Letter Agreement amending the Plan Support Agreement



 Exhibit 10.1 
  

			
		  	 Ampex Corporation

		  	 1228 Douglas Avenue

		  	 Redwood City, California 94063

		
		  	



 June 24, 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(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 August 15, 2008;”. 
 2. 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: June 24, 2008 
  

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









 Dated: June 24, 2008 
  

			
	AMPEX HOLDINGS CORPORATION
		
	By:	 	/s/ Joel D. Talcott
		 	Joel D. Talcott
		 	Vice President and Secretary
	
	AMPEX INTERNATIONAL SALES CORPORATION
		
	By:	 	/s/ Joel D. Talcott
		 	Joel D. Talcott
		 	Vice President and Secretary









 Dated: June 30, 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: June 25, 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









 Dated: June __, 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/ David J. Breazzano
	Name:	 	David J. Breazzano
	Title:	 	President
	
	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: June __, 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:	 	DDJ Capital Management, LLC, Manager
		
	By:	 	/s/ David J. Breazzano
	Name:	 	David J. Breazzano
	Title:	 	President
	
	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: June __, 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:	 	DDJ Capital Management, LLC, Manager
		
	By:	 	/s/ David J. Breazzano
	Name:	 	David J. Breazzano
	Title:	 	President
	
	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: June 25, 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