EXHIBIT 4.5
SECOND INTEREST DEFERRAL AGREEMENT
This Second Interest Deferral Agreement (this "Agreement") is entered into
as of November 14, 2001, by and among AMPEX CORPORATION, a Delaware corporation
(the "Company") and each of the HOLDERS of the Company's outstanding 12% Senior
Notes due 2003 (the "Senior Notes") named in the signature pages hereto (each, a
"HOLDER").
W I T N E S S E T H:
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WHEREAS, pursuant to an Interest Deferral Agreement, dated as of September
14, 2001 (the "First Deferral Agreement"), by and among the Company and the
Holders, the Holders consented to a deferral of the payment of the September
Installment (as defined in the First Deferral Agreement) of accrued interest on
the Senior Notes until November 15, 2001; and
WHEREAS, in order to afford the parties an opportunity to negotiate a
mutually satisfactory restructuring of the terms of the Senior Notes, the
Company has requested and the Holders have agreed to further extend the due date
of the September Installment until January 31, 2002;
NOW, THEREFORE, each of the Company and the undersigned Holders hereby
agrees as follows:
1. Deferral of Interest Payment Date. The due date for the payment of the
September Installment that would otherwise have been due and payable on November
15, 2001 is hereby further deferred and extended until January 31, 2002 (the
"Deferred Interest Payment Date"). The September Installment as so extended
(together with interest thereon to the extent provided in Section 2.14 of the
Indenture) shall be payable, in cash, on the Deferred Interest Payment Date
(i.e., January 31, 2002) to Holders of record on January 15, 2002, in accordance
with the provisions of Section 2.14 of the Indenture. Notwithstanding anything
contained in the Indenture or the Senior Notes, the interest installment due and
payable on the Senior Notes on March 15, 2002 shall not be affected by this
Agreement, and shall accrue from September 15, 2001 through March 14, 2002.
2. Representations of Holders. Each Holder executing this Agreement
hereby represents (i) that it is duly authorized to execute and deliver this
Agreement, (ii) that it is on the date hereof and at all times since August 31,
2001 has been the registered Holder of the aggregate principal at of Senior
Notes set forth opposite
such Holder's name on the signature pages attached hereto, and (iii) it is the
nominee for the beneficial owner of such Notes set forth above such Holder's
name in the attached signature pages.
3. Effect of Agreement. Except as expressly provided herein: (i) this
Agreement does not in any way affect or impair the terms, conditions and other
provisions of the Senior Notes or the Indenture or the obligations of the
Company thereunder; and (ii) all terms, conditions and other provisions of the
Senior Notes and the Indenture shall remain in full force and effect. This
Agreement shall be binding upon the Company and each Holder, and each of their
respective successors, assigns and transferees.
4. Effectiveness of Agreement. This Agreement shall become effective and
binding upon all the parties when it has been duly executed and delivered by the
Company and the Holders of 100% of the outstanding Senior Notes.
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be enforceable
against the party or parties actually executing such counterpart.
[END OF TEXT]
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SECOND INTEREST DEFERRAL AGREEMENT
COMPANY
SIGNATURE PAGE
IN WITNESS WHEREOF, Ampex Corporation has caused this Agreement to be
executed by its duly authorized officer as of the date first written above.
AMPEX CORPORATION
By: /s/ Craig L. McKibben
-------------------------------------
Name: Craig L. McKibben
Title: Vice President
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SECOND INTEREST DEFERRAL AGREEMENT
HOLDER SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned Holder has caused this Agreement to be
executed by its officer hereunto duly authorized, as of the date first written
above.
BENEFICIAL OWNER: [ ] Address:
Attn:
Telecopier:
NOMINEE: [ ] Taxpayer ID:
Address:
By:__________________
Name:
Title:
Aggregate principal amount of
Senior Notes held of record by
the Holder and beneficially
owned by the Beneficial Owner:
$_____________________________
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