EXHIBIT 10.1
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE OBLIGATIONS HEREUNDER AND
THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO
THE PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, DATED AS OF
OCTOBER 3, 2008 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), BY AND AMONG AMPEX CORPORATION
("AMPEX"), THE SUBSIDIARIES OF AMPEX PARTY THERETO, AS SUBSIDIARY GUARANTORS,
HILLSIDE CAPITAL INCORPORATED ("HILLSIDE") IN ITS CAPACITY AS COLLATERAL AGENT
FOR THE FIRST LIEN CLAIMHOLDERS AND SECOND LIEN CLAIMHOLDERS (AS SUCH TERMS ARE
DEFINED THEREIN), U.S. BANK NATIONAL ASSOCIATION IN ITS CAPACITY AS INDENTURE
TRUSTEE UNDER THE INDENTURE FOR THE 12% SENIOR SECURED NOTES DUE 2009 OF AMPEX,
AND HILLSIDE, AS LENDER UNDER THAT CERTAIN CREDIT AGREEMENT, DATED OF OCTOBER 3,
2008 BY AND AMONG AMPEX AND THE SUBSIDIARY GUARANTORS AND CERTAIN OTHER PERSONS
PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT,
THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
AMENDED AND RESTATED HILLSIDE-AMPEX/SHERBORNE AGREEMENT
This Amended and Restated Hillside-Ampex/Sherborne Agreement ("Agreement") is
made this day of October 3, 2008, by and among (i) Ampex Corporation ("Ampex")
and each other member of the Ampex Group (as hereinafter defined), (ii) Hillside
Capital Incorporated and each other member of the Limited Hillside Group (as
hereinafter defined) and (iii) Sherborne Holdings Incorporated ("Sherborne") and
each other member of the Sherborne Group (as hereinafter defined).
RECITALS
WHEREAS, Ampex, f/k/a Ampex Incorporated, is the contributing sponsor, within
the meaning of 29 U.S.C. Section 1301(a)(13), of the Employees' Retirement Plan
of Ampex Corporation ("Systems Plan"); and
WHEREAS, Ampex Media Holdings Incorporated ("Ampex Media") is the contributing
sponsor, within the meaning of 29 U.S.C. Section 1301(a)(13), of the Ampex Media
Corporation Retirement Plan ("Media Plan") (the Systems Plan and the Media Plan,
together, the "Plans"); and
WHEREAS, the Pension Benefit Guaranty Corporation ("PBGC") asserts that each of
the following persons or entities (and each of their subsidiaries) is a member
of a Controlled Group (as hereinafter defined) of which Ampex and/or Ampex Media
is a member: Ampex Corporation; Xepma I Inc.; Xepma II Inc.; Xepma III Inc.;
Xepma IV Inc.; NH Holding Incorporated; Sherborne Group Incorporated; Sherborne
Holdings Incorporated; Buffalo Color Corporation; NH Bond Corp.; Newhill
Partners, L.P.; Hillside Capital Incorporated; Hillside Industries Incorporated;
Hillside Financial Incorporated; Hillside Delaware Incorporated; T. Hillside C.
Incorporated; Hillside Newspapers Incorporated; PLK Liquidating Corporation;
Plaskon Products International Sales Corporation; Teepak International, Inc.;
Teepak, Inc.; Teepak Plastics, Inc.; Teepak Acquisition Corp.; Teepak New
Europe; Teepak International II, Inc.; Teepak International, Inc.; Teepak
Investments, Inc.; Teepak Nederlands, B.V.; Teepak Produktie, N.V.; Teepak
Industries, Inc.; and Bosley, B.V. (collectively, "Asserted Ampex Group"); and
WHEREAS, Hillside Capital Incorporated, Hillside Industries Incorporated;
Hillside Financial Incorporated; Hillside Delaware Incorporated; T. Hillside C.
Incorporated; Hillside Newspapers Incorporated; PLK Liquidating Corporation;
Plaskon Products International Sales Corporation; Teepak International, Inc.;
Teepak, Inc.; Teepak Plastics, Inc.; Teepak Acquisition Corp.; Teepak