center 2,
3rd Floor
 Newark, New Jersey 07102
 Telephone: (973) 802-4871
 Facsimilie:
(973) 802-9331