8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2008

AMPEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-20292	13-3667696
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1228 Douglas Avenue

Redwood City, California 94063-3117

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code:

(650) 367-2011

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03.     Bankruptcy or Receivership.

As previously reported, on March 30, 2008, Ampex Corporation (“Ampex” or the “Company”) and certain of its U.S. subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (Jointly Administered Case No. 08-11094). The Debtors have continued to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On April 16, 2008 the United States Trustee for the Southern District of New York appointed a committee to represent the interests of unsecured creditors in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”).

On March 31, 2008, April 1, 2008, and April 22, 2008, the Bankruptcy Court entered certain orders that permit the Debtors to pay certain pre-petition employee salary and benefit obligations, as well as certain vendor obligations. On March 31, 2008, the Bankruptcy Court also entered an order authorizing the Debtors to continue to honor customer warranties and other programs in the ordinary course of business. On June 26, 2008, the Bankruptcy Court approved a stipulation among the Debtors and certain creditors holding a majority of the Debtors’ secured debt and its largest unsecured creditor (the “Consenting Holders”) authorizing the use of cash claimed as collateral by such lenders, subject to certain terms and conditions.

On or about March 30, 2008, the Debtors filed a pre-negotiated plan of reorganization (as amended, the “Plan”) and related disclosure statement (as amended, the “Disclosure Statement”). The Bankruptcy Court approved the Disclosure Statement on June 11, 2008, and authorized the Debtors to solicit votes to accept or reject the Plan from certain creditors. Solicitation commenced on June 18, 2008. On July 9, 2008, the Debtors filed a modified Plan which incorporated, among other things, certain changes to the lump sum cash payment election available to the holders of allowed general unsecured claims (the “Plan Modifications”). On July 14, 2008, the Bankruptcy Court approved a supplement to the Disclosure Statement related to the Plan Modifications and authorized the re-solicitation of the holders of certain general unsecured claims. Prior to filing petitions for relief under chapter 11, the Debtors negotiated the terms of the Plan with and obtained the support of the Consenting Holders and subsequently received the support of the Creditors’ Committee. The Plan Support Agreement, as amended from time to time (the “PSA”), evidences this support.

All creditors entitled to vote on the Plan overwhelmingly voted in favor of the Plan. On July 31, 2008 (the “Confirmation Date”), the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”). Consummation of the Plan is subject to the satisfaction of certain conditions, including that certain unasserted governmental and environmental claims will not exceed the maximum amounts specified in the Plan. Satisfaction of these conditions is not within the Debtors’ control and, if they are not satisfied, the Company may be required to seek protection in chapter 11 without the support of its creditors, which could force it to liquidate under chapter 7 of the Bankruptcy Code and negatively affect its ability to continue as a going concern. However, the Company anticipates that all remaining conditions to consummation of the Plan will be able to be satisfied, and that Ampex and its U.S. subsidiaries will emerge from chapter 11 within the next few months.

The following is a summary of the material features of the Plan, as it was confirmed by the Bankruptcy Court. This summary highlights only certain provisions of the Plan and is not intended to be a complete description of, or substitute for, a full and complete reading of the Plan and the Confirmation Order. Therefore, this summary is qualified in its entirety by reference to the Plan and the Confirmation Order, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Plan of Reorganization

The overall purpose of the Plan is to provide for the restructuring of the Company’s liabilities in a manner designed to maximize recovery to all stakeholders and to enhance the financial viability of the newly reorganized Company after it emerges from chapter 11 (“Reorganized Ampex”) by de-levering the Company, providing additional liquidity and arranging a long-term financing solution to future pension contributions that does not over-leverage the Company in future years.

At June 28, 2008, we had outstanding debt totaling $62.6 million, which consisted of $7.1 million of Senior Notes, and $55.5 million of principal and interest outstanding under the Hillside Notes. Under the terms of the Hillside Notes, $4.7 million is due currently and another $4.5 million of principal and interest is due at various times in 2008. Substantial debt service under the Hillside Notes is due in 2009 and beyond. The Hillside Notes were issued pursuant to the terms of a funding agreement by and between Hillside Capital Inc. (“Hillside”), the Company and certain other parties, in connection with a settlement agreement between the Company, Hillside and the Pension Benefit Guaranty Corporation whereby Hillside is jointly and severally obligated along with the Company to make pension contributions under the Ampex pension plan and the pension plan of our former subsidiaries in the event that Ampex is unable to make such payments. Pension contributions under these plans from 2008 through 2013 are estimated to total approximately $44 million.

Under the terms of the Plan, the Debtors and Hillside are agreeing to enter into a credit agreement (the “Credit Agreement”) which generally consists of three components: (1) obligations to satisfy existing secured debts; (2) new borrowings; and (3) any future obligations incurred in connection with Hillside’s payment of required contributions or termination liability under the pension plans. Pursuant to the terms of the Plan and the PSA, Hillside will agree to accept the Debtors’ obligation to repay $10.5 million under the Credit Agreement in full and final satisfaction of its $11 million secured claims against the Debtors on account of the Hillside Notes. The remaining $0.5 million of Hillside’s secured claim is contemplated to be gifted to the holders of existing Common Stock who do not object to the Plan. This gift will be distributed in the form of certain rights which are described below. In addition, under a separate tranche of the Credit Agreement, Hillside will lend the Company $5 million to be used for general working capital purposes and to repay approximately $3.5 million of the Senior Notes. Furthermore, if Hillside is required to fund future required contributions to the pension plans, Hillside will be deemed to have granted another new senior loan in the amount of such contribution.

All three elements of the Credit Agreement (i.e., the $10.5 million of debt in exchange for Hillside’s secured claim, the $5 million in new borrowings, and any amounts borrowed on account of the future required contributions or termination liability under the pension plans satisfied by Hillside) shall be equal to an aggregate amount not to exceed $25 million outstanding under the Credit Agreement. Thereafter, the Debtors will issue to Hillside new preferred stock of Reorganized Ampex (the “New Preferred Stock”) in the amount of each required contribution made by Hillside to the pension plans. At the time of Plan confirmation, Hillside had already made the April and July pension contributions.

The loans under the Credit Agreement will bear interest at 10% per annum. The balance of amounts outstanding under the Credit Agreement will be repayable, under various terms of the Credit Agreement, in annual installments ranging from $2.9 million to $5.0 million beginning in September 2010.

The holders of the Senior Notes will receive amended senior notes in the amount of the outstanding portion of their claims held on account of the Senior Notes on the effective date of the Plan.

Under the Plan, it is contemplated that unsecured creditors, who include, but are not limited to, the Company’s trade creditors, Hillside with respect to its unsecured claims, certain participants in our Supplemental Retirement Plans and holders of claims arising from environmental remediation obligations, will receive shares of new common stock in Reorganized Ampex (“New Common Stock”) or, creditors other than Hillside may receive at their option, cash that equals the greater of: (a) the cash equal to the percentage of recovery that such creditor would have received had there been no cash election, up to a maximum payment of $5,000; or (b) 7% of the allowed amount of the unsecured claim (“Lump Sum Cash Payment”). Shares of New Common Stock are not expected to be registered or traded on any public exchange.

Under the Plan, all of the Company’s existing common stock (“Common Stock”), stock options, and restricted stock awards will be cancelled upon emergence. Upon the Company’s emergence from chapter 11, the New Common Stock will not be publicly traded. Holders of existing Common Stock, stock options or restricted stock awards will receive no distribution. Although holders of existing Common Stock will not receive any distributions on account of their interests, as a result of the compromises and settlements set forth in the Plan, holders of existing Common Stock that do not object to the Plan will be eligible to receive certain contingent payments rights (“CPRs”) that provide for the pro rata distribution of net cash proceeds from new licensing and other monetization initiatives related to the Debtors’ intellectual property after amounts required to retire all outstanding debt and scheduled pension contributions and other obligations are first recovered. Once net cash proceeds totaling approximately $83.8 million have been received by the Reorganized Debtors, the holders of the CPRs will be entitled to receive their pro rata share of 50% of all subsequent proceeds related to the Debtors’ intellectual property as set forth above, net of

expenses of administering the CPRs. There can be no assurance that the Debtors will be able to generate any future licensing revenue or other proceeds from other monetization initiatives or, if they do, whether they will attain sufficient levels required to provide for distributions to the holders of these rights. The Debtors do not believe that the CPRs will constitute securities; the CPRs will not be registered and will have limited rights of transferability.

The cancellation of the Company’s Common Stock and the issuance of New Common Stock to certain unsecured creditors, as contemplated by the Plan, will result in a change of control of Ampex. Upon consummation of the Plan, it is contemplated that Hillside, which is currently the Company’s largest unsecured creditor, will own at least 80% of the New Common Stock, and will be entitled to appoint all of the members of the Company’s Board of Directors.

As a result of the filing of the Chapter 11 Cases, Company’s Common Stock was suspended from trading on the Nasdaq Stock Market on May 8, 2008, and was delisted from Nasdaq on July 21, 2008. The Common Stock is currently trading on the Pink Sheets. Although one or more market makers may apply to quote the Common Stock on the OTC Bulletin Board, there can be no assurance that they will do so, or that the Common Stock will be eligible for quotation on the OTC Bulletin Board. Under the Plan, the Common Stock is expected to be canceled upon emergence from chapter 11.

As of the Confirmation Date, the Company had 3,897,035 shares of its existing common stock issued and outstanding, all of which are expected to be canceled upon consummation of the Plan. Following consummation of the Plan, the Company expects to file an Amended and Restated Certificate of Incorporation that will reserve 40,000 shares of New Common Stock and 5,000 shares of New Preferred Stock for issuance in respect of claims and interests filed and allowed under the Plan. Accordingly, following the consummation of the Plan, the Company expects to have a total of 45,000 shares authorized for issuance.

Information as to the assets and liabilities as of the Company as of June 28, 2008, in the form furnished to the Bankruptcy Court, is included in the Company’s Monthly Operating Report for the period from May 25, 2008 through June 28, 2008, previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated July 25, 2008.

Item 8.01.     Other Events.

On July 31, 2008, the Company issued a press release announcing that the Bankruptcy Court had confirmed the Plan. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and its Affiliated Debtors, dated July 31, 2008.

10.2 Order Confirming First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and its Affiliated Debtors, dated July 31, 2008.

99.1 Press Release of Ampex Corporation, dated July 31, 2008.

Forward-Looking Statements

This report (including the exhibits hereto), may contain predictions, projections and other statements about the future that are intended to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, but are not limited to, those described in the Company’s 2007 Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and the other documents the Company periodically files with the SEC, as well as the following: the effects of the Company’s chapter 11 filing on the Company and the interests of its various creditors, equity holders and other constituents; Bankruptcy Court rulings in the chapter 11 case and the outcome of the proceeding in general; the length of time the Company will operate under the chapter 11 proceeding; the risks that the conditions and deadlines for confirmation of the chapter 11 plan of reorganization will be satisfied; increased legal costs related to the chapter 11 case and other litigation; the Company’s ability to maintain contracts that are critical to its operations, to obtain and maintain normal terms with customers, suppliers and service providers and to retain key executives, managers and employees; the Company’s ability to manage costs, maintain adequate liquidity, maintain compliance with debt covenants and continue as a going concern; the risk that the chapter 11 case could be converted into a chapter 7 liquidation; and the risks related to trading in the Company’s common stock, which was delisted from Nasdaq, and which the Company expects will be canceled upon emergence from chapter 11. These forward-looking statements speak only as of the date of this report, and the Company disclaims any obligation or undertaking to update such statements. In assessing forward-looking statements contained in this report, readers are urged to read carefully all such cautionary statements.

[SIGNATURE PAGE FOLLOWS]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMPEX CORPORATION
By:	/s/ Ramon Venema
	Ramon Venema Vice President and Assistant Treasurer

Date: August 6, 2008

EXHIBIT INDEX

Exhibit Number	Description
10.1*	First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and its Affiliated Debtors, dated July 31, 2008.
10.2*	Order Confirming First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and its Affiliated Debtors, dated July 31, 2008.
99.1*	Press Release of Ampex Corporation, dated July 31, 2008.

* Filed herewith.

EX-10.1

Exhibit 10.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

  In re   Ampex Corporation, et al.,   Debtors. )
) ) ) ) ) )   Chapter 11   Case No. 08-11094   Jointly Administered

FIRST MODIFIED THIRD AMENDED JOINT CHAPTER 11 PLAN

OF REORGANIZATION FOR AMPEX CORPORATION

AND ITS AFFILIATED DEBTORS

Nothing contained herein shall constitute an offer, acceptance or a legally binding obligation of the Debtors or any other party in interest and this Plan is subject to approval of the Bankruptcy Court and other customary conditions. This Plan is not an offer with respect to any securities. This is not a solicitation of acceptances or rejections of the Plan. Acceptances or rejections with respect to this Plan may not be solicited until a disclosure statement has been approved by the United States Bankruptcy Court for the Southern District of New York. Such a solicitation will only be made in compliance with applicable provisions of securities and/or bankruptcy laws. YOU SHOULD NOT RELY ON THE INFORMATION CONTAINED IN, OR THE TERMS OF, THIS PLAN FOR ANY PURPOSE (INCLUDING IN CONNECTION WITH THE PURCHASE OR SALE OF THE DEBTORS’ SECURITIES) PRIOR TO THE APPROVAL OF THIS PLAN BY THE BANKRUPTCY COURT.

Dated: New York, New York

            July 31, 2008

WILLKIE FARR & GALLAGHER LLP

Counsel for Debtors

and Debtors In Possession

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND INTERPRETATION		1
ARTICLE II. RESOLUTION OF CERTAIN INTER-CREDITOR AND INTER-DEBTOR ISSUES		12
2.1.	Settlement of Certain Inter-Creditor Issues	12
2.2.	Substantive Consolidation of Debtors for Purposes of Voting, Confirmation and Distribution	12
2.3.	Claims Between Debtors and Non-Debtor Affiliates	13
2.4.	Limitations of Plan Distributions to Equity Interests	13
ARTICLE III. ADMINISTRATIVE EXPENSE CLAIMS, FEE CLAIMS, U.S. TRUSTEE FEES AND PRIORITY TAX CLAIMS		13
3.1.	Administrative Expense Claims	13
3.2.	Fee Claims	14
3.3.	U.S. Trustee Fees	15
3.4.	Priority Tax Claims	15
ARTICLE IV. CLASSIFICATION OF CLAIMS AND INTERESTS		16
4.1.	Classification of Claims and Interests	16
4.2.	Unimpaired Classes of Claims and Interests	16
4.3.	Impaired Classes of Claims	16
4.4.	Separate Classification of Other Secured Claims	17
ARTICLE V. TREATMENT OF CLAIMS AND INTERESTS		17
5.1.	Priority Non-Tax Claims (Class 1)	17
5.2.	Senior Secured Note Claims (Class 2)	17
5.3.	Other Secured Claims (Class 3)	18
5.4.	Hillside Secured Claim (Class 4)	18
5.5.	General Unsecured Claims (Class 5)	18
5.6.	Existing Common Stock Interests (Class 6)	19
5.7.	Existing Securities Laws Claims (Class 7)	20
5.8.	Other Existing Interests (Class 8)	20
ARTICLE VI. ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS		20
6.1.	Class Acceptance Requirement	20
6.2.	Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code or “Cramdown”	20
6.3.	Elimination of Vacant Classes	21
6.4.	Voting Classes	21
6.5.	Confirmation of All Cases	21

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ARTICLE VII. MEANS FOR IMPLEMENTATION		21
7.1.	Continued Corporate Existence and Vesting of Assets in Reorganized Debtors	21
7.2.	Plan Documents	22
7.3.	Cancellation of Existing Securities and Agreements	22
7.4.	Officers and Boards of Directors	22
7.5.	Corporate Action	23
7.6.	Authorization of Plan Securities	23
7.7.	Rights of the Indenture Trustee	23
7.8.	Issuance/Delivery of New Common Stock	24
ARTICLE VIII. DISTRIBUTIONS		25
8.1.	Distributions	25
8.2.	No Postpetition Interest on Claims	25
8.3.	Date of Distributions	25
8.4.	Distribution Record Date	25
8.5.	Disbursing Agent and CPR Administrator	26
8.6.	Surrender of Cancelled Instruments or Securities	26
8.7.	Failure to Surrender Cancelled Instruments	26
8.8.	Lost, Stolen, Mutilated or Destroyed Debt Securities	27
8.9.	Delivery of Distribution	27
8.10.	Unclaimed Property	28
8.11.	Satisfaction of Claims and Interests	28
8.12.	Manner of Payment Under Plan	28
8.13.	Fractional Shares	28
8.14.	No Distribution in Excess of Amount of Allowed Claim	28
8.15.	Exemption from Securities Laws	28
8.16.	Setoffs and Recoupments	29
8.17.	Rights and Powers of Disbursing Agent	29
8.18.	Withholding and Reporting Requirements	29
8.19.	Hart-Scott Rodino Antitrust Improvements Act	30
ARTICLE IX. PROCEDURES FOR RESOLVING CLAIMS		30
9.1.	Objections to Claims	30
9.2.	Disputed Claims and Interests	31
9.3.	Estimation of Claims	32
ARTICLE X. EXECUTORY CONTRACTS AND UNEXPIRED LEASES		33
10.1.	General Treatment	33
10.2.	Completion of Non-Assignable Contract	33
10.3.	Claims Based on Rejection of Executory Contracts or Unexpired Leases	33
10.4.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases	33
10.5.	Indemnification of Directors, Officers and Employees	34
ARTICLE XI. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN		34
11.1.	Conditions Precedent to Confirmation	34
11.2.	Conditions Precedent to the Effective Date	35

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11.3.	Waiver of Conditions Precedent and Bankruptcy Rule 3020(e) Automatic Stay	36
11.4.	Effect of Failure of Conditions	36
ARTICLE XII. EFFECT OF CONFIRMATION		37
12.1.	Binding Effect	37
12.2.	Vesting of Assets	37
12.3.	Discharge of Claims Against and Interests in the Debtors	37
12.4.	Term of Pre-Confirmation Injunctions or Stays	37
12.5.	Injunction Against Interference With Plan	37
12.6.	Injunction	38
12.7.	Releases	38
12.8.	Exculpation and Limitation of Liability	40
12.9.	Injunction Related to Releases and Exculpation	40
12.10.	Termination of Subordination Rights and Settlement of Related Claims	40
12.11.	Retention of Causes of Action/Reservation of Rights	41
12.12.	Avoidance Actions	41
ARTICLE XIII. RETENTION OF JURISDICTION		41
ARTICLE XIV. MISCELLANEOUS PROVISIONS		43
14.1.	Exemption from Certain Transfer Taxes	43
14.2.	Disallowance of Existing Securities Law Claims	43
14.3.	Retiree Benefits and Pension Plans	43
14.4.	Dissolution of Committee	44
14.5.	Termination of Professionals	44
14.6.	Access	44
14.7.	Amendments	44
14.8.	Revocation or Withdrawal of this Plan	45
14.9.	Confirmation Order	45
14.10.	Severability	45
14.11.	Governing Law	45
14.12.	Section 1125(e) of the Bankruptcy Code	45
14.13.	Time	46
14.14.	Notices	46
14.15.	Payment of Statutory Fees	46
14.16.	Reservation of Rights	46

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EXHIBITS

EXHIBIT A	List of Debtors
EXHIBIT B	Amended HSA Agreement
EXHIBIT C	Amended Senior Secured Note Indenture
EXHIBIT D	CPR Agreement
EXHIBIT E	Credit Agreement
EXHIBIT F	New Stockholders Agreement
EXHIBIT G	Amended Certificates of Incorporation of Reorganized Debtors
EXHIBIT H	Amended By-laws of Reorganized Debtors
EXHIBIT I	Post-Effective Date Directors and Officers

iv

PLAN SCHEDULES

Schedule 10.1	Schedule of Rejected Contracts and Leases
Schedule 10.4	Cure Schedule

v

INTRODUCTION

Ampex Corporation (“Ampex”) and the other debtors and debtors-in-possession in the above-captioned cases, as set forth on Exhibit A hereto, propose the following joint plan of reorganization for the resolution of the outstanding Claims¹ against and Interests in the Debtors. Reference is made to the Disclosure Statement (as filed contemporaneously herewith) for a discussion of the Debtors’ history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and certain related matters including, among other things, certain tax matters, and the securities and other consideration to be issued and/or distributed under this Plan. Subject to certain restrictions and requirements set forth in 11 U.S.C. § 1127 and Fed. R. Bankr. P. 3019 and Sections 14.6 and 14.7 of this Plan, the Debtors reserve the right to alter, amend, modify, revoke or withdraw this Plan prior to its substantial consummation.

The only Persons that are entitled to vote on this Plan are holders of Senior Secured Note Claims, Hillside Secured Claims, and General Unsecured Claims. Such Persons are encouraged to read the Plan and the Disclosure Statement and their respective exhibits and schedules in their entirety before voting to accept or reject the Plan. No materials other than the Disclosure Statement and the respective schedules and exhibits attached thereto and referenced therein, and approved by the Bankruptcy Court have been authorized by the Bankruptcy Court for use in soliciting acceptances or rejections of the Plan.

ARTICLE I.

DEFINITIONS AND INTERPRETATION

A. Definitions.

The following terms shall have the meanings set forth below (such meanings to be equally applicable to both the singular and plural):

1.1. Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Reorganization Cases of the kind specified in section 503(b) of the Bankruptcy Code and entitled to priority pursuant to section 507(a)(2) or 507(b) of the Bankruptcy Code (other than a Fee Claim) for the period from the Commencement Date to the Effective Date, including, without limitation, any actual and necessary costs and expenses of preserving the Estates, any actual and necessary costs and expenses of operating the Debtors’ business, any indebtedness or obligations incurred or assumed by the Debtors during the Reorganization Cases.

1.2. Allowed Claim or Allowed [            ] Claim or Allowed [            ] Interest (with respect to a specific type of Claim or Interest, if specified) means: (a) any Claim against or Interest in (or a portion thereof) a Debtor as to which no action to dispute, deny, equitably subordinate or otherwise limit recovery with respect thereto has been sought within the applicable period of limitation fixed by applicable law; or (b) any Claim or Interest or portion thereof that is allowed (i) in any contract, instrument, indenture or other agreement entered into in connection with the Plan, (ii) pursuant to the terms of the Plan, (iii) by Final Order of the Bankruptcy Court, or (iv) with respect to an Administrative Expense Claim only (x) that was incurred by a Debtor in the ordinary course of business during the Reorganization Cases to the extent due and owing without defense, offset, recoupment or counterclaim of any kind, and (y) that is not otherwise disputed.

¹ All capitalized terms used but not defined herein shall have the meanings set forth in Article I herein.

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1.3. Amended HSA Agreement means that certain amended and restated HSA Agreement, dated as of [            , 2008], by and among Hillside, Ampex and SHI. A substantially final form of the Amended HSA Agreement is annexed hereto as Exhibit B.

1.4. Amended Senior Secured Note Indenture means that certain Amended and Restated Indenture dated as of [            , 2008], between Ampex Corporation and U.S. Bank, National Association, as Trustee thereunder, pursuant to which Reorganized Ampex will issue the Amended Senior Secured Notes. A substantially final form of the Amended Senior Secured Note Indenture is annexed hereto as Exhibit C, which form may be changed with the consent of the Consenting Holders.

1.5. Amended Senior Secured Notes means those certain 12.0% senior notes due [            ], 2009, issued by Reorganized Ampex under the Amended Senior Secured Note Indenture.

1.6. Assets means all of the right, title and interest of the Debtors in and to property of whatever type or nature (real, personal, mixed, intellectual, tangible or intangible).

1.7. Ballot means the form or forms distributed to holders of impaired Claims entitled to vote on the Plan on which is to be indicated the acceptance or rejection of the Plan.

1.8. Bankruptcy Code means title 11 of the United States Code, as amended from time to time, as applicable to the Reorganization Cases.

1.9. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York, or any other court exercising competent jurisdiction over the Reorganization Cases or any proceeding therein.

1.10. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as amended from time to time, applicable to the Reorganization Cases, and any Local Rules of the Bankruptcy Court.

1.11. Bar Date means any deadline for filing proofs of Claim against the Debtors that arose on or prior to the Commencement Date, as established by an order of the Bankruptcy Court or the Plan.

1.12. Business Day means any day other than a Saturday, Sunday, or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).

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1.13. Cash means the legal currency of the United States and equivalents thereof.

1.14. Causes of Action means any and all actions, causes of action, suits, accounts, controversies, agreements, promises, rights to legal remedies, rights to equitable remedies, rights to payment, and Claims, whether known or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, unsecured and whether asserted or assertable directly or derivatively, in law, equity or otherwise.

1.15. Charging Lien means any Lien or other priority in payment to which the Indenture Trustee is entitled under the terms of the Indenture to assert against distributions to be made to holders of Senior Secured Note Claims.

1.16. Claim means “claim” as defined in section 101(5) of the Bankruptcy Code.

1.17. Class means a category of Claims or Interests pursuant to section 1123(a)(1) of the Bankruptcy Code, and as set forth in Article IV of this Plan.

1.18. Collateral means any property or interest in property of the Debtors subject to a Lien to secure the payment or performance of a Claim.

1.19. Commencement Date means March 30, 2008.

1.20. Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on the docket.

1.21. Confirmation Hearing means a hearing to be held by the Bankruptcy Court regarding confirmation of this Plan, as such hearing may be adjourned or continued from time to time.

1.22. Confirmation Order means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

1.23. Consenting Holders means Hillside and those holders of Senior Secured Note Claims that are party to the Plan Support Agreement, dated March 30, 2008, as amended.

1.24. CPR Administrator means any entity designated as such by the Debtors with Hillside’s consent.

1.25. CPR Administrator Rights Notice means a written notice of the Distribution Rights to which the holder is entitled under the CPR Agreement and the Plan.

1.26. CPR Agreement means an agreement by and between Reorganized Ampex and the CPR Administrator, pursuant to which CPR Distributions will be made, a substantially final form of which is annexed hereto as Exhibit D, which form may be changed with the consent of Hillside.

1.27. CPR Distributions means any payments made pursuant to the CPR Agreement.

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1.28. Credit Agreement means that certain secured credit agreement between Reorganized Ampex, as borrower, the other Reorganized Debtors, as guarantors, and Hillside, as lender, in substantially similar form as annexed to this Plan as Exhibit E, which form may be changed with the consent of the Consenting Holders.

1.29. Creditors’ Committee means the statutory committee of unsecured creditors that that was appointed in the Reorganization Cases on April 16, 2008, in accordance with section 1102 of the Bankruptcy Code, as the same may be reconstituted from time to time.

1.30. Cure Amount has the meaning set forth in Section 10.4(a) of this Plan.

1.31. Cure Dispute has the meaning set forth in Section 10.4(c) of this Plan.

1.32. Cure Schedule has the meaning set forth in Section 10.4(b) of this Plan.

1.33. Debtors means Ampex and each of its affiliated debtors and debtors in possession in the Reorganization Cases, as set forth on Exhibit A hereto.

1.34. Disallowed means a finding of the Bankruptcy Court or such other court of competent jurisdiction, a Final Order, or provision in the Plan providing that a Disputed Claim or Interest, as the case may be, shall not be Allowed.

1.35. Disbursing Agent means any entity designated as such by the Debtors or Reorganized Ampex.

1.36. Disclosure Statement means the disclosure statement that relates to this Plan, as such disclosure statement may be amended, modified, or supplemented (including all exhibits and schedules annexed thereto or referred to therein).

1.37. Disclosure Statement Hearing means a hearing (which may also be the Confirmation Hearing) held by the Bankruptcy Court to consider approval of the Disclosure Statement as containing adequate information as required by section 1125 of the Bankruptcy Code, as the same may be adjourned or continued from time to time.

1.38. Disputed Claim means any Claim that is not an Allowed Claim as of the relevant date.

1.39. Disputed Existing Common Stock Interests means any Existing Common Stock Interest: (a) that is not an Allowed Interest as of the relevant date; (b) the holder of which cannot be located by the Debtors, Reorganized Debtors or Disbursing Agent at any of the addresses set forth in Section 8.9 herein; (c) the holder of which notifies the CPR Administrator in writing within 10 days of the CPR Administrator Rights Notice that there is an error in the calculation of its Pro Rata Percentage of the CPR Distributions; or (d) the holder of which has not surrendered cancelled Common Stock certificates or other instruments evidencing its Existing Common Stock or affidavit of loss and indemnity satisfactory to the CPR Administrator, as further described in the CPR Agreement.

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1.40. Distribution Record Date means (a) in respect of the Hillside Secured Claim and the Hillside Unsecured Deficiency Claim, the Senior Secured Note Claims and Existing Common Stock Interests, the Confirmation Date, or (b) in all other cases, such other date as shall be established by the Bankruptcy Court in the Confirmation Order.

1.41. Distribution Rights means a right to receive a Pro Rata Percentage of CPR Distributions pursuant to the CPR Agreement.

1.42. Effective Date means the first Business Day on which all conditions to the Effective Date set forth in Section 11.2 of this Plan have been satisfied or waived.

1.43. Election General Unsecured Claim means a General Unsecured Claim on account of which the holder thereof has elected to receive a Lump Sum Cash Payment pursuant to Section 5.5 of this Plan.

1.44. Environmental Claim means a Claim against a Debtor relating to or arising out of environmental laws of the United States or any state, city or municipality, including, without limitation, (a) a Claim for control group liability under Comprehensive Environmental Response, Compensation, and Liability Act, or any other applicable law, and (b) a Claim related to asbestos.

1.45. Estate means each estate created in the Reorganization Cases pursuant to section 541 of the Bankruptcy Code.

1.46. Estimated General Unsecured Claim means any General Unsecured Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code for purposes of allowance.

1.47. Existing Common Stock means the common stock of Ampex Corporation, including any outstanding and treasury common stock.

1.48. Existing Common Stock Interest means shares of outstanding common stock of Ampex Corporation.

1.49. Existing Securities Law Claim means any Claim against a Debtor, whether or not the subject of an existing lawsuit, (a) arising from rescission of a purchase or sale of any securities of any Debtor or an affiliate of any Debtor, (b) for damages arising from the purchase or sale of any such security, (c) for violations of the securities laws, misrepresentations, or any similar Claims, including, to the extent related to the foregoing or otherwise subject to subordination under section 510(b) of the Bankruptcy Code, any attorneys’ fees, other charges, or costs incurred on account of the foregoing Claims, or (d) except as otherwise provided for in this Plan, for reimbursement, contribution, or indemnification allowed under section 502 of the Bankruptcy Code on account of any such Claim, including (i) any prepetition indemnification, reimbursement or contribution obligations of the Debtors relating to officers and directors holding such positions prior to the Commencement Date pursuant to the Debtors’ corporate charters, by-laws, agreements entered into any time prior to the Commencement Date, or otherwise, and relating to Claims otherwise included in the foregoing clauses (a) through (c), and (ii) Claims based upon allegations that the Debtors made false and misleading statements or engaged in other deceptive acts in connection with the sale of securities.

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1.50. Fee Claim means a Claim by a Professional Person for compensation, indemnification or reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b) or 1103(a) of the Bankruptcy Code in connection with the Reorganization Cases.

1.51. Final Order means an order, ruling or judgment that (a) is in full force and effect, (b) is not stayed, and (c) is no longer subject to review, reversal, modification or amendment, by appeal or writ of certiorari; provided, however, that the possibility that a motion under Rule 50 or 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Civil Procedure or Bankruptcy Rules, may be filed relating to such order, ruling or judgment shall not cause such order, ruling or judgment not to be a Final Order.

1.52. General Unsecured Claim means any Claim against a Debtor, other than: (a) an Existing Securities Law Claim; (b) a Secured Claim; (c) an Intercompany Claim; (d) an Administrative Expense Claim; (e) a Fee Claim; (f) a Priority Tax Claim; (g) a Priority Non-Tax Claim; and (h) a Claim on account of any guaranty or similar obligation of the Debtors relating to the foregoing types of Claims identified in this Section 1.52(a)-(g). General Unsecured Claims include, but are not limited to (u) the Hillside Unsecured Deficiency Claims, (v) Claims related to or arising from termination of the SERP, (w) Claims relating to or arising out of environmental laws of the United States or any state, city or municipality, (x) Claims related to or arising from the rejection of an executory contract or unexpired lease during the Reorganization Cases, (y) any other deficiency claims (except as otherwise ordered by the Bankruptcy Court), and (z) Claims (except as set forth in the preceding sentence) based on or arising out of acts, conduct or events occurring prior to the Commencement Date, whether or not such transaction occurred in the ordinary course of the Debtors’ businesses, and whether or not a lawsuit based on the incident or occurrence was filed prior to the Commencement Date.

1.53. Hillside means Hillside Capital Incorporated and its affiliates.

1.54. Hillside Notes means those notes issued by Ampex to Hillside pursuant to the HSA Agreement.

1.55. Hillside Secured Claim means any Secured Claim against a Debtor arising out of a Hillside Note.

1.56. Hillside Unsecured Deficiency Claim means any Claim arising out of the Hillside Notes or otherwise, other than a Hillside Secured Claim, which Claims shall be deemed Allowed in the aggregate amount of $41.7 million.

1.57. HSA Agreement means that certain agreement, as amended, dated as of December 1, 1994, by and among Hillside, Ampex and SHI.

1.58. Indenture means that certain Indenture dated as of February 28, 2002, between Ampex Corporation and U.S. Bank, National Association, as successor trustee to State Street Bank and Trust Company, as supplemented or amended, pursuant to which Ampex issued the Senior Secured Notes.

1.59. Indenture Trustee means the indenture trustee, solely in its capacity as such, pursuant to the Indenture.

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1.60. Intercompany Claim means any Claim, cause or action, remedy or Administrative Expense Claim asserted by a Debtor against another Debtor.

1.61. Interest means the interest of any holder of an equity security in any Debtor, whether or not represented by any issued and outstanding share of Existing Common Stock, or other instrument evidencing a present ownership interest in any Debtor, whether or not transferable, or any option, warrant, or right, contractual or otherwise, to acquire any such interest, including Existing Common Stock.

1.62. Lien has the meaning set forth in section 101(37) of the Bankruptcy Code.

1.63. Lump Sum Cash Payment means, with respect to any Allowed General Unsecured Claim, the greater of: (a) the Unsecured Claim Distribution Value up to a maximum payment of $5,000, or (b) seven percent (7%) of the Allowed amount of such General Unsecured Claim.

1.64. New Common Stock means the 40,000 shares of Class A Common Stock, par value $0.01, of Reorganized Ampex, to be authorized and issued by Reorganized Ampex in connection with the implementation of this Plan.

1.65. New Preferred Stock means any blank-check preferred stock that is authorized to be issued by Reorganized Ampex as of the Effective Date.

1.66. New Stockholders Agreement means that certain stockholders agreement to be entered into under the terms of this Plan as of the Effective Date by and among Reorganized Ampex and all holders of the New Common Stock, substantially in the form of Exhibit F attached to this Plan.

1.67. Non-Election General Unsecured Claim means a General Unsecured Claim on account of which the holder has not elected to receive a Lump Sum Cash Payment pursuant to Section 5.5 of this Plan.

1.68. Other Existing Interests means any Interests in the Debtors other than Existing Common Stock, including, but not limited to, any warrants, options, or rights to receive or purchase shares of Existing Common Stock and any preferred shares authorized to be issued by Ampex.

1.69. Other Secured Claim means any Secured Claim against a Debtor other than (a) a Hillside Secured Claim, and (b) a Senior Secured Note Claim.

1.70. PBGC Agreement means that certain agreement dated November 22, 1994, by and among the Pension Benefit Guaranty Corporation, Ampex, Hillside Capital Incorporated and SHI, among other parties.

1.71. Pension Plans mean the Ampex Corporation Employees’ Retirement Plan and the Quantegy Media Corporation Retirement Plan.

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1.72. Person means any individual, corporation, partnership, association, indenture trustee, limited liability company, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, Interest holder, or any other entity or organization.

1.73. Plan means this chapter 11 plan of reorganization proposed by the Debtors, including, without limitation, the exhibits and schedules hereto, as the same may be amended or modified from time to time in accordance with the provisions of the Bankruptcy Code and the terms hereof.

1.74. Plan Consideration means, with respect to a Class or holder of Claims or Interests entitled to distribution under this Plan, one or more of Cash, Amended Senior Secured Notes, shares of New Common Stock, or Distribution Rights as applicable.

1.75. Plan Distribution means the payment or distribution under the Plan of any Plan Consideration to the holder of an Allowed Claim or Allowed Interest.

1.76. Plan Documents means the documents other than this Plan, each in form and substance reasonably satisfactory to the Consenting Holders, to be executed, delivered, assumed, and/or performed in conjunction with the consummation of this Plan on the Effective Date, including, without limitation, the Amended HSA Agreement, the Amended Senior Secured Note Indenture, the Amended Senior Secured Notes, the Credit Agreement, the CPR Agreement, the Amended Certificates of Incorporation of the Reorganized Debtors and the Amended By-laws of the Reorganized Debtors.

1.77. Plan Securities means, collectively, the Amended Senior Secured Notes, the New Common Stock, and the New Preferred Stock.

1.78. Plan Supplement means the supplemental appendix to this Plan, to be filed contemporaneously with the Plan and Disclosure Statement, or as soon thereafter as reasonably practicable but in no event less than five (5) Business Days prior to the commencement of the Confirmation Hearing, which will contain, among other things, draft forms or signed copies, as the case may be, of the Plan Documents.

1.79. Priority Non-Tax Claim means any Claim against the Debtors, other than an Administrative Expense Claim, a Fee Claim and a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

1.80. Priority Tax Claim means any Claim of a governmental unit (as defined in section 101(27) of the Bankruptcy Code) against the Debtors of the kind entitled to priority in payment under section 507(a)(8) of the Bankruptcy Code.

1.81. Professional Person(s) means all Persons retained by order of the Bankruptcy Court in connection with the Reorganization Case, pursuant to sections 327, 328, 330 or 1103 of the Bankruptcy Code, excluding any ordinary course professionals retained pursuant to order of the Bankruptcy Court.

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1.82. Pro Rata Percentage means with reference to any distribution to holders of Existing Common Stock Interests, a distribution equal in amount to the ratio (expressed as a percentage) of the number of shares of Existing Common Stock held by the holder in question divided by the aggregate number of all outstanding shares of Existing Common Stock as of the date immediately prior to the Effective Date.

1.83. Pro Rata Share means: (a) with reference to any distribution on account of an Allowed Claim in a Class other than Class 5, a distribution equal in amount to the ratio (expressed as a percentage) that the amount of such Allowed Claim bears to the aggregate amount of all Allowed Claims in such Class; and (b) with reference to any distribution on account of an Allowed Non-Election General Unsecured Claim in Class 5, a distribution of a number of shares of New Common Stock equal in amount to the ratio (expressed as a percentage) that the amount of such Allowed Claim bears to (i) the aggregate amount of all Allowed Non-Election General Unsecured Claims, plus (ii) the aggregate amount of all Disputed Non-Election General Unsecured Claims, plus (iii) the aggregate amount of all Estimated Non-Election General Unsecured Claims.

1.84. Quarterly Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within thirty (30) days of the end of a calendar quarter, then the first Quarterly Distribution Date will be the last Business Day of the month following the end of the first calendar quarter after the calendar quarter in which the Effective Date falls.

1.85. Recovery Rate means, with respect to Claims in Class 5, the ratio (expressed as a percentage) that the amount of Total Equity Value bears to the aggregate amount of (a) all Allowed General Unsecured Claims, plus (b) all Disputed General Unsecured Claims, plus (c) all Estimated General Unsecured Claims.

1.86. Released Parties means, collectively: (a) the Debtors’ and their non-debtor affiliates and subsidiaries’ directors, officers, employees, agents, members, shareholders, advisors and professionals (including any attorneys, financial advisors, investment bankers, and other professionals retained by such persons), each solely in their capacity as such, and to the extent such Persons occupied such positions at any time on or after the Commencement Date; (b) the Creditors’ Committee, and its members, advisors and professionals (including any attorneys, financial advisors, investment bankers and other professionals retained by such persons), each solely in their capacity as such; (c) each Consenting Holder and its current and former officers, partners, directors, employees, agents, members, shareholders, advisors and professionals (including any attorneys, financial advisors, investment bankers and other professionals retained by such persons), each solely in their capacity as such; (d) the Indenture Trustee and its current and former officers, partners, directors, employees, agents, members, shareholders, advisors and professionals (including any attorneys, financial advisors, investment bankers and other professionals retained by such persons), each solely in their capacity as such; (e) the holders of the Senior Secured Notes and their current and former officers, partners, directors, employees, agents, members, shareholders, advisors and professionals (including any attorneys, financial advisors, investment bankers and other professionals retained by such persons), each solely in their capacity as such; (f) the CPR Administrator and its current and former officers, partners, directors, employees, agents, members, shareholders, advisors and professionals (including any

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attorneys, financial advisors, and other professionals retained by such persons), each solely in their capacity as such; and (g) the Disbursing Agent and its current and former officers, partners, directors, employees, agents, members, shareholders, advisors and professionals (including any attorneys, financial advisors, and other professionals retained by such persons), each solely in their capacity as such.

1.87. Reorganized Ampex means Ampex on or after the Effective Date.

1.88. Reorganization Cases means the jointly-administered cases under chapter 11 of the Bankruptcy Code commenced by the Debtors on the Commencement Date in the Bankruptcy Court and styled In re Ampex Corporation, et al., No. 08-11094 (AJG) (Jointly Administered).

1.89. Reorganized Debtor means each Debtor on and after the Effective Date.

1.90. Schedule of Rejected Contracts and Leases means a schedule of the contracts and leases to be rejected pursuant to section 365 of the Bankruptcy Code and Section 10.1 of this Plan, which shall be filed by the Debtors at least five (5) Business Days prior to the start of the Confirmation Hearing, as such schedule may be amended from time to time on or before the Effective Date.

1.91. Secured Claim means a Claim against a Debtor (a) that is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with section 506(a) of the Bankruptcy Code, or (b) to the extent that the holder thereof has a valid right of setoff pursuant to section 553 of the Bankruptcy Code, and limited to the value thereof.

1.92. Senior Secured Note means those certain 12.0% Senior Notes due August 15, 2008, issued by Ampex Corporation under the Indenture.

1.93. Senior Secured Note Claim means a Claim (excluding Existing Securities Law Claims) against a Debtor arising pursuant to a Senior Secured Note, including (a) consistent with section 506(b) of the Bankruptcy Code, all accrued but unpaid interest through the Effective Date, (b) fees, and (c) expenses.

1.94. Senior Secured Note Claim Distribution means (a) Cash in an aggregate amount equal to 50% of the Allowed Senior Secured Note Claims (i.e., $3,453,182.40), plus (b) Amended Senior Secured Notes, issued pursuant to the Amended Senior Secured Note Indenture substantially in the form annexed hereto as Exhibit C, in aggregate principal amount equal to 50% of the Allowed Senior Secured Note Claims (i.e., $3,453,182.40).

1.95. SERP means, collectively: (a) that certain Ampex Corporation Early Retirement Supplemental Benefit Plan I, effective January 2, 1982; (b) that certain Ampex Corporation Early Retirement Supplement Benefit Plan II, effective January 1, 1983; (c) that certain Supplemental Retirement Plan, dated as of June 27, 1967; (d) that certain Supplemental Retirement Income Plan, effective August 26, 1969, as amended through September 3, 1985; and (e) that certain Signal Supplemental Benefit Plan.

1.96. SHI means Sherborne Holdings Incorporated and its affiliates.

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1.97. Subsidiary means any corporation, association or other business entity of which at least the majority of the securities or other ownership interest is owned or controlled by a Debtor and/or one or more subsidiaries of the Debtor.

1.98. Total Equity Value means the total value, as of the Effective Date, of the New Common Stock of Reorganized Ampex.

1.99. Tranche A Loan means that certain loan deemed made pursuant to Section 2.01(a) of the Credit Agreement.

1.100. Tranche A Loan Obligations means those certain obligations of the Reorganized Debtors under the Credit Agreement in connection with the Tranche A Loan.

1.101. Unsecured Claim Distribution means all shares of the New Common Stock issued by Reorganized Ampex pursuant to this Plan, equal in value to the Total Equity Value less the aggregate of all Lump Sum Cash Payments made hereunder.

1.102. Unsecured Claim Distribution Value means, with respect to any General Unsecured Claim, the product of (a) the Recovery Rate, and (b) the amount of such General Unsecured Claim.

1.103. U.S. Trustee Fees means fees arising under 28 U.S.C. § 1930(a)(6) or accrued interest thereon arising under 31 U.S.C. § 3717.

B. Interpretation; Application of Definitions and Rules of Construction.

Unless otherwise specified, all section or exhibit references in this Plan are to the respective section in, or exhibit to, this Plan. The words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to this Plan as a whole and not to any particular section, subsection, or clause contained therein. Any capitalized term used herein that is not defined herein shall have the meaning assigned to that term in the Bankruptcy Code. Except for the rules of construction contained in sections 102(5) and 102(8) of the Bankruptcy Code, which shall not apply, the rules of construction contained in section 102 of the Bankruptcy Code shall apply to the construction of the Plan. Any reference in this Plan to a contract, instrument, release, indenture, or other agreement or documents being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions, and any reference in this Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified, or supplemented. The headings in this Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof. To the extent there is an inconsistency between any of the provisions of this Plan and any of the provisions contained in the Plan Documents to be entered into as of the Effective Date, the Plan Documents shall control.

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C. Appendices and Plan Documents.

All Plan Documents and appendices to the Plan are incorporated into the Plan by reference and are a part of the Plan as if set forth in full herein. Holders of Claims and Interests may inspect a copy of the Plan Documents, once filed, in the Office of the Clerk of the Bankruptcy Court during normal business hours, or obtain a copy of the Plan Documents by a written request sent to the following address:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention:     Matthew A. Feldman, Esq.

                      Rachel C. Strickland, Esq.

Telephone:    (212) 728-8000

ARTICLE II.

RESOLUTION OF CERTAIN INTER-CREDITOR AND INTER-DEBTOR ISSUES

2.1. Settlement of Certain Inter-Creditor Issues.

The treatment of Claims against and Interests in the Debtors under this Plan represents, among other things, the settlement and compromise of certain inter-creditor disputes.

2.2. Substantive Consolidation of Debtors for Purposes of Voting, Confirmation and Distribution.

(a) This Plan provides for substantive consolidation of the Debtors’ Estates, but solely for purposes of voting, confirmation, and making distributions to the holders of Allowed Claims and Allowed Interests under this Plan. On the Effective Date: (a) all guarantees of any Debtor of the payment, performance or collection of another Debtor with respect to Claims against such Debtor shall be deemed eliminated and cancelled; (b) any obligation of any Debtor and all guarantees by a Debtor with respect to Claims thereof executed by one or more of the other Debtors shall be treated as a single obligation; (c) each Claim against any Debtor shall be deemed to be against the consolidated Debtors and shall be deemed a single Claim against, and a single obligation of, the consolidated Debtors; and (d) all Intercompany Claims shall be deemed eliminated as a result of the substantive consolidation of the Debtors, and therefore holders thereof shall not be entitled to vote on the Plan, or receive any Plan Distribution or other allocations of value. On the Effective Date, and in accordance with the terms of this Plan and the consolidation of the assets and liabilities of the Debtors, all Claims based upon guarantees of collection, payment, or performance made by a Debtor as to the obligation of another Debtor shall be released and of no further force and effect. Except as set forth in this Section 2.2, such substantive consolidation shall not (other than for purposes related to this Plan) (a) affect the legal and corporate structure of the Reorganized Debtors, or (b) affect any obligations under any leases or contracts assumed in this Plan or otherwise after the Commencement Date.

(b) Notwithstanding the substantive consolidation of the Estates for the purposes set forth in Section 2.2(a) herein, each Reorganized Debtor shall pay all U.S. Trustee Fee Claims on all disbursements, including Plan Distributions and disbursements in and outside of the ordinary course of business, until the entry of a Final Decree in its Reorganization Case, dismissal of its Reorganization Case, or conversion of its Reorganization Case to a case under chapter 7 of the Bankruptcy Code.

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2.3. Claims Between Debtors and Non-Debtor Affiliates.

Any Claim against a Debtor held by its non-Debtor affiliate, and any Claim held by a Debtor against its non-Debtor affiliate, shall survive unimpaired and unaffected by entry of the Confirmation Order and the Effective Date, irrespective of whether such Claim is owed for a transaction or event occurring before or after the Commencement Date.

2.4. Limitations of Plan Distributions to Equity Interests.

No Plan Distributions shall be made on account of any Interests in any Debtor regardless of whether such Interests are held by a Person which is not a Debtor; provided, however, that any Debtor that owns Interests in another Debtor shall retain such Interests. As part of the settlement and compromises set forth herein, holders of Allowed Existing Common Stock Interests that do not object to confirmation of the Plan will receive Distribution Rights, as set forth in Section 5.6 herein.

ARTICLE III.

ADMINISTRATIVE EXPENSE CLAIMS,

FEE CLAIMS, U.S. TRUSTEE FEES AND PRIORITY TAX CLAIMS

All Claims and Interests, except Administrative Expense Claims, Fee Claims, U.S. Trustee Fees and Priority Tax Claims, are placed in the Classes set forth in Article IV below. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, Fee Claims, U.S. Trustee Fees and Priority Tax Claims of the Debtors have not been classified, and the holders thereof are not entitled to vote on this Plan. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes.

3.1. Administrative Expense Claims.

(a) Time for Filing Administrative Expense Claims.

The holder of an Administrative Expense Claim, other than the holder of:

(i) a Fee Claim;

(ii) an Administrative Expense Claim that has been Allowed on or before the Effective Date;

(iii) an Administrative Expense Claim for an expense or liability incurred and payable in the ordinary course of business by a Debtor on or after the Effective Date;

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(iv) an Administrative Expense Claim on account of fees and expenses incurred on or after the Commencement Date by ordinary course professionals retained by the Debtors pursuant to an order of the Bankruptcy Court;

(v) Claims for indemnification, contribution, or advancement of expenses pursuant to (A) any Debtor’s certificate of incorporation, by-laws, or similar organizational document or (B) any indemnification or contribution agreement approved by the Bankruptcy Court;

(vi) an Administrative Expense Claim arising, in the ordinary course of business, out of the employment by one or more Debtors of an individual from and after the Commencement Date of a type (or pursuant to an employee benefit plan or program) approved by the Bankruptcy Court; or

(vii)  statutory fees of the United States Trustee arising under 28 U.S.C. § 1930, and interest thereon arising under 31 U.S.C. § 3717.

must file with the Bankruptcy Court and serve on the Debtors, the Creditors’ Committee and the Office of the United States Trustee, proof of such Administrative Expense Claim within thirty (30) days after the Effective Date (the “Administrative Bar Date”). Such proof of Administrative Expense Claim must include at a minimum (i) the name of each Debtor that is purported to be liable for the Administrative Expense Claim, (ii) the name of the holder of the Administrative Expense Claim, (iii) the amount of the Administrative Expense Claim, (iv) the basis of the Administrative Expense Claim, and (v) supporting documentation for the Administrative Expense Claim. FAILURE TO FILE AND SERVE SUCH PROOF OF ADMINISTRATIVE EXPENSE CLAIM TIMELY AND PROPERLY SHALL RESULT IN THE ADMINISTRATIVE EXPENSE CLAIM BEING FOREVER BARRED AND DISCHARGED.

(b) Treatment of Administrative Expense Claims.

Except to the extent that a holder of an Allowed Administrative Expense Claim agrees to a different treatment, on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is thirty (30) calendar days after the date an Administrative Expense Claim becomes an Allowed Claim, the holder of such Allowed Administrative Expense Claim shall receive Cash in an amount equal to such Allowed Claim; provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by the Debtors, as debtors in possession, shall be paid by the Debtors in the ordinary course of business with the consent of the Consenting Holders, consistent with past practice and in accordance with the terms and subject to the conditions of any orders or agreements governing, instruments evidencing, or other documents relating to, such transactions.

3.2. Fee Claims.

(a) Time for Filing Fee Claims.

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All Professional Persons seeking allowance by the Bankruptcy Court of a Fee Claim shall file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred no later than forty-five (45) days after the Effective Date. FAILURE TO FILE AND SERVE SUCH FEE APPLICATION TIMELY AND PROPERLY SHALL RESULT IN THE FEE CLAIM BEING FOREVER BARRED AND DISCHARGED.

Objections to Fee Claims, if any, must be filed and served pursuant to the procedures set forth in the Confirmation Order no later than sixty-five (65) days after the Effective Date or such other date as established by the Bankruptcy Court.

(b) Treatment of Fee Claims.

A Fee Claim in respect of which a final fee application has been properly filed and served pursuant to Section 3.2(a) shall be payable to the extent approved by order of the Bankruptcy Court. On the Effective Date, to the extent known, the Debtors shall reserve and hold in a segregated account Cash in an amount equal to all accrued but unpaid Fee Claims as of the Effective Date, which Cash shall be disbursed solely to the holders of Allowed Fee Claims with the remainder to be reserved until all Allowed Fee Claims have been paid in full or all remaining Fee Claims have been disallowed by Final Order.

(c) Indenture Trustee Fees.

The provisions of this Section 3.2 shall not apply to Fee Claims of the Indenture Trustee, which instead are governed by Section 7.7 of this Plan.

3.3. U.S. Trustee Fees.

On the Effective Date or as soon as practicable thereafter, the Debtors shall pay all U.S. Trustee Fees that are due and owing on the Effective Date, including those statutory fees arising under 28 U.S.C. § 1930(a)(6) and accrued interest under 31 U.S.C. § 3717.

3.4. Priority Tax Claims.

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to less favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, in the Debtors’ discretion and with the consent of the Consenting Holders, either (a) on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is thirty (30) calendar days after the date a Priority Tax Claim becomes an Allowed Claim, Cash in an amount equal to such Claim, or (b) deferred Cash payments following the Effective Date, over a period ending not later than five (5) years after the Commencement Date, in an aggregate amount equal to the Allowed amount of such Priority Tax Claim; provided, however, that, all Allowed Priority Tax Claims that are not due and payable on or before the Effective Date shall be paid in the ordinary course of business as such obligations become due.

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ARTICLE IV.

CLASSIFICATION OF CLAIMS AND INTERESTS

4.1. Classification of Claims and Interests.

The following table designates the Classes of Claims against and Interests in the Debtors, and specifies which Classes are (a) impaired or unimpaired by this Plan, (b) entitled to vote to accept or reject this Plan in accordance with section 1126 of the Bankruptcy Code, or (c) deemed to accept or reject this Plan.

Class	Designation	Impairment	Entitled to Vote
Class 1	Priority Non-Tax Claims	Unimpaired	No (deemed to accept)
Class 2	Senior Secured Note Claims	Impaired	Yes
Class 3	Other Secured Claims	Unimpaired	No (deemed to accept)
Class 4	Hillside Secured Claim	Impaired	Yes
Class 5	General Unsecured Claims	Impaired	Yes
Class 6	Existing Common Stock Interests	Impaired	No (deemed to reject)
Class 7	Existing Securities Laws Claims	Impaired	No (deemed to reject)
Class 8	Other Existing Interests	Impaired	No (deemed to reject)

4.2. Unimpaired Classes of Claims and Interests.

The following Classes of Claims are unimpaired and, therefore, deemed to have accepted this Plan and are not entitled to vote on this Plan under section 1126(f) of the Bankruptcy Code.

(a) Class 1: Class 1 consists of all Allowed Non-Tax Priority Claims.

(b) Class 3: Class 3 consists of all Allowed Other Secured Claims.

4.3. Impaired Classes of Claims.

(a) The following Classes of Claims are impaired and are entitled to vote on this Plan.

(i) Class 2: Class 2 consists of all Allowed Senior Secured Note Claims.

(ii) Class 4: Class 4 consists of the Allowed Hillside Secured Claim.

(iii) Class 5: Class 5 consists of all Allowed General Unsecured Claims.

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(b) The following Classes of Interests are impaired and deemed to have rejected this Plan and, therefore, are not entitled to vote on this Plan under section 1126(g) of the Bankruptcy Code.

(i) Class 6: Class 6 consists of all Existing Common Stock Interests.

(ii) Class 7: Class 7 consists of all Existing Securities Laws Claims.

(iii) Class 8: Class 8 consists of all Other Existing Interests.

4.4. Separate Classification of Other Secured Claims.

Although all Other Secured Claims against the Debtors have been placed in one category for purposes of nomenclature, each such Other Secured Claim, to the extent secured by Liens or security interests separate than those Liens or security interests securing other Other Secured Claims, shall be treated as being in a separate Class from such other Other Secured Claims for purposes of voting on the Plan and receiving Plan Distributions.

ARTICLE V.

TREATMENT OF CLAIMS AND INTERESTS

5.1. Priority Non-Tax Claims (Class 1).

(a) Treatment: The legal, equitable and contractual rights of the holders of Class 1 Claims are unaltered by this Plan. Except to the extent that a holder of an Allowed Priority Non-Tax Claim agrees to less favorable treatment, on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is thirty (30) calendar days after the date a Priority Non-Tax Claim becomes an Allowed Claim, the holder of such Allowed Priority Non-Tax Claim shall receive Cash in an amount equal to such Claim.

(b) Voting: In accordance with section 1126(f) of the Bankruptcy Code, the holders of Allowed Priority Non-Tax Claims are conclusively presumed to accept this Plan and the votes of such holders will not be solicited with respect to such Allowed Priority Non-Tax Claims.

5.2. Senior Secured Note Claims (Class 2).

(a) Allowance: Assuming the Effective Date is August 8, 2008, the Allowed Senior Secured Note Claim shall equal $7,186,255.44; provided, however, that the Allowed Senior Secured Note Claim will increase based on a per diem rate of $2,265.53 per day if the Effective Date occurs after August 8, 2008.

(b) Treatment: On the Effective Date, except to the extent that a holder of a Senior Secured Note Claim agrees to a different treatment, the holder of such Senior Secured Note Claim shall be entitled to receive, in full and final satisfaction of such Senior Secured Note Claim, its Pro Rata Share of the Senior Secured Note Claim Distribution.

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(c) Voting: The Senior Secured Note Claims are impaired Claims, and holders of such Claims are entitled to vote to accept or reject the Plan. The vote of the holders of the Senior Secured Note Claims will be solicited with respect to the Senior Secured Note Claims.

5.3. Other Secured Claims (Class 3).

(a) Treatment: The legal, equitable and contractual rights of the holders of Class 3 Claims are unaltered by this Plan. Except to the extent that a holder of an Allowed Other Secured Claim agrees to a different treatment, on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is thirty (30) calendar days after the date an Other Secured Claim becomes an Allowed Claim, the holder of such Allowed Other Secured Claim shall receive, at the election of the Debtors: (i) Cash in an amount equal to such Claim; or (ii) such other treatment such that it will not be impaired pursuant to section 1124 of the Bankruptcy Code; provided, however, that Class 3 Claims incurred by a Debtor in the ordinary course of business may be paid in the ordinary course of business in accordance with the terms and conditions of any agreements relating thereto, in the discretion of the applicable Debtor or Reorganized Debtor and with the consent of the Consenting Holders, without further notice to or order of the Bankruptcy Court. Each holder of an Allowed Other Secured Claim shall retain the Liens securing its Allowed Other Secured Claim as of the Effective Date until full and final payment of such Allowed Other Secured Claim is made as provided herein. On the full payment or other satisfaction of such obligations, the Liens securing such Allowed Other Secured Claim shall be deemed released, terminated and extinguished, in each case without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule or the vote, consent, authorization or approval of any Person.

(b) Voting: In accordance with section 1126(f) of the Bankruptcy Code, the holders of Allowed Other Secured Claims are conclusively presumed to accept this Plan and the votes of such holders will not be solicited with respect to such Allowed Other Secured Claims.

5.4. Hillside Secured Claim (Class 4).

(a) Allowance: On the Effective Date, the Hillside Secured Claim shall be deemed an Allowed Claim in the amount of $11,000,000.00, for the purposes of the Plan and these Reorganization Cases.

(b) Treatment: On the Effective Date, in full and final satisfaction of the Hillside Secured Claim, the Reorganized Debtors shall incur the Tranche A Loan Obligations in the aggregate original principal amount of $10,500,000.00.

(c) Voting: The Hillside Secured Claim is an impaired Claim, and Hillside is entitled to vote to accept or reject the Plan and the vote of Hillside will be solicited with respect to the Hillside Secured Claim.

5.5. General Unsecured Claims (Class 5).

(a) Allowance: On the Effective Date, the Hillside Unsecured Deficiency Claim shall be deemed an Allowed General Unsecured Claim in the amount of $41.7 million, for the purposes of the Plan and these Reorganization Cases.

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(b) Treatment:

(i) Except to the extent that a holder of an Allowed General Unsecured Claim agrees to different treatment (including, without limitation, the treatment set forth in section 5.5(b)(ii) below), the holder of such Allowed General Unsecured Claim shall be entitled to receive, in full and final satisfaction of such General Unsecured Claim, its Pro Rata Share of the Unsecured Claim Distribution. Distributions of New Common Stock shall be made on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is 30 calendar days after the date a General Unsecured Claim becomes an Allowed Claim; provided, however, that distributions of New Common Stock to holders of Allowed General Unsecured Claims who (A) have duly executed and delivered the New Stockholders Agreement, or (B) pursuant to the terms of the New Stockholders Agreement, have been deemed to have executed the New Stockholders Agreement, on or prior to the Effective Date, shall be made on the Effective Date.

(ii) Subject to the occurrence of the Effective Date, each holder of an Allowed General Unsecured Claim (other than Hillside) may elect, on such holder’s ballot for voting on the Plan, to receive its applicable Lump Sum Cash Payment in lieu of any distribution such holder would otherwise have been entitled to receive pursuant to Section 5.5(b)(i) of this Plan, in full and final satisfaction of any and all Plan Distributions to be made on account of such holder’s Allowed General Unsecured Claim.

(c) Voting: The General Unsecured Claims are impaired Claims, and the holders of Allowed General Unsecured Claims are entitled to vote to accept or reject the Plan. The votes of holders of Class 5 Claims will be solicited with respect to such Allowed General Unsecured Claims.

5.6. Existing Common Stock Interests (Class 6).

(a) Treatment: Shares of Existing Common Stock shall be cancelled and holders of Existing Common Stock Interests shall not be entitled to any distribution under the Plan; provided, however, that, as part of the settlement and compromise embodied herein, each holder of an Existing Common Stock Interest that does not object to confirmation of this Plan shall, within 10 Business Days of the CPR Administrator’s receipt of the Initial Company Notice (as defined in the CPR Agreement), receive a CPR Administrator Rights Notice setting forth such holder’s right to receive its Pro Rata Percentage of the CPR Distributions, subject to the terms and conditions of the CPR Agreement.

(b) Voting: In accordance with section 1126(g) of the Bankruptcy Code, the holders of Existing Common Stock Interests are conclusively presumed to reject this Plan. The votes of such holders will not be solicited with respect to such Interests.

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5.7. Existing Securities Laws Claims (Class 7).

(a) Treatment: Holders of Existing Securities Laws Claims shall not receive or retain any distribution under this Plan on account of such Existing Securities Laws Claims.

(b) Voting: In accordance with section 1126(g) of the Bankruptcy Code, the holders of Existing Securities Laws Claims are conclusively presumed to reject this Plan and the votes of such holders will not be solicited with respect to such Existing Securities Laws Claims.

5.8. Other Existing Interests (Class 8).

(a) Treatment: All Other Existing Interests shall be cancelled, provided, however, that any Debtor that owns Other Existing Interests in another Debtor shall retain such Other Existing Interests. Holders of Other Existing Interests shall not receive or retain any distribution under this Plan on account of such Other Existing Interests.

(b) Voting: In accordance with section 1126(g) of the Bankruptcy Code, the holders of Other Existing Interests are conclusively presumed to reject this Plan and the votes of such holders will not be solicited with respect to such Other Existing Interests.

ARTICLE VI.

ACCEPTANCE OR REJECTION OF

THE PLAN; EFFECT OF REJECTION BY ONE

OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS

6.1. Class Acceptance Requirement.

A Class of Claims shall have accepted the Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Allowed Claims in such Class that have voted on the Plan. A Class of Interests shall have accepted the Plan if it is accepted by holders of at least two-thirds (2/3) of the Interests in such Class that actually vote on the Plan.

6.2. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code or “Cramdown”.

Because certain Classes are deemed to have rejected this Plan, the Debtors will request confirmation of this Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke or withdraw this Plan or any Plan Document in order to satisfy the requirements of section 1129(b) of the Bankruptcy Code, if necessary.

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6.3. Elimination of Vacant Classes.

Any Class of Claims or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

6.4. Voting Classes.

If a Class contains Claims or Interests eligible to vote and no holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be deemed accepted by the holders of such Claims or Interests in such Class.

6.5. Confirmation of All Cases.

Except as otherwise specified herein, the Plan shall not be deemed to have been confirmed unless and until the Plan has been confirmed as to each of the Debtors; provided, however, that the Debtors, in their sole discretion and with the consent of the Consenting Holders, may at any time waive this Section 6.5.

ARTICLE VII.

MEANS FOR IMPLEMENTATION

7.1. Continued Corporate Existence and Vesting of Assets in Reorganized Debtors.

(a) Except as otherwise provided in this Plan, the Debtors shall continue to exist after the Effective Date as Reorganized Debtors, for the purposes of satisfying their obligations under the Plan and the continuation of their businesses. On or after the Effective Date, each Reorganized Debtor, in its sole and exclusive discretion, may take such action as permitted by applicable law and the Reorganized Debtor’s organizational documents, as such Reorganized Debtor may determine is reasonable and appropriate, including, but not limited to, causing (a) a Reorganized Debtor to be merged into another Reorganized Debtor, or its Subsidiary and/or affiliate, (b) a Reorganized Debtor to be dissolved, (c) the legal name of a Reorganized Debtor to be changed, or (d) the closure of a Reorganized Debtor’s case on the Effective Date or any time thereafter.

(b) Except as otherwise provided in this Plan, on and after the Effective Date, all property of the Estates of the Debtors, including all claims, rights and causes of action and any property acquired by the Debtors under or in connection with this Plan, shall vest in each respective Reorganized Debtor free and clear of all Claims, Liens, charges, other encumbrances and Interests. Subject to Section 7.1(a) hereof, on and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and prosecute, compromise or settle any Claims (including any Administrative Expense Claims) and causes of action without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly imposed by this Plan or the Confirmation Order; provided, further, that the

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Reorganized Debtors shall consult with Hillside in their prosecution, compromise and settlement of any Claims. Without limiting the foregoing, the Reorganized Debtors may pay the charges that they incur on or after the Effective Date for Professional Persons’ fees, disbursements, expenses or related support services without application to the Bankruptcy Court.

7.2. Plan Documents.

On the Effective Date, or as soon thereafter as reasonably practicable, the Reorganized Debtors shall be authorized to enter into, file, execute and/or deliver each of the Plan Documents and any other agreement or instrument issued in connection with any Plan Document without the necessity of any further court, corporate, board or shareholder action or approval.

7.3. Cancellation of Existing Securities and Agreements.

(a) Except for the purpose of evidencing a right to distribution under this Plan, and except as otherwise set forth herein, on the Effective Date all agreements, instruments, and other documents evidencing any Claim or Interest, and any rights of the holder in respect thereof, shall be deemed cancelled, discharged and of no force or effect; provided, however, that this Section 7.3(a) shall not apply to the HSA Agreement.

(b) Notwithstanding Section 7.3(a) hereof, the applicable provisions of the Indenture shall continue in effect solely for the purposes of permitting the Indenture Trustee to: (i) make the distributions to be made to holders of Allowed Senior Secured Note Claims, as contemplated by Article V of this Plan; and (ii) maintain any rights and Charging Liens the Indenture Trustee may have for any fees, costs, expenses, and indemnification under the Indenture or other agreements until all such fees, costs, and expenses are paid pursuant to Section 7.7 of this Plan; provided, however, that such rights and Liens are limited to the distributions, if any, to the holders of the Allowed Senior Secured Note Claims. The holders of or parties to such cancelled (or converted, as applicable) instruments, securities and other documentation will have no rights arising from or relating to such instruments, securities and other documentation or the cancellation (or conversion, as applicable) thereof, except the rights provided pursuant to this Plan.

7.4. Officers and Boards of Directors.

(a) On the Effective Date, the boards of directors of the Reorganized Debtors shall consist of those individuals identified on Exhibit I hereto. Except as set forth herein, the members of the board of directors of each Debtor prior to the Effective Date, in their capacities as such, shall have no continuing obligations to the Reorganized Debtors on or after the Effective Date. Following the occurrence of the Effective Date, the board of directors of each Reorganized Debtor may be replaced by such individuals as are selected in accordance with the organizational documents of such Reorganized Debtor.

(b) On the Effective Date, the officers of the Reorganized Debtors shall consist of those individuals identified on Exhibit I hereto. The compensation arrangement for any insider of the Debtors that shall be an officer of a Reorganized Debtor is set forth on Exhibit I hereto.

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7.5. Corporate Action.

(a) On the Effective Date, the certificate of incorporation and by-laws of each Debtor shall be amended and restated in substantially the forms set forth in the Plan Supplement.

(b) Any action under the Plan to be taken by or required of the Debtors, including, without limitation, the adoption or amendment of certificates of incorporation and by-laws or the issuance of securities and instruments, shall be authorized and approved in all respects, without any requirement of further action by any of the Debtors’ board of directors.

(c) The Debtors shall be authorized to execute, deliver, file, and record such documents, contracts, instruments, releases and other agreements and take such other action as may be necessary to effectuate and further evidence the terms and conditions of the Plan. On the Effective Date, the New Common Stock will be transferred to the Disbursing Agent and the Disbursing Agent will hold the New Common Stock until distributions of same are made.

7.6. Authorization of Plan Securities.

On the Effective Date, the Debtors are authorized to issue or cause to be issued the Plan Securities in accordance with the terms of this Plan, without the need for any further corporate or shareholder action.

7.7. Rights of the Indenture Trustee.

(a) In full satisfaction of Allowed Fee Claims of the Indenture Trustee for compensation and reimbursement of expenses arising under Section 8.07 of the Indenture (an “Allowed Indenture Trustee Fee Claim”), including to the extent such Allowed Trustee Fee Claims are secured by any Charging Liens under the Indenture, which for the avoidance of doubt, are preserved under the Plan, on the first Quarterly Distribution Date the Disbursing Agent will distribute to the Indenture Trustee, Cash equal to the amount of (i) the Allowed Trustee Fee Claims submitted to the Debtors, the Consenting Holders, and the Creditors’ Committee, for fees and expenses arising under Section 8.07 of the Indenture, through the Confirmation Date, and (ii) any Allowed Indenture Trustee Fee Claims incurred between the Confirmation Date and the Effective Date, provided, however, that no distribution shall be payable hereunder with respect to Claims to which the Debtors, the Consenting Holders, or the Creditors’ Committee shall have objected within the later of (x) three (3) Business Days prior to the Effective Date, and (y) twenty (20) days of receipt of the request for payment.

(b) As a condition to receiving payment thereof, each holder of an Indenture Trustee Fee Claim shall deliver to the Debtors, the Consenting Holders, or the Creditors’ Committee written copies of invoices in respect of such claims, with narrative descriptions of the services rendered (including appropriate redactions to preserve privileged matters) and itemization of expenses incurred in such detail and with such supporting documentation as is reasonably requested by the Debtors, the Consenting Holders, or the Creditors’ Committee. An Indenture Trustee Fee Claim shall be deemed Allowed except to the extent the Debtors, the Consenting Holders, or the Creditors’ Committee timely objects. If the Debtors, the Consenting Holders, or the Creditors’ Committee timely objects to the request for payment of any Indenture Trustee Fee Claim, the undisputed amount of any Indenture Trustee Fee Claims with respect to

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which such objection(s) are pending shall be Allowed and paid by the Disbursing Agent on the first Quarterly Distribution Date or as soon thereafter as any such Indenture Trustee Fee Claims are Allowed. The Disbursing Agent shall not be required to make any payments with respect to the disputed portion of an Indenture Trustee Fee Claim as to which the Debtors, the Consenting Holders, or the Creditors’ Committee has objected until resolved by the objector(s) or determined by the Bankruptcy Court. In the event such objector(s) are unable to resolve a dispute as to an Indenture Trustee Fee Claim, the Indenture Trustee may, in its sole discretion, elect to (i) submit any such dispute to the Bankruptcy Court for resolution by application requesting payment of the disputed portion of the Indenture Trustee Fee Claims in accordance with the reasonableness standard (and not subject to the requirements of sections 503(b)(3) and (4) of the Bankruptcy Code, which shall not apply) or (ii) assert its Charging Lien (to the extent such Lien exists under the Indenture) to obtain payment of a disputed portion of the Indenture Trustee Fee Claim in lieu of Bankruptcy Court resolution described in subsection (i).

(c) Nothing herein shall be deemed to impair, extinguish or negatively impact the Charging Liens.

7.8. Issuance/Delivery of New Common Stock.

On the Effective Date, Reorganized Ampex will be authorized to issue the New Common Stock. On the Effective Date or as soon thereafter as reasonably practicable, Reorganized Ampex will issue or cause to be delivered to the Disbursing Agent for distribution in accordance with the terms of the Plan, the New Common Stock; provided, however, that Reorganized Ampex will not issue New Common Stock on behalf of Disputed General Unsecured Claims unless and until such Claims are Allowed in accordance with Section 9.2 of this Plan. Upon issuance, the New Common Stock will be held by the Disbursing Agent, in a segregated trust account or accounts, pending allocation and distribution by the Disbursing Agent to all Persons entitled to receive such New Common Stock pursuant to and in accordance with the terms of this Plan.

Certificates of New Common Stock shall bear a legend restricting the sale, transfer, assignment or other disposal of such shares, which restrictions are more fully set forth in the New Stockholders Agreement and the Amended Certificate of Incorporation of Reorganized Ampex. Certificates of New Common Stock issued to Restricted Foreign Holders (as defined in the Amended Certificate of Incorporation of Reorganized Ampex) shall also bear a legend notifying holders of such shares of New Common Stock that such holder’s voting rights may be nullified in the event of an inquiry or determination by the U.S. Department of Defense regarding foreign ownership of Reorganized Ampex and its possible effects on national security.

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ARTICLE VIII.

DISTRIBUTIONS

8.1. Distributions.

The Disbursing Agent shall make all Plan Distributions and the CPR Administrator shall distribute all Distribution Rights to the appropriate holders of such Claims or Interests or, in the case of the Senior Secured Note Claim Distribution, the Indenture Trustee. The Indenture Trustee shall deliver such distributions to the holders of the Senior Secured Note Claims in accordance with the provisions of the Plan and the terms of the Indenture or any other governing agreement. Notwithstanding the provisions of Section 7.3 above regarding the cancellation of the Indenture, the Indenture shall continue in effect to the extent necessary to allow the Indenture Trustee to receive and make distributions pursuant to the Plan on account of the Senior Secured Note Claims.

All Plan Distributions and distributions of Distribution Rights shall be made free and clear of all Liens, Claims and encumbrances, other than, in the case of the Senior Secured Note Claim Distribution, the Charging Liens.

8.2. No Postpetition Interest on Claims.

Unless otherwise specifically provided for in this Plan or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest shall not accrue or be paid on any Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Commencement Date on any Claim; provided, however, that this Section 8.2 shall not apply to Senior Secured Note Claims, on which postpetition interest shall accrue.

8.3. Date of Distributions.

Unless otherwise provided herein, any distributions and deliveries to be made hereunder shall be made on the Effective Date or as soon thereafter as is practicable, provided that the Debtors may utilize periodic distribution dates to the extent appropriate, provided further that any Plan Distributions to (a) holders of Allowed Senior Secured Note Claims, and (b) holders of Allowed Non-Election General Unsecured Claims that have duly executed and delivered the New Stockholders Agreement, shall be made on the Effective Date. Plan Distributions to holders of Allowed General Unsecured Claims that elect to receive a Lump Sump Cash Payment shall be made on the Effective Date, or as soon as practicable thereafter. In the event that any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on or as soon as reasonably practicable after the next succeeding Business Day, but shall be deemed to have been completed as of the required date.

8.4. Distribution Record Date.

As of the close of business on the applicable Distribution Record Date, the various transfer and claims registers for each of the Classes of Claims or Interests as maintained by the Debtors, their respective agents, or the Indenture Trustee shall be deemed closed, and there shall be no further changes in the record holders of any of the Claims or Interests. The Debtors shall have no obligation to recognize any transfer of Claims or Interests occurring after the close of business on the applicable Distribution Record Date. Additionally, with respect to payment of any Cure Amounts or any Cure Disputes in connection with the assumption and/or assignment of the Debtors’ executory contracts and leases, the Debtors shall have no obligation to recognize or deal with any party other than the non-Debtor party to the underlying executory contract or lease, even if such non-Debtor party has sold, assigned or otherwise transferred its

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Claim for a Cure Amount. The Debtors and the Indenture Trustee shall be entitled to recognize and deal for all purposes hereunder only with those record holders stated on the transfer ledgers as of the close of business on the applicable Distribution Record Date, to the extent applicable.

8.5. Disbursing Agent and CPR Administrator.

All distributions under this Plan initially shall be made by the Debtors or the Disbursing Agent on and/or after the Effective Date as provided herein. The CPR Administrator shall distribute CPR Administrator Rights Notices to eligible holders setting forth such holders’ Distribution Rights. Neither the CPR Administrator nor a Reorganized Debtor acting as Disbursing Agent shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. If the Disbursing Agent is not the CPR Administrator or one of the Reorganized Debtors, such entity shall obtain a bond or surety for the performance of its duties, and all costs and expenses of procuring any such bond or surety shall be borne by the Debtors or Reorganized Debtors.

8.6. Surrender of Cancelled Instruments or Securities.

As a condition precedent to any holder of a Senior Secured Note Claim receiving any Plan Distribution on account of an Allowed Senior Secured Note Claim, unless waived in writing by the Reorganized Debtors, the Indenture Trustee shall certify in writing to the Reorganized Debtors that (a) the holder of such Senior Secured Note Claim has properly tendered the Senior Secured Note(s) to be cancelled pursuant to this Plan in accordance with a letter of transmittal to be provided to such holders by the Disbursing Agent on the Effective Date or as promptly as practicable, which letter of transmittal will include customary provisions with respect to the authority of the holder of such Senior Secured Note(s) to act and the authenticity of any signatures required thereon, and (b) such Senior Secured Note has been marked as cancelled. Such certification of the Indenture Trustee shall be in form and substance reasonably satisfactory to the Reorganized Debtors and shall be distributed by the Disbursing Agent promptly after the Effective Date (a “Trustee Certification”).

All questions as to the validity, form, eligibility (including time of receipt), and acceptance of a Trustee Certification will be resolved by the Disbursing Agent, whose determination shall be final and binding, subject only to review by the Bankruptcy Court upon application with due notice to any affected parties in interest.

Any Plan Distributions and any Cash to be distributed pursuant to the Plan on account of any such Senior Secured Note Claim shall, pending such certification by the Indenture Trustee, be treated as an undeliverable distribution pursuant to Section 8.9.

8.7. Failure to Surrender Cancelled Instruments.

Unless a Trustee Certification certifying that a holder of a Senior Secured Note Claim has surrendered, or is deemed to have surrendered, its Senior Secured Note(s) required to be tendered is received by the Disbursing Agent within one year after the Effective Date, such holder of a Senior Secured Note Claim shall have its Claim for a distribution pursuant to the Plan on account of such Claim discharged and shall be forever barred from asserting any such Claim against the Debtors or their property. In such cases, any distribution on account of such Claim or Interest shall be disposed of pursuant to the provisions set forth below in Section 8.8.

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8.8. Lost, Stolen, Mutilated or Destroyed Debt Securities.

In addition to any requirements under the Indenture, or any related agreement, a Trustee Certification must be submitted to the Disbursing Agent regarding any document evidencing a Senior Secured Note Claim that has been lost, stolen, mutilated or destroyed, which Trustee Certification shall state that, in lieu of surrendering such certificate or security, the holder of such Senior Secured Note has provided evidence reasonably satisfactory to the Indenture Trustee of the loss, theft, mutilation or destruction. In addition, such holder must also provide such security or indemnity as may be required by the Reorganized Debtors, or the Disbursing Agent to hold such entities harmless from any damages, liabilities or costs incurred in treating such individual as a holder of an Allowed Claim. Upon compliance with this Section 8.8 by a holder of a Claim, such holder shall, for all purposes under the Plan, be deemed to have surrendered such security. Any holder for a Senior Secured Note Claim for which a Trustee Certification in compliance with Sections 8.6 and 8.8 hereof is not received by the Reorganized Debtors or the Disbursing Agent, or, if required, fails to execute and deliver security or indemnity reasonably satisfactory to the Reorganized Debtors or the Disbursing Agent before the one year anniversary of the Effective Date shall be deemed to have forfeited all Claims on account of such Senior Secured Notes and may not participate in any distribution under the Plan in respect of such Claims. Any distribution so forfeited shall become the sole and exclusive property of the Reorganized Debtors.

8.9. Delivery of Distribution.

(a) On or immediately after the Effective Date, the Reorganized Debtors or the Disbursing Agent will issue, or cause to be issued, and authenticate, as applicable, the applicable Plan Consideration, and subject to Bankruptcy Rule 9010, unless otherwise provided herein, make all distributions to any holder of an Allowed Claim at (a) the address of such holder on the books and records of the Debtors or their agents, (b) at the address in any written notice of address change delivered to the Debtors or the Disbursing Agent, including any addresses included on any filed proofs of Claim or Interest, or (c) in the case of a holder of a Senior Secured Note Claim, at the address in the Indenture Trustee’s official records. In the event that any distribution to any holder is returned as undeliverable, no distribution to such holder shall be made unless and until the Disbursing Agent has been notified of the then current address of such holder, at which time or as soon as reasonably practicable thereafter such distribution shall be made to such holder without interest, provided, however, such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of the later of one year from (a) the Effective Date and (b) the date such holder’s Claim or Interest is Allowed.

(b) The CPR Administrator shall make all distributions to any eligible holder of an Allowed Existing Common Stock Interest at the address set forth in the Rights Registry (as defined in the CPR Agreement) and as updated in accordance with the terms of the CPR Agreement.

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8.10. Unclaimed Property.

One year from the later of (a) the Effective Date, and (b) the date a Claim or Interest is first Allowed, all unclaimed property or interests in property shall revert to the Reorganized Debtors, and the Claim or Interest of any other holder to such property or interest in property shall be discharged and forever barred. The Reorganized Debtors and the Disbursing Agent shall have no obligation to attempt to locate any holder of an Allowed Claim other than by reviewing the Debtors’ books and records, proofs of Claim or Interest filed against the Debtors, properly completed Letters of Transmittal, and in the case of holders of Senior Secured Note Claims, the official records of the Indenture Trustee. The CPR Administrator shall have no obligation to attempt to locate any holder of an Allowed Existing Common Stock Interest (or its Permitted Transferee, as defined in the CPR Agreement) other than by reviewing the Rights Registry (as defined in the CPR Agreement).

8.11. Satisfaction of Claims and Interests.

Unless otherwise provided herein, any distributions and deliveries to be made on account of Allowed Claims and Allowed Interests hereunder shall be in complete settlement, satisfaction and discharge of such Allowed Claims and Allowed Interests.

8.12. Manner of Payment Under Plan.

Except as specifically provided herein, at the option of the Debtors, any Cash payment to be made hereunder may be made by a check or wire transfer or as otherwise required or provided in applicable agreements or customary practices of the Debtors.

8.13. Fractional Shares.

No fractional shares of New Common Stock or Cash shall be distributed. For purposes of distribution, fractional shares of New Common Stock or Cash shall be rounded down to the next whole number or zero, as applicable. Neither the Reorganized Debtors nor the Disbursing Agent shall have any obligation to make a distribution that is less than one (1) share of New Common Stock or $10.00 in Cash. Fractional shares of New Common Stock shares that are not distributed in accordance with this Section 8.13 shall be returned to the Reorganized Debtors and cancelled.

8.14. No Distribution in Excess of Amount of Allowed Claim.

Notwithstanding anything to the contrary herein, no holder of an Allowed Claim shall, on account of such Allowed Claim, receive a Plan Distribution (of a value set forth herein) in excess of the Allowed amount of such Claim plus postpetition interest on such Claim, to the extent provided in Section 8.2 herein.

8.15. Exemption from Securities Laws.

The issuance of the Plan Securities pursuant to this Plan shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code to the maximum extent permitted thereunder, and the Plan Securities may be resold by the holders thereof without restriction,

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except to the extent that any such holder is deemed to be an “underwriter” as defined in section 1145(b)(1) of the Bankruptcy Code. Failure of the Plan Securities to be deemed exempt under section 1145 of the Bankruptcy Code or any other applicable U.S. federal securities laws exemption shall not be a condition to occurrence of the Effective Date of the Plan. For the avoidance of doubt, the CPR Administrator Rights Notices and the Distributions Rights do not constitute securities as defined in 11 U.S.C. § 101(49) and are not being issued pursuant to section 1145 of the Bankruptcy Code.

8.16. Setoffs and Recoupments.

Each Debtor or Reorganized Debtor, or such entity’s designee as instructed by such Debtor or Reorganized Debtor, may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, setoff and/or recoup against any Allowed Claim (other than an Allowed Claim held by a Consenting Holder) or Allowed Interest, and the distributions to be made pursuant to this Plan on account of such Allowed Claim (other than an Allowed Claim held by a Consenting Holder) or Allowed Interest, any and all claims, rights and Causes of Action that the Debtor, the Reorganized Debtor or their successors may hold against the holder of such Allowed Claim or Allowed Interest; provided, however, that neither the failure to effect a setoff or recoupment nor the allowance of any Claim or Allowed Interest hereunder will constitute a waiver or release by the Debtor, the Reorganized Debtor or their successors of any and all claims, rights and Causes of Action that the Debtor, the Reorganized Debtor or their successors may possess against such holder.

8.17. Rights and Powers of Disbursing Agent.

(a) Powers of the Disbursing Agent. The Disbursing Agent shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under this Plan, (ii) make all distributions contemplated hereby, (iii) employ professionals to represent it with respect to its responsibilities, and (iv) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court (including any order issued after the Effective Date), pursuant to this Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

(b) Expenses Incurred On or After the Effective Date. Except as otherwise ordered by the Bankruptcy Court, and subject to the written agreement of the Reorganized Debtors, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including, without limitation, taxes) and any reasonable compensation and expense reimbursement Claims (including, without limitation, reasonable attorney and other professional fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

8.18. Withholding and Reporting Requirements.

In connection with this Plan and all distributions thereunder, the Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all Plan Distributions hereunder shall be subject to any such withholding and reporting requirements. The Debtors shall be authorized to take any and all

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actions that may be necessary or appropriate to comply with such withholding and reporting requirements, including, without limitation, liquidating a portion of any Plan Distribution to generate sufficient funds to pay applicable withholding taxes or establishing any other mechanisms the Debtors or the Disbursing Agent believe are reasonable and appropriate, including requiring a holder of a Claim to submit appropriate tax and withholding certifications. Notwithstanding any other provision of this Plan, (a) each holder of an Allowed Claim or Allowed Interest that is to receive a distribution under this Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations on account of such distribution, and (b) no Plan Distributions shall be required to be made to or on behalf of such holder pursuant to this Plan unless and until such holder has made arrangements satisfactory to the Reorganized Debtors for the payment and satisfaction of such tax obligations or has, to the Reorganized Debtors’ satisfaction, established an exemption therefrom.

8.19. Hart-Scott Rodino Antitrust Improvements Act.

Any New Common Stock to be distributed under the Plan to an entity required to file a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall not be distributed until the notification and waiting periods applicable under such Act to such entity shall have expired or been terminated. In the event any applicable notification and waiting periods do not expire without objection, the Debtors or their agent shall, in their sole discretion, be entitled to sell such entity’s shares of New Common Stock that were to be distributed under the Plan to such entity, and thereafter shall distribute the proceeds of the sale to such entity.

ARTICLE IX.

PROCEDURES FOR RESOLVING CLAIMS

9.1. Objections to Claims.

Other than with respect to Fee Claims, only the Debtors, the Reorganized Debtors and the Consenting Holders (the “Objecting Parties”) shall be entitled to object to Claims after the Effective Date. Any objections to Claims (other than Fee Claims), which Claims have been filed on or before the Confirmation Date, shall be served and filed on or before the later of: (a) thirty (30) days after the Effective Date; or (b) such other date as may be fixed by the Bankruptcy Court, whether fixed before or after the date specified in clause (a) hereof. Any Claims filed after the Bar Date or Administrative Bar Date, as applicable, shall be deemed disallowed and expunged in their entirety without further order of the Bankruptcy Court or any action being required on the part of any Objecting Party, unless the Person or entity wishing to file such Claim has received prior Bankruptcy Court authority to file such Claim after the Bar Date or the Administrative Bar Date, as applicable. Notwithstanding any authority to the contrary, an objection to a Claim shall be deemed properly served on the claimant if an Objecting Party effects service in any of the following manners: (a) in accordance with Federal Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule 7004; (b) by first class mail, postage prepaid, on the signatory on the proof of claim as well as all other representatives identified in the proof of claim or any attachment thereto; or (c) by first class

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mail, postage prepaid, on any counsel that has appeared on the claimant’s behalf in the Reorganization Cases (so long as such appearance has not been subsequently withdrawn). From and after the Effective Date, any Objecting Party may settle or compromise any Disputed Claim without approval of the Bankruptcy Court.

9.2. Disputed Claims and Interests.

(a) No Distributions Pending Allowance.

Except as provided in this Section 9.2, Disputed Claims and Interests shall not be entitled to any Plan Distributions or Distribution Rights unless and until such Claims or Interests become Allowed Claims or Allowed Interests.

(b) Plan Distributions to Holders of Subsequently Allowed Claims.

On each Quarterly Distribution Date (or such earlier date as determined by the Reorganized Debtors or the Disbursing Agent in their sole discretion but subject to Section 9.2 of this Plan), the Disbursing Agent will make distributions (i) on account of any Disputed Claim that has become an Allowed Claim during the preceding calendar quarter, and (ii) on account of previously Allowed Claims of property that would have been distributed to the holders of such Claims on the dates distributions previously were made to holders of Allowed Claims in such Class had the Disputed Claims that have become Allowed Claims been Allowed on such dates. The Disbursing Agent shall distribute in respect of such newly Allowed Claims the Plan Consideration as to which such Claims would have been entitled under this Plan if such newly Allowed Claims were fully or partially Allowed, as the case may be, on the Effective Date, less direct and actual expenses, fees, or other direct costs of maintaining Plan Consideration on account of such Disputed Claims; provided, however, that no such distributions shall be made on account of any Disputed Claim that has become an Allowed Claim until such time as the Disbursing Agent shall determine that such distribution is practicable.

(c) Distribution Rights Allocable to Disputed Existing Common Stock Interests.

(i) With respect to Disputed Existing Common Stock Interests, the CPR Administrator shall hold (A) all Distribution Rights that would otherwise be allocable under this Plan in respect of Disputed Existing Common Stock Interests if such Interests were Allowed Interests as of the Effective Date, and (B) all CPR Distributions which would otherwise be distributable under the CPR Agreement to the holders of such reserved Distribution Rights.

(ii) To the extent a Disputed Existing Common Stock Interest becomes Allowed in full or in part (in accordance with the procedures set forth herein), the CPR Administrator shall distribute in respect of such newly Allowed Interest, as soon as practicable thereafter, all (A) reserved Distribution Rights to which the holder of such Existing Common Stock Interest would have been entitled if such newly Allowed Interest were fully or partially Allowed, as the case may be,

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on the Effective Date, and (B) reserved CPR Distributions which would have been distributed in respect of such reserved Distribution Rights if such Interest were fully or partially Allowed, as the case may be, on the Effective Date, provided that the CPR Administrator may direct the withholding of distributions of the reserved Distribution Rights or CPR Distributions until any cost or expense associated with maintaining such Distribution Rights accruing after the Effective Date is paid. Notwithstanding any provision herein, no distributions of Distribution Rights or CPR Distributions shall be made to a holder of a Disputed Existing Common Stock Interest that has become an Allowed Interest until such time as the CPR Administrator shall determine that such distribution is practicable.

(d) Distribution of Reserved Plan Consideration Upon Disallowance.

To the extent any Disputed Claim has become Disallowed in full or in part (in accordance with the procedures set forth in the Plan), any Plan Consideration held by the Reorganized Debtors on account of such Disputed Claim shall become the sole and exclusive property of the Reorganized Debtors.

To the extent a Disputed Existing Common Stock Interest becomes Disallowed in whole or in part, any Distribution Rights or CPR Distributions reserved on account of such Disallowed Interest shall become the sole and exclusive property of the Reorganized Debtors, to the extent of such Disallowance.

9.3. Estimation of Claims.

Any Debtor or holder of a Claim may request that the Bankruptcy Court estimate any Claim pursuant to section 502(c) of the Bankruptcy Code for purposes of determining the Allowed amount of such Claim regardless of whether any Objecting Party has previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any Claim for purposes of determining the allowed amount of such Claim at any time. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount will constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, any Objecting Party may elect to pursue any supplemental proceedings to object to any ultimate payment on such Claim. All of the objection, estimation, settlement, and resolution procedures set forth in the Plan are cumulative and not necessarily exclusive of one another.

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ARTICLE X.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

10.1. General Treatment.

As of and subject to the occurrence of the Effective Date and the payment of the applicable Cure Amount, all executory contracts and unexpired leases to which any Debtor is a party shall be deemed assumed, except for any executory contracts or unexpired leases that: (a) previously have been assumed or rejected pursuant to a Final Order of the Bankruptcy Court; (b) are designated specifically or by category as a contract or lease to be rejected on the Schedule of Rejected Contracts and Leases, if any; or (c) are the subject of a separate motion to assume or reject under section 365 of the Bankruptcy Code pending on the Effective Date. As of and subject to the occurrence of the Effective Date, all contracts identified on the Schedule of Rejected Contracts and Leases shall be deemed rejected, which schedule shall be in form and substance reasonably satisfactory to Hillside. Subject to the occurrence of the Effective Date, entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions and rejections pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease assumed pursuant to this Section 10.1 shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, or any order of the Bankruptcy Court authorizing and providing for its assumption or applicable federal law.

10.2. Completion of Non-Assignable Contract.

If the Bankruptcy Court, or another court of competent jurisdiction, determines that a contract is unable to be assumed and/or assumed and assigned pursuant to section 365 of the Bankruptcy Code (a “Non-assignable Contract”), then this Plan shall not constitute any Debtor’s agreement to assign such Non-assignable Contract if such attempted assignment would be unlawful. Notwithstanding any provision herein to the contrary, on the Effective Date, the Debtors shall retain all rights to the Non-assignable Contracts and shall use their reasonable best efforts to obtain any consent, approval or amendment, if any, required to novate, assume and/or assume and assign any Non-assignable Contract.

10.3. Claims Based on Rejection of Executory Contracts or Unexpired Leases.

All Allowed Claims arising from the rejection of executory contracts or unexpired leases, if any, will be treated as General Unsecured Claims, subject to any limitation on allowance of such Claims under section 502(b) of the Bankruptcy Code or otherwise. Except as otherwise ordered by the Bankruptcy Court, in the event that the rejection of an executory contract or unexpired lease by the Debtors pursuant to this Plan results in damages to the other party or parties to such contract or lease, a Claim for such damages shall be forever barred and shall not be enforceable against the Debtors, or their properties or interests in property as agents, successors, or assigns, unless a proof of such Claim has been filed with the Bankruptcy Court and served upon counsel for the Debtors on or before the date, and in the form and manner set forth in the order authorizing the rejection which order may be the Confirmation Order.

10.4. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.

(a) Except to the extent that different treatment has been agreed to by the non-Debtor party or parties to any executory contract or unexpired lease to be assumed pursuant to Section 10.1 of the Plan, any monetary amounts by which each executory contract and unexpired lease to be assumed pursuant to the Plan is in default shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount (the “Cure Amount”) in Cash within thirty (30) days of the Effective Date or on such other less favorable terms to the non-Debtor party as the parties to such executory contracts or unexpired leases may otherwise agree.

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(b) No later than five (5) days prior to the commencement of the Confirmation Hearing, the Debtor shall file a schedule (the “Cure Schedule”) setting forth the Cure Amount, if any, for each executory contract or unexpired lease to be assumed pursuant to Section 10.1 of the Plan. Any party that fails to object to the applicable Cure Amount listed on the Cure Schedule within twenty (20) days of the filing thereof, shall be forever barred, estopped and enjoined from disputing the Cure Amount set forth on the Cure Schedule (including a Cure Amount of $0.00) and/or from asserting any claim against the Debtor arising under section 365(b)(1) of the Bankruptcy Code except as set forth on the Cure Schedule.

(c) In the event of a dispute (each, a “Cure Dispute”) regarding: (i) the Cure Amount; (ii) the ability of the applicable Debtor or Reorganized Debtor to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed; or (iii) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the Cure Dispute and approving the assumption. To the extent a Cure Dispute relates solely to the Cure Amount, the Debtor may assume and/or assume and assign the subject contract prior to resolution of the Cure Dispute provided that the Debtor reserves Cash in an amount sufficient to pay the full amount asserted by the non-Debtor party to the subject contract (or such other amount as may be fixed or estimated by the Bankruptcy Court).

10.5. Indemnification of Directors, Officers and Employees.

For purposes of the Plan, the obligation of a Debtor to indemnify and reimburse any Person or entity serving at any time on or after the Commencement Date as one of its directors, officers or employees by reason of such Person’s or entity’s service in such capacity, or as a director, officer or employee of any other corporation or legal entity, to the extent provided in such Debtor’s constituent documents, a written agreement with the Debtor, in accordance with any applicable law, or any combination of the foregoing, shall survive confirmation of the Plan and the Effective Date, remain unaffected thereby, become an obligation of the Reorganized Debtors, and not be discharged in accordance with section 1141 of the Bankruptcy Code, irrespective of whether indemnification or reimbursement is owed in connection with an event occurring before, on, or after the Commencement Date.

ARTICLE XI.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN

11.1. Conditions Precedent to Confirmation.

Confirmation of this Plan is subject to:

(a) the Disclosure Statement having been approved by the Bankruptcy Court as having adequate information in accordance with section 1125 of the Bankruptcy Code;

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(b) entry of the Confirmation Order in form and substance satisfactory to the Debtors and the Consenting Holders;

(c) the Confirmation Order containing a decretal paragraph that provides that all Claims relating to the SERP shall be discharged on the Effective Date; and

(d) the Confirmation Order shall contain findings or conclusions, as applicable, that:

(i) the CPR Administrator Rights Notices and Distribution Rights do not constitute securities;

(ii) notice of the commencement of the Reorganization Cases and notice of the Confirmation Hearing was sufficient to provide notice of such occurrences to the holders of (A) Claims related to or arising from termination of the SERP, and (B) Environmental Claims;

(iii) Hillside shall not be liable for any Environmental Claims solely as a result of the consummation of the Plan; and

(iv) the SERP does not constitute a retiree plan as used in section 1114 of the Bankruptcy Code.

11.2. Conditions Precedent to the Effective Date.

The occurrence of the Effective Date is subject to:

(a) the Confirmation Order having been entered by the Bankruptcy Court, being in full force and effect and not subject to any stay or injunction, and being in form and substance satisfactory to the Debtors and to the Consenting Holders;

(b) the Plan Documents in form and substance satisfactory to the Consenting Holders being executed and delivered, and any conditions (other than the occurrence of the Effective Date or certification by the Debtors that the Effective Date has occurred) contained therein having been satisfied or waived in accordance therewith;

(c) the amount of the Hillside Unsecured Deficiency Claim shall be equal to or greater than an amount equal to 80% of the aggregate amount of (x) all Non-Election General Unsecured Claims (including the Hillside Unsecured Deficiency Claim) that have not been Disallowed as of the Effective Date plus (y) all Election General Unsecured Claims that are greater than $70,000 that have not been Disallowed as of the Effective Date;

(d) the aggregate amount of Lump Sum Cash Payments to be made on account of the Allowed Election General Unsecured Claims shall not exceed $700,000.

(e) the Debtors having performed their obligations under (i) that certain Stipulation and Interim Order (A) Authorizing Use of Cash Collateral and (B) Finding that Interests of Secured Lenders are Adequately Protected [Docket #39], as approved by the Bankruptcy Court on April 4, 2008, and (ii) any other Order entered by the Bankruptcy Court regarding the Debtors’ use of cash collateral pursuant to section 363 of the Bankruptcy Code; and

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(f) the Debtors obtaining all authorizations, consents and regulatory approvals, if any, required to be obtained, and filing all notices and reports, if any, required to be filed, by the Debtors in connection with this Plan’s effectiveness.

11.3. Waiver of Conditions Precedent and Bankruptcy Rule 3020(e) Automatic Stay.

The Debtors and the Consenting Holders shall have the right to jointly waive one or more of the conditions precedent set forth in Sections 11.1(a)-(b) of this Plan at any time without leave of or notice to the Bankruptcy Court and without formal action other than proceeding with confirmation of the Plan. Hillside shall have the sole right to waive one or more of the conditions precedent set forth in Sections 11.1(c)-(d) of this Plan at any time without leave of or notice to the Bankruptcy Court and without formal action other than proceeding with confirmation of Plan.

The Debtors and the Consenting Holders shall have the right to jointly waive one or more of the conditions precedent set forth in Sections 11.2(a), (b), (e), and (f) of this Plan at any time without leave of or notice to the Bankruptcy Court and without any formal action other than proceeding with consummation of this Plan. Hillside shall have the sole right to waive the condition precedent set forth in Sections 11.2(c) and 11.2(d) of this Plan at any time without leave of or notice to the Bankruptcy Court and without any formal action other than proceeding with confirmation of this Plan. Further, the stay of the Confirmation Order, pursuant to Bankruptcy Rule 3020(e), shall be deemed waived by the Confirmation Order.

If any condition precedent to the Effective Date is waived pursuant to this Section 11.3 and the Effective Date occurs, the waiver of such condition shall benefit from the “mootness doctrine”, and the act of consummation of this Plan shall foreclose any ability to challenge this Plan in any court.

11.4. Effect of Failure of Conditions.

If all of the conditions to effectiveness and the occurrence of the Effective Date have not been satisfied or duly waived on or before the first Business Day that is more than 60 days after the Confirmation Date, or by such later date as set forth by the Debtors in a notice filed with the Bankruptcy Court prior to the expiration of such period, then upon motion by the Debtors made before the time that all of the conditions have been satisfied or duly waived, the Confirmation Order shall be vacated by the Bankruptcy Court; provided, however, that the Debtors must obtain the consent of the Consenting Holders. It is further provided that notwithstanding the filing of such a motion, the Confirmation Order shall not be vacated if all of the conditions to consummation set forth in Section 11.2 of this Plan are either satisfied or duly waived before the Bankruptcy Court enters an order granting the relief requested in such motion. If the Confirmation Order is vacated pursuant to this Section 11.4, this Plan shall be null and void in all respects, and nothing contained in this Plan shall: (a) constitute a waiver or release of any Claims against or Interests in the Debtors; (b) prejudice in any manner the rights of the holder of any Claim or Interest in the Debtors; or (c) constitute an admission, acknowledgment, offer or undertaking by the Debtors or any other entity with respect to any matter set forth in the Plan.

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ARTICLE XII.

EFFECT OF CONFIRMATION

12.1. Binding Effect.

This Plan shall be binding and inure to the benefit of the Debtors, all present and former holders of Claims and Interests, and their respective successors and assigns.

12.2. Vesting of Assets.

On the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property of the Estates shall vest in the Reorganized Debtors, free and clear of all Claims, liens, encumbrances, charges, and other interests, except as provided herein or in the Confirmation Order. The Reorganized Debtors may operate their businesses and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending case under any chapter or provision of the Bankruptcy Code, except as provided herein.

12.3. Discharge of Claims Against and Interests in the Debtors.

Upon the Effective Date and in consideration of the distributions to be made hereunder, except as otherwise provided herein or in the Confirmation Order, each holder (as well as any trustees and agents on behalf of each holder) of a Claim or Interest and any affiliate of such holder shall be deemed to have forever waived, released, and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights, and liabilities that arose prior to the Effective Date. Except as otherwise provided herein, upon the Effective Date, all such holders of Claims and Interests and their affiliates shall be forever precluded and enjoined, pursuant to sections 105, 524, 1141 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against or terminated Interest in the Debtors.

12.4. Term of Pre-Confirmation Injunctions or Stays.

Unless otherwise provided herein, all injunctions or stays arising prior to the Confirmation Date in accordance with sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.

12.5. Injunction Against Interference With Plan.

Upon the entry of the Confirmation Order, all holders of Claims and Interests and other parties in interest, along with their respective present or former affiliates, employees, agents, officers, directors, or principals, shall be enjoined from taking any actions to interfere with the implementation or consummation of this Plan.

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12.6. Injunction.

(a) Except as otherwise provided in this Plan or the Confirmation Order, as of the Confirmation Date, but subject to the occurrence of the Effective Date, all Persons who have held, hold or may hold Claims against or Interests in the Debtors or the Estates are, with respect to any such Claims or Interests, permanently enjoined after the Confirmation Date from: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against or affecting the Debtors, the Reorganized Debtors, the Estates or any of their property, the Consenting Holders, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Persons or any property of any such transferee or successor; (ii) enforcing, levying, attaching (including, without limitation, any pre-judgment attachment), collecting or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree or order against the Debtors, the Reorganized Debtors, or the Estates or any of their property, the Consenting Holders, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Persons, or any property of any such transferee or successor; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance of any kind against the Debtors, the Reorganized Debtors, or the Estates or any of their property, the Consenting Holders or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing Persons; (iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply with the provisions of this Plan to the full extent permitted by applicable law; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of this Plan; provided, however, that nothing contained herein shall preclude such persons from exercising their rights pursuant to and consistent with the terms of this Plan.

(b) By accepting distributions pursuant to this Plan, each holder of an Allowed Claim or Allowed Interest shall be deemed to have specifically consented to the injunctions set forth herein.

12.7. Releases.

(a) Releases by the Debtors. Except as otherwise provided in this Plan or the Confirmation Order, as of the Effective Date, each Debtor, in its individual capacity and as a debtor in possession, shall be deemed to forever release, waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities (other than the rights of the Debtors to enforce this Plan and the contracts, instruments, releases, indentures and other agreements or documents delivered thereunder) whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or in part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the parties released pursuant to this Section 12.7, the Reorganization Cases, this Plan or the Disclosure Statement, and that

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could have been asserted by or on behalf of the Debtors or their Estates, whether directly, indirectly, derivatively or in any representative or any other capacity, against any Released Party; provided, however, that (i) that the releases set forth in this Section 12.7(a) shall not release any Debtor’s claims, rights, or causes of action for money borrowed from or owed to a Debtor or its Subsidiary by any of its directors, officers or former employees as set forth in such Debtors’ or Subsidiary’s books and records, and (ii) in no event shall anything in this Section 12.7(a) be construed as a release of any Person’s fraud, gross negligence or willful misconduct for matters with respect to the Debtors and their Subsidiaries and/or affiliates. No attorney of any Released Party shall be released by the Debtors or the Reorganized Debtors solely to the extent that it would contravene DR 6-102 of the New York Code of Professional Responsibility or similar ethical rules of another jurisdiction which are binding on such attorney.

(b) Releases by Holders of Claims and Interests. Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, all holders of Claims and Interests, in consideration for the obligations of the Debtors under this Plan, the Plan Distributions, the Plan Securities and other contracts, instruments, releases, agreements or documents executed and delivered in connection with this Plan, and each entity (other than a Debtor) that has held, holds or may hold a Claim or Interest, as applicable, will be deemed to have consented to this Plan for all purposes and the restructuring embodied herein and deemed to forever release, waive and discharge all claims, demands, debts, rights, causes of action or liabilities (other than the right to enforce the obligations of any party under this Plan and the contracts, instruments, releases, agreements and documents delivered under or in connection with this Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of this Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or in part on any act or omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganization Cases, this Plan or the Disclosure Statement against any Released Party; provided, however, that in no event shall anything in this Section 12.7(b) be construed as a release of any Person’s fraud or willful misconduct for matters with respect to the Debtors and their Subsidiaries and/or affiliates.

(c) Notwithstanding anything to the contrary contained herein, except to the extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, the releases provided for in this Section 12.7 of the Plan shall not release any non-Debtor entity from any liability arising under (i) the Internal Revenue Code or any state, city or municipal tax code, (ii) the Employee Retirement Income Security Act of 1974, (iii) any criminal laws of the United States or any state, city or municipality, and (iv) federal securities laws of the United States.

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12.8. Exculpation and Limitation of Liability.

None of the Released Parties shall have or incur any liability to any holder of any Claim or Interest for any act or omission in connection with, or arising out of the Debtors’ restructuring, including without limitation the negotiation and execution of this Plan, the Reorganization Cases, the Disclosure Statement, the solicitation of votes for and the pursuit of this Plan, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, including, without limitation, all documents ancillary thereto, all decisions, actions, inactions and alleged negligence or misconduct relating thereto and all prepetition activities leading to the promulgation and confirmation of this Plan except fraud, gross negligence, or willful misconduct as determined by a Final Order of the Bankruptcy Court. The Released Parties shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under this Plan; provided, however, solely to the extent that it would contravene DR 6-102 of the New York Code of Professional Responsibility or any similar ethical rules of another jurisdiction, if binding on an attorney of a Released Party, no attorney of any Released Party shall be released by the Debtors or the Reorganized Debtors.

12.9. Injunction Related to Releases and Exculpation.

The Confirmation Order shall permanently enjoin the commencement or prosecution by any person or entity, whether directly, derivatively or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action or liabilities released pursuant to this Plan, including but not limited to the claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released in Sections 12.7 and 12.8 of this Plan.

12.10. Termination of Subordination Rights and Settlement of Related Claims.

(a) Except as provided herein, the classification and manner of satisfying all Claims and Interests and the respective distributions and treatments under the Plan take into account or conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise, and any and all such rights are settled, compromised and released pursuant to the Plan. The Confirmation Order shall permanently enjoin, effective as of the Effective Date, all Persons and Entities from enforcing or attempting to enforce any such contractual, legal and equitable rights satisfied, compromised and settled pursuant to this Plan.

(b) Pursuant to Bankruptcy Rule 9019 and in consideration of the distributions and other benefits provided under this Plan, the provisions of this Plan will constitute a good faith compromise and settlement of all claims or controversies relating to the subordination rights that a holder of a Claim or Interest may have or any distribution to be made pursuant to this Plan on account of such Claim or Interest. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that such compromise or settlement is in the best interests of the Debtors and their Estates, and holders of Claims and Interests, and is fair, equitable and reasonable.

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12.11. Retention of Causes of Action/Reservation of Rights.

(a) Subject to Section 12.12 hereof, nothing contained in this Plan or the Confirmation Order shall be deemed to be a waiver or the relinquishment of any rights, Claims or Causes of Action that the Debtors may have or may choose to assert on behalf of the Estates or themselves in accordance with any provision of the Bankruptcy Code or any applicable non-bankruptcy law, including, without limitation: (i) any and all Claims against any Person, to the extent such Person asserts a crossclaim, counterclaim, and/or Claim for setoff which seeks affirmative relief against a Debtor or any of its officers, directors, or representatives; (ii) the turnover of any property of the Estates; and/or (iii) Claims against other third parties.

(b) Nothing contained in this Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any Claim, Cause of Action, right of setoff, or other legal or equitable defense that the Debtors had immediately prior to the Commencement Date, against or with respect to any Claim left unimpaired by this Plan as set forth in Section 4.2 of this Plan. The Debtors shall have, retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, or other legal or equitable defenses which the Debtors had immediately prior to the Commencement Date as fully as if the Reorganization Cases had not been commenced, and all of the Debtors’ legal and/or equitable rights respecting any Claim left unimpaired by this Plan may be asserted after the Confirmation Date to the same extent as if the Reorganization Cases had not been commenced.

12.12. Avoidance Actions.

Subject to the occurrence of the Effective Date, neither the Debtors, the Creditors’ Committee, nor any other party in interest shall assert any right, Claim or Cause of Action not asserted by a Debtor prior to the Effective Date and belonging to a Debtor or its Estate against any Person to avoid a transfer under section 544, 547, 548, or 553(b) of the Bankruptcy Code, of any similar state law, provided, however; that nothing herein shall prohibit the Debtors, the Reorganized Debtors, or the Creditors’ Committee from challenging the validity, priority, perfection or extent of any lien, mortgage or security agreement or, subject to Section 9.1 hereof, objecting to any Claim. All such rights, Claims and Causes of Action shall be released and waived by the Debtors and their Estates under the Plan on the Effective Date. Notwithstanding anything to the contrary contained herein, nothing contained in this Plan shall prejudice any rights or defenses the Debtors may have under section 502(d) of the Bankruptcy Code.

ARTICLE XIII.

RETENTION OF JURISDICTION

On and after the Effective Date, the Bankruptcy Court shall retain jurisdiction, pursuant to 28 U.S.C. §§ 1334 and 157, over all matters arising in, arising under, or related to the Reorganization Cases for, among other things, the following purposes:

(a) To hear and determine applications for the assumption or rejection of executory contracts or unexpired leases and the allowance of Claims resulting therefrom;

(b) To determine any motion, adversary proceeding, application, contested matter, and other litigated matter pending on or commenced after the Confirmation Date;

(c) To ensure that distributions to holders of Allowed Claims or Allowed Interests are accomplished as provided herein;

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(d) To consider Claims or the allowance, classification, priority, compromise, estimation, or payment of any Claim, Administrative Expense Claim, or Interest;

(e) To enter, implement, or enforce such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated;

(f) To issue injunctions, enter and implement other orders, and take such other actions as may be necessary or appropriate to restrain interference by any Person with the consummation, implementation, or enforcement of this Plan, the Confirmation Order, or any other order of the Bankruptcy Court;

(g) To hear and determine any application to modify this Plan in accordance with section 1127 of the Bankruptcy Code, to remedy any defect or omission or reconcile any inconsistency in this Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects thereof;

(h) To hear and determine all Fee Claims;

(i) Resolve disputes concerning any reserves with respect to Disputed Claims, Disputed Existing Common Stock Interests, Cure Disputes, or the administration thereof;

(j) To hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Plan, the Confirmation Order, any transactions or payments contemplated hereby, or any agreement, instrument, or other document governing or relating to any of the foregoing;

(k) To take any action and issue such orders, including any such action or orders as may be necessary after occurrence of the Effective Date and/or consummation of the Plan, as may be necessary to construe, enforce, implement, execute, and consummate this Plan, including any release or injunction provisions set forth herein, or to maintain the integrity of this Plan following consummation;

(l) To determine such other matters and for such other purposes as may be provided in the Confirmation Order;

(m) To hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

(n) To hear and determine any other matters related hereto and not inconsistent with the Bankruptcy Code and title 28 of the United States Code;

(o) Resolve any disputes concerning whether a Person or entity had sufficient notice of the Reorganization Cases, the Disclosure Statement Hearing, the Confirmation Hearing, any applicable Bar Date, or the deadline for responding or objecting to a Cure Amount, for the purpose of determining whether a Claim or Interest is discharged hereunder, or for any other purpose;

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(p) To hear any action relating to an assertion of control group liability or environmental liability against Hillside as a result of the Reorganization Cases or the Plan;

(q) To recover all Assets of the Debtors and property of the Estates, wherever located;

(r) To resolve any disputes concerning or arising out of the CPR Agreement; and

(s) To enter a final decree closing the Reorganization Cases.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

14.1. Exemption from Certain Transfer Taxes.

To the fullest extent permitted by applicable law, any transfer or encumbrance of assets or any portion(s) of assets pursuant to, or in furtherance of, or in connection with this Plan shall constitute a “transfer under a plan” within the purview of section 1146(c) of the Bankruptcy Code and shall not be subject to transfer, stamp or similar taxes.

14.2. Disallowance of Existing Securities Law Claims

All Existing Securities Law Claims shall be deemed disallowed and expunged in their entirety under and pursuant to this Plan without further order of the Bankruptcy Court or any action being required on the part of the Debtors.

14.3. Retiree Benefits and Pension Plans.

On and after the Effective Date, pursuant to section 1129(a)(13) of the Bankruptcy Code, the Debtors shall continue to pay all retiree benefits (within the meaning of section 1114 of the Bankruptcy Code), if any, at the level established in accordance with section 1114 of the Bankruptcy Code, at any time prior to the Confirmation Date, for the duration of the period for which the Debtor had obligated itself to provide such benefits. For the avoidance of doubt, the obligations arising under the SERP do not constitute retiree benefits within the meaning of section 1114 of the Bankruptcy Code. Nothing herein shall: (a) restrict the Debtors’ right to modify the terms and conditions of the retiree benefits, if any, as otherwise permitted pursuant to the terms of the applicable plans or non-bankruptcy law; or (b) be construed as an admission that any such retiree benefits are owed by the Debtors.

Reorganized Ampex affirms and agrees that it will assume the Pension Plans and continue to be the contributing sponsor of those plans according to the terms of ERISA, 29 U.S.C. §§ 1301-1461 (2000 & Supp. V 2005); that the Pension Plans are subject to minimum funding requirements of ERISA and section 412 of the Internal Revenue Code; that no provision of the Confirmation Order, or section 1141 of the Bankruptcy Code, shall, or shall be construed

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to, discharge, release, or relieve the Debtor or any other party, in any capacity, from any government policy, or regulatory provision; and that neither the Pension Benefit Guaranty Corporation (the “PBGC”) nor the Pensions Plans shall be enjoined from enforcing such liability as a result of the Plan’s provisions for satisfaction, release and discharge of claims; provided, however, that no provision herein or in the Disclosure Statement shall nullify or void the provisions or the effect of the Bar Date Order, or the provisions herein regarding creditors’ obligations to file timely an Administrative Expense Claim. There will be no change, modification or termination of the PBGC Agreement.

14.4. Dissolution of Committee.

The Creditors’ Committee shall be automatically dissolved on the Effective Date and all members, employees or agents thereof shall be released and discharged from all rights and duties arising from, or related to, the Reorganization Cases.

14.5. Termination of Professionals.

On the Effective Date, the engagement of each Professional Person retained by the Debtors and the Creditors’ Committee shall be terminated without further order of the Bankruptcy Court or act of the parties.

14.6. Access

From the Effective Date, the Reorganized Debtors shall cooperate with any Person that served as a director or officer of a Debtor at any time prior to the Effective Date, and any Consenting Holder (collectively, the “Accessing Parties”), and make available to any Accessing Party such documents, books, records or information relating to the Debtors’ activities prior to the Effective Date that such Accessing Party may reasonably require in connection with the defense or preparation for the defense of any claim against such Accessing Party relating to any action taken in connection with such Accessing Party’s role as a director or officer of a Debtor or, in the case of a Consenting Holder, any action taken in connection with the negotiation, execution and implementation of this Plan, and the Reorganization Cases.

14.7. Amendments.

(a) Plan Modifications. This Plan may be amended, modified, or supplemented by the Debtors, with the consent of the Consenting Holders, in the manner provided for by section 1127 of the Bankruptcy Code, or as otherwise permitted by law, without additional disclosure pursuant to section 1125 of the Bankruptcy Code, except as the Bankruptcy Court may otherwise direct. In addition, after the Confirmation Date, so long as such action does not materially and adversely affect the treatment of holders of Claims or Interests pursuant to this Plan, the Debtors may institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in this Plan, the Plan Documents and/or the Confirmation Order, with respect to such matters as may be necessary to carry out the purposes and effects of this Plan.

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(b) Other Amendments. Prior to the Effective Date the Debtors may make appropriate technical adjustments and modifications to this Plan without further order or approval of the Bankruptcy Court, provided, however, that, such technical adjustments and modifications do not adversely affect in a material way the treatment of holders of Claims or Interests.

14.8. Revocation or Withdrawal of this Plan.

The Debtors reserve the right to revoke or withdraw this Plan prior to the Effective Date, provided that the Debtors shall obtain the Consenting Holders’ consent for any revocation or withdrawal of this Plan. If the Debtors take such action, this Plan shall be deemed null and void.

14.9. Confirmation Order.

The Confirmation Order shall, and is hereby deemed to, ratify all transactions effected by the Debtors during the period commencing on the Commencement Date and ending on the Confirmation Date except for any acts constituting willful misconduct or fraud.

14.10. Severability.

If, prior to the entry of the Confirmation Order, any term or provision of this Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of this Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

14.11. Governing Law.

Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent a Plan Document provides otherwise, the rights, duties, and obligations arising under this Plan and the Plan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

14.12. Section 1125(e) of the Bankruptcy Code.

The Debtors have, and upon confirmation of this Plan shall be deemed to have, solicited acceptances of this Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, and the Debtors (and their affiliates, agents, directors, officers, employees, advisors, and attorneys) have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer, issuance, sale, and purchase of the securities offered and sold under this Plan, and therefore are not, and on account of such offer, issuance, sale, solicitation, and/or purchase will not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or offer, issuance, sale, or purchase of the securities offered and sold under this Plan.

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14.13. Time.

In computing any period of time prescribed or allowed by this Plan, unless otherwise set forth herein or determined by the Bankruptcy Court, the provisions of Bankruptcy Rule 9006 shall apply.

14.14. Notices.

In order to be effective, all notices, requests, and demands to or upon the Debtors or Reorganized Debtors shall be in writing (including by facsimile transmission) and, unless otherwise provided herein, shall be deemed to have been duly given or made only when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

Ampex Corporation

1228 Douglas Avenue

Redwood City, California 94063

Attn: Joel D. Talcott, Esq., General Counsel

Telephone:    (650) 367-3330

Facsimile:     (650) 367-3440

-and-

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

Attn:     Matthew A. Feldman, Esq.

             Rachel C. Strickland, Esq.

Telephone:     (212) 728-8000

Facsimile:        (212) 728-8111

14.15. Payment of Statutory Fees.

All fees payable pursuant to section 1930 of title 28 of the United States Code, due and payable through the Effective Date shall be paid by the Debtors on or before the Effective Date and amounts due thereafter shall be paid by the Debtors in the ordinary course until the entry of a final decree closing the Reorganization Cases. Any deadline for filing Administrative Expense Claims shall not apply to fees payable pursuant to section 1930 of title 28 of the United States Code.

14.16. Reservation of Rights.

Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of this Plan, any statement or provision contained herein, or the taking of any action by the Debtors with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors with respect to the holders of Claims or Interests prior to the Effective Date.

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Dated: July 31, 2008

            New York, New York

Respectfully submitted, 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

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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

Counsel:

WILLKIE FARR & GALLAGHER LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

Attorneys for the Debtors and Debtors in Possession

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EX-10.2

Exhibit 10.2

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

-----------------------------------------------------------x

In re   Ampex Corporation, et al.,   Debtors. :
: : : : Chapter 11   Case No. 08-11094(AJG)   Jointly Administered

-----------------------------------------------------------x

ORDER CONFIRMING FIRST MODIFIED THIRD AMENDED

JOINT CHAPTER 11 PLAN OF REORGANIZATION

FOR AMPEX CORPORATION AND ITS AFFILIATED DEBTORS

Upon the First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and Its Affiliated Debtors, dated July 9, 2008 (the “Plan”); and upon the Third Amended Disclosure Statement with Respect to Joint Chapter 11 Plan of Reorganization for Ampex Corporation and its Affiliated Debtors, dated June 11, 2008 (the “Disclosure Statement”); and upon the June 11, 2008 hearing to approve the Disclosure Statement (the “Disclosure Statement Hearing”); and upon that certain Order (A) Approving Disclosure Statement; (B) Fixing Voting Record Date; (C) Approving Solicitation Materials and Procedures for Distribution Thereof; (D) Approving Forms of Ballots and Establishing Procedures for Voting on Debtors’ Joint Plan of Reorganization; (E) Scheduling Hearing and Establishing Notice and Objection Procedures in Respect of Confirmation of Debtors’ Joint Plan of Reorganization; and (F) Granting Related Relief (Docket No. 230), entered June 11, 2008 (the “Disclosure Statement Order”); and upon the July 14, 2008 hearing to authorize certain modifications to the Plan and the related supplement to the Disclosure Statement (the “Supplement”); and upon that certain Order (A) Authorizing Certain Modifications to the Debtors’ Plan of Reorganization Pursuant to Section 1127 of the Bankruptcy Code; (B) Approving Proposed Supplement to Disclosure Statement; (C) Approving Form of Ballot; (D) Establishing Procedures for Voting on Debtors’ First Modified Third Amended Joint Chapter 11

Plan of Reorganization; and (E) Granting Related Relief (Docket No. 335), entered July 14, 2008 (the “Plan Modification Order”); and upon the declarations, certifications and related supplements of Lauren C. Cohen and Daniel C. McElhinney; and upon the (i) testimony, affidavits, declarations and exhibits admitted into evidence at the July 31, 2008 hearing to consider confirmation of the Plan (the “Confirmation Hearing”), (ii) arguments of counsel presented at the Confirmation Hearing, (iii) objections filed with respect to confirmation of the Plan and the reply filed thereto, and (iv) pleadings filed in support of confirmation of the Plan; and upon the Court having taken judicial notice of the docket of the Debtors’ Reorganization Cases¹ maintained by the Clerk of the Court and/or its duly appointed agent, and all pleadings and other documents filed, all orders entered, and evidence and arguments made, proffered or adduced at, and the hearings held before the Court during the pendency of these Reorganization Cases, including, but not limited to: any order of the Court establishing deadlines for filing proofs of claim in these Reorganization Cases, including the Order Pursuant to Bankruptcy Rule 3003(c)(3) Setting a Final Date to File Proofs of Claim (Docket No. 28), entered March 31, 2008; and upon the Court having found that due and proper notice has been given with respect to the Confirmation Hearing and the deadlines and procedures for filing objections to the Plan; and upon the appearance of all interested parties having been duly noted in the record of the Confirmation Hearing; and upon the record of the Confirmation Hearing and these Reorganization Cases, and after due deliberation thereon, and sufficient cause appearing therefor;

¹ Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.

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IT IS HEREBY FOUND THAT:²

JURISDICTION AND VENUE

A. The Court has jurisdiction over this matter and these Reorganization Cases pursuant to 28 U.S.C. § 1334. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

B. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b), and this Court has exclusive jurisdiction to determine whether the Plan should be confirmed under the applicable provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).

C. Each of the conditions precedent to the entry of this Order has been satisfied in accordance with Section 11.1 of the Plan or properly waived in accordance with Section 11.3 of the Plan.

STANDARDS FOR CONFIRMATION

UNDER SECTION 1129 OF THE BANKRUPTCY CODE

D. Section 1129(a)(1). The Plan complies with each applicable provision of the Bankruptcy Code. In particular, the Plan complies with the requirements of sections 1122 and 1123 of the Bankruptcy Code as follows:

1. In accordance with section 1122(a) of the Bankruptcy Code, Section 4.1 of the Plan classifies each Claim against and Interest in the Debtors into a Class containing only substantially similar Claims or Interests;

2. In accordance with section 1123(a)(1) of the Bankruptcy Code, Section 4.1 of the Plan properly classifies all Claims and Interests that require classification;

² The findings set forth herein and in the record of the Confirmation Hearing constitute this Court’s findings of fact pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Rules 7052 and 9014 of the Federal Rules of Bankruptcy Procedure. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such.

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3. In accordance with section 1123(a)(2) of the Bankruptcy Code, Section 4.2 of the Plan properly specifies each Class of Claims that is not impaired under the Plan;

4. In accordance with section 1123(a)(3) of the Bankruptcy Code, Article V of the Plan properly specifies the treatment of each Class of Claims or Interests that is impaired under the Plan;

5. In accordance with section 1123(a)(4) of the Bankruptcy Code, the Plan provides the same treatment for each Claim or Interest of a particular Class unless the holder of such a Claim or Interest agrees to less favorable treatment;

6. In accordance with section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for its implementation, including, without limitation, the provisions regarding Effective Date transactions and transfers and the post-Effective Date corporate management, governance and actions set forth in Article VII of the Plan;

7. In accordance with section 1123(a)(6) of the Bankruptcy Code, the Reorganized Debtors’ amended certificates of incorporation and bylaws contain provisions prohibiting the issuance of non-voting equity securities and providing for the appropriate distribution of voting power among all classes of equity securities authorized for issuance;

8. In accordance with section 1123(a)(7) of the Bankruptcy Code, the provisions of the Plan and the Reorganized Debtors’ amended certificates of incorporation and bylaws regarding the manner of selection of officers and directors of the Reorganized Debtors, including, without limitation, the provisions of Section 7.4 of the Plan, are consistent with the interests of creditors and equity security holders and with public policy;

9. In accordance with section 1123(b)(1) of the Bankruptcy Code, Article IV of the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims and Interests;

10. In accordance with section 1123(b)(2) of the Bankruptcy Code, Article X of the Plan provides for the assumption, assumption and assignment or rejection of the Debtors’ executory contracts and unexpired leases that have not been previously assumed, assumed and assigned or rejected pursuant to section 365 of the Bankruptcy Code and Orders of the Court;

11. In accordance with section 1123(b)(3) of the Bankruptcy Code, Section 12.11 of the Plan provides that, except as provided in the Plan, the Reorganized Debtors will retain and may enforce any claims, demands, rights, defenses and causes of action that any Debtor or Estate may hold against any entity, to the extent not expressly released under the Plan or by any Final Order of the Court;

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12. In accordance with section 1123(b)(3) of the Bankruptcy Code, Section 2.1 of the Plan provides that the treatment of Claims against and Interests in the Debtors under the Plan represents, among other things, the settlement and compromise of certain inter-creditor disputes. In accordance with Bankruptcy Rule 9019, such settlements are fair and equitable and in the best interests of the Debtors and creditors.

13. In accordance with section 1123(b)(3) of the Bankruptcy Code, Section 2.2 of the Plan provides for substantive consolidation of the Debtors’ Estates solely for purposes of voting, confirmation, and making distributions to the holders of Allowed Claims and Allowed Interests under the Plan. No creditor of any of the Debtors will be prejudiced by the substantive consolidation of the Debtors; such substantive consolidation will benefit all creditors of the Debtors.

14. In accordance with section 1123(b)(5) of the Bankruptcy Code, Article V of the Plan modifies or leaves unaffected, as the case may be, the rights of holders of Claims in each Class;

15. In accordance with section 1123(b)(6) of the Bankruptcy Code, the Plan includes additional appropriate provisions that are not inconsistent with applicable provisions of the Bankruptcy Code, including, without limitation, the provisions of Article I, Article II, Article III, Article VI, Article VIII, Article IX, Article XIII, and Article XIV of the Plan; and

16. In accordance with section 1123(d) of the Bankruptcy Code, Section 10.4 of the Plan provides for the satisfaction of Claims related to Cure Amounts associated with each executory contract and unexpired lease to be assumed pursuant to the Plan in accordance with section 365(b)(1) of the Bankruptcy Code. All Claims related to Cure Amounts will be determined in accordance with the underlying agreements and applicable law.

E. Section 1129(a)(2). The Debtors have complied with all applicable provisions of the Bankruptcy Code with respect to the Plan and the solicitation of acceptances or rejections thereof. In particular, the Plan complies with the requirements of sections 1125 and 1126 of the Bankruptcy Code as follows:

1. In compliance with the Disclosure Statement Order, on or before June 18, 2008, the Debtors, through their claims and noticing agent, Epiq Bankruptcy Solutions LLC (“Epiq”), distributed the notice of the Confirmation Hearing (the “Confirmation Hearing Notice”), and the following solicitation materials (the “Solicitation Materials”) to all holders of Claims in Classes that were entitled to vote to accept or reject the Plan (i.e., Allowed Claims in Classes 2, 4 and 5):

(a) the Disclosure Statement Order;

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(b) a ballot and/or a master ballot, as appropriate, together with a return envelope; and

(c) the Disclosure Statement (with the Plan and other exhibits annexed thereto).

See Certificates of Mailing by Epiq in Connection with Solicitation Materials and Notice Of Confirmation Hearing) (Docket No. 285), dated June 23, 2008 at ¶ 2 (Docket No. 321), dated June 27, 2008, at ¶ 2 (collectively, the “Epiq Service Affidavits”).

2. In compliance with the Disclosure Statement Order, on or before June 18, 2008, the Debtors, through Epiq, caused copies of the Solicitation Materials (not including Ballots) to be transmitted to:

(a) counsel to the Official Committee of Unsecured Creditors;

(b) all parties to litigation with the Debtors;

(c) the Indenture Trustee and counsel to the Indenture Trustee;

(d) the Securities and Exchange Commission;

(e) the SERP participants;

(f) the United States Attorney’s Office for the Southern District of New York;

(g) the Department of Justice;

(h) the Pension Benefit Guaranty Corporation;

(i) the Internal Revenue Service (both the New York and Washington D.C. offices);

(j) the Environmental Protection Agency;

(k) all relevant federal, state and local taxing authorities at their statutory addresses;

(l) all parties who have filed a request for service of all pleadings pursuant to and in accordance with Bankruptcy Rule 2002 as of the day prior to service; and

(m) all non-Debtor parties to executory contracts, unexpired leases, and other agreements with the Debtors (entered into before or after the Commencement Date).

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See Epiq Service Affidavits at ¶ 2.

3. In compliance with the Disclosure Statement Order, on or before June 18, 2008, the Debtors, through Epiq, transmitted (a) the Confirmation Hearing Notice, and (b) a Notice of Non-Voting Status (as such term is defined in the Disclosure Statement Order) to all holders of Claims and Interests in the Classes that were not entitled to vote on the Plan. See Epiq Service Affidavits at ¶ 2.

4. In compliance with the Disclosure Statement Order, on or before June 18, 2008, the Debtors, through Epiq, transmitted the Confirmation Hearing Notice to: (a) all other creditors of the Debtors; and (b) all parties in interest that had filed requests for notice in accordance with Bankruptcy Rule 2002 in these Reorganization Cases on or before the record date established by the Court pursuant to Bankruptcy Rule 3017(d) in the Disclosure Statement Order. See Epiq Service Affidavits at ¶ 2.

5. In compliance with the Disclosure Statement Order, on June 17, 2008, the Debtors caused a copy of the Confirmation Hearing Notice to be published in the national edition of USA Today, the daily edition of the San Francisco Chronicle, and Aviation Daily. See Affidavits of Publication of Paul Mesches, dated June 17, 2008 (Docket Nos. 253, 254 and 255).

6. In compliance with the Plan Modification Order, on or before July 16, 2008, the Debtors, through Epiq, distributed the following Solicitation Materials to the holders of General Unsecured Claims that were not the subject of an objection on file with the Bankruptcy Court as of July 14, 2008 (the “Voting Unsecured Creditors”):

(a) the Supplement;

(b) a statement prepared by the Creditors’ Committee in support of the Plan;

(c) the Plan Modification Order;

(d) a copy of the Plan, as modified (without exhibits annexed thereto);

(e) a blackline of the Plan marked to show changes from the previously filed version;

(f) a Class 5 Ballot (together with a return envelope); and

(g) the Disclosure Statement (without exhibits annexed thereto).

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See Affidavit of Mailing by Epiq in Connection with Solicitation of Class 5, dated July 17, 2008 (Docket No. 353) at ¶ 2 (the “Epiq Resolicitation Service Affidavit”).

7. The Confirmation Hearing Notice provided due and proper notice of the (a) release provisions in the Plan, (b) relevant dates, deadlines, procedures and other information relating to the Plan and/or the solicitation of votes thereon, including, without limitation, the Voting Deadline and the Objection Deadline (as such terms are defined in the Confirmation Hearing Notice), (c) and the time, and date and place of the Confirmation Hearing.

8. The Supplement provided due and proper notice to the Voting Unsecured Creditors of the revised deadline for Voting Unsecured Creditors to object to confirmation of the Plan.

9. On July 24, 2008 (Docket No. 362), the Debtors filed the Plan Supplement with the Court and made these documents available on Epiq’s website at http://chapter11.epiqsystems.com/ampex.

10. All persons entitled to receive notice of the Disclosure Statement, the Supplement, the Plan and the Confirmation Hearing have received proper, timely and adequate notice in accordance with the Disclosure Statement Order, Plan Modification Order, applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the local bankruptcy rules (collectively, the “Bankruptcy Rules”), and have had an opportunity to appear and be heard with respect thereto.

11. The Debtors solicited votes with respect to the Plan in good faith and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the Disclosure Statement Order and the Plan Modification Order. Accordingly, the Debtors are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in Section 12.8 of the Plan.

12. Claims in Classes 1 and 3 under the Plan are unimpaired, and such Classes are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.

13. The Plan was voted on by all classes of impaired Claims that were entitled to vote pursuant to the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order (i.e., Classes 2, 4 and 5).

14. The Debtors have made a final determination of the validity of, and tabulation with respect to, all acceptances and rejections of the Plan by holders of Claims entitled to vote on the Plan, including the amount and number of accepting and rejecting Claims in Classes 2, 4 and 5 under the Plan. See Declaration of Lauren C. Cohen Certifying Results of Voting on the First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and Its Affiliated Debtors, dated July 29, 2008 (Docket No. 374) (the “Voting Declaration”) at ¶ 4.

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15. Each of Classes 2, 4 and 5 have accepted the Plan by at least two-thirds in amount and a majority in number of the Claims in such Classes actually voting. See Voting Declaration at ¶ 4; Declaration of Daniel C. McElhinney of Epiq Bankruptcy Solutions LLC With Respect to the Methodology for the Tabulation of and Results of Solicitation of Certain Classes on the First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and Its Affiliated Debtors, dated July 29, 2008 (Docket No. 373) (the “Epiq Declaration”) at ¶ 9.

16. The Epiq Declaration validly and correctly sets forth the tabulation of votes, as required by the Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order. See Voting Declaration at ¶ 3.

F. Section 1129(a)(3). The Plan has been proposed in good faith and not by any means forbidden by law. In so finding, the Court has considered the totality of the circumstances in these Reorganization Cases. The Plan is the result of extensive, good faith, arm’s length negotiations between the Debtors and certain of their principal constituencies (including Hillside, the Indenture Trustee, holders of approximately 80% of the face amount of the Senior Secured Note Claims, the Creditors’ Committee and their respective representatives); reflects substantial input from the principal constituencies having an interest in these cases; and achieves the goal of consensual reorganization embodied by the Bankruptcy Code.

G. Section 1129(a)(4). No payment for services or costs and expenses in or in connection with these cases, or in connection with the Plan and incident to these cases, has been or will be made by a Debtor other than payments that have been authorized by order of the Court, including, but not limited to, the Stipulation and Order (A) Authorizing Final Use of Cash Collateral and (B) Granting Adequate Protection to Secured Lenders (Docket No. 284). Pursuant to Section 3.2 of the Plan, and except as otherwise provided herein, all such payments to be made to Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date will be subject to review and approval by this Court.

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H. Section 1129(a)(5). The identities and affiliations of the directors and officers of each of the Reorganized Debtors, and the identity and the nature of compensation of insiders that will be employed or retained by the Reorganized Debtors, have been disclosed on Exhibit I of the Plan. The appointments to, or continuance in, such offices by the proposed directors and officers is consistent with the interests of holders of Claims and Interests and with public policy.

I. Section 1129(a)(6). The Plan does not provide for any changes in rates that require regulatory approval of any governmental agency.

J. Section 1129(a)(7). Each holder of an impaired Claim or Interest in each impaired Class of Claims or Interests that has not accepted the Plan will, on account of such Claim or Interest, receive or retain property under the Plan having a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. See Disclosure Statement, Exhibit 5.

K. Section 1129(a)(8). The Plan has not been accepted by all impaired Classes of Claims and Interests because, pursuant to the Disclosure Statement Order, the holders of Interests in Class 6 (Existing Common Stock Interests) and Class 8 (Other Existing Interests), and Claims in Class 7 (Existing Common Securities Law Claims) are deemed to have rejected the Plan. Nevertheless, the Plan is confirmable because it satisfies section 1129(b)(1) of the Bankruptcy Code with respect to such non-accepting Classes of Claims and Interests.

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L. Section 1129(a)(9). Except to the extent that the holder of a particular Claim has agreed to different treatment, the Plan provides treatment for Administrative Expense Claims, Priority Tax Claims, Fee Claims and Priority Non-Tax Claims that is consistent with the requirements of section 1129(a)(9) of the Bankruptcy Code.

M. Section 1129(a)(10). The Plan has been accepted by all classes of impaired Claims that are entitled to vote on the Plan, including Classes 2, 4 and 5, determined without including any acceptance of the Plan by any insider. See Epiq Declaration at ¶ 9.

N. Section 1129(a)(11). The Debtors’ projections of the capitalization and financial information of the Reorganized Debtors as of the Effective Date are reasonable and made in good faith, and confirmation of the Plan is not likely to be followed by the liquidation or the need for the further financial reorganization of the Debtors. See Disclosure Statement, Exhibit 6.

O. Section 1129(a)(12). The Plan provides that Administrative Expense Claims for fees payable pursuant to section 1930 of title 28 of the United States Code will be paid by the Debtors in Cash equal to the amount of such Administrative Expense Claims on or before the Effective Date. After the Effective Date, all U.S. Trustee Fees, including those payable pursuant to section 1930 of title 28 of the United States Code, will be paid by the applicable Reorganized Debtor until the earlier of the conversion or dismissal of the applicable Reorganization Case under section 1112 of the Bankruptcy Code, or the closing of the applicable Reorganization Case pursuant to section 350(a) of the Bankruptcy Code.

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P. Section 1129(a)(13). On and after the Effective Date, pursuant to section 1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors shall continue to pay all retiree benefits (within the meaning of section 1114 of the Bankruptcy Code), at the level established in accordance with section 1114 of the Bankruptcy Code, at any time prior to the Confirmation Date, for the duration of the period for which the Debtor had obligated itself to provide such benefits. Obligations arising under the SERP do not constitute retiree benefits under section 1114 of the Bankruptcy Code.

Q. Section 1129(b). The Plan does not “discriminate unfairly” and is “fair and equitable” because each dissenting Class is treated substantially equally to similarly situated classes, and, except with respect to holders of Claims and Interests in the Classes that have either dissented or been deemed to reject the Plan (which Classes are entitled to distributions under the Plan only to the extent that Classes that are senior in priority are paid in full plus postpetition interest and post-Effective Date interest), no holder of a Claim or Interest will receive more than it is legally entitled to receive on account of its Claim or Interest. All Classes of Claims or Interests senior to the Claims or Interests in Classes 6, 7 and 8 are either unimpaired under the Plan or have accepted the Plan. The Plan is “fair and equitable” under section 1129(b) of the Bankruptcy Code because it does not provide a recovery on account of any Claim or Interest that is junior to the impaired, non-accepting Classes of Claims and Interests (i.e., Classes 6, 7 and 8).

R. Section 1129(c). The Plan is the only plan that has been filed in these cases that has been found to satisfy the requirements of subsections (a) and (b) of section 1129 of the Bankruptcy Code. Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied.

S. Section 1129(d). No party in interest including, but not limited to, any Governmental Unit, has requested that the Court deny confirmation of the Plan on grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act, and the principal purpose of the Plan is not such avoidance. Accordingly, the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code.

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EXECUTORY CONTRACTS

T. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the occurrence of the Effective Date, Article X of the Plan provides for the assumption, assumption and assignment or rejection of certain executory contracts and unexpired leases. The Debtors’ determinations regarding the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases are based on and within the sound business judgment of the Debtors, are necessary to the implementation of the Plan and are in the best interests of the Debtors, their estates, holders of Claims and other parties in interest in the Reorganization Cases. The Debtors have filed Schedules 10.1 and 10.4 to the Plan and either have provided or will provide notice of the Debtors’ determinations regarding the assumption, assumption and assignment or rejection of executory contracts or unexpired leases and any related Cure Amount Claims in accordance with the procedures set forth in Article X of the Plan, and approved herein.

DISTRIBUTION RIGHTS

U. The CPR Administrator Rights Notices and Distribution Rights do not constitute securities as defined in section 101(49) of the Bankruptcy Code.

DISCHARGE, INDEMNIFICATION,

INJUNCTIONS, RELEASES AND EXCULPATION

V. The indemnification, injunction, discharge, release and exculpation provisions set forth in Sections 10.5, 12.3, 12.6, 12.7, 12.8 and 12.9 of the Plan constitute good faith compromises and settlements of the matters covered thereby. Such compromises and settlements are made in exchange for consideration and are in the best interests of the Debtors, their Estates, and holders of Claims and Interests, are fair, equitable, reasonable, and are integral

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elements of the restructuring and resolution of the Reorganization Cases in accordance with the Plan. The failure to effect the discharge, release, indemnification, injunction and exculpation provisions described in Sections 10.5, 12.3, 12.6, 12.7, 12.8 and 12.9 of the Plan would seriously impair the Debtors’ ability to confirm the Plan. Each of the discharge, release, indemnification, injunction and exculpation provisions set forth in the Plan:

(i) is within the jurisdiction of the Court under 28 U.S.C. §§ 1334(a), (b), and (d);

(ii) is an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code;

(iii) is an integral element of the settlements and transactions incorporated into the Plan;

(iv) confers material benefit on, and is in the best interests of, the Debtors, their estates, and the holders of Claims and Interests;

(v) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-in-interest in the Reorganization Cases with respect to the Debtors, their organization, capitalization, operation, and reorganization; and

(vi) is consistent with sections 105, 1123, and 1129 of the Bankruptcy Code and applicable law in the Second Circuit.

W. The notice of the commencement of the Reorganization Cases and the notice provided in accordance with paragraphs E and 42 herein have been and will be sufficient to provide the holders of (a) Claims related to or arising from termination of the SERP, and (b) Environmental Claims, with actual notice of the terms of this Order, including paragraph 13 hereof.

It is hereby

ORDERED, ADJUDGED AND DECREED, that:

1. The Plan and each of its provisions (whether or not specifically approved herein) are CONFIRMED in each and every respect, pursuant to section 1129 of the Bankruptcy Code; provided, however, that if there is any conflict between the terms of the Plan and the terms of this Order, the terms of this Order shall control.

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2. The Effective Date of the Plan shall occur on the first Business Day on which all conditions set forth in Section 11.2 of the Plan have been satisfied or, if applicable, have been waived in accordance with Section 11.3 of the Plan.

3. Any objections or responses to confirmation of the Plan and the reservation of rights contained therein that (a) have not been withdrawn, waived or settled prior to the entry of this Order or (b) are not cured by the relief granted herein, are hereby OVERRULED in their entirety and on their merits, and all withdrawn objections or responses are hereby deemed withdrawn with prejudice.

A. Approval of Injunction

4. The injunction set forth in Section 12.6 of the Plan is approved in all respects. Without limiting any other applicable provisions of, or injunctions contained in the Plan, as of the Effective Date of the Plan all Persons who have held, hold or may hold Claims against or Interests in the Debtors or the Estates are, with respect to any such Claims or Interests, permanently enjoined from: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against or affecting the Debtors, the Reorganized Debtors, the Estates or any of their property, the Consenting Holders, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Persons or any property of any such transferee or successor; (ii) enforcing, levying, attaching (including, without limitation, any pre-judgment attachment), collecting or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree or order against the Debtors, the Reorganized Debtors, or the Estates or any of their property, the

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Consenting Holders, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Persons, or any property of any such transferee or successor; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance of any kind against the Debtors, the Reorganized Debtors, or the Estates or any of their property, the Consenting Holders or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing Persons; (iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply with the provisions of the Plan to the full extent permitted by applicable law; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan; provided, however, that nothing contained herein shall preclude such persons from exercising their rights pursuant to and consistent with the terms of the Plan.

B. Approval of Releases

5. The releases set forth in Section 12.7 of the Plan are approved in all respects, are so ordered and shall be immediately effective on the Effective Date of the Plan without further order or action on the part of the Court, any of the parties to such releases or any other party.

6. Without limiting any other applicable provisions of, or releases contained in the Plan, as of the Effective Date, each Debtor, in its individual capacity and as a debtor in possession, shall be deemed to forever release, waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities (other than the rights of the Debtors to enforce the Plan and the contracts, instruments, releases, indentures and other agreements or documents delivered thereunder) whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or in part on any act,

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omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the parties released pursuant to Section 12.7 of the Plan, the Reorganization Cases, the Plan or the Disclosure Statement, and that could have been asserted by or on behalf of the Debtors or their Estates, whether directly, indirectly, derivatively or in any representative or any other capacity, against any Released Party; provided, however, that the foregoing provisions shall not affect the liability of any Released Party arising from (i) claims, rights, or causes of action for money borrowed from or owed to a Debtor or its Subsidiary by any of its directors, officers or former employees as set forth in such Debtors’ or Subsidiary’s books and records, and (ii) any Person’s fraud or willful misconduct for matters with respect to the Debtors and their Subsidiaries or affiliates. Furthermore, no attorney of any Released Party shall be released by the Debtors or the Reorganized Debtors solely to the extent that it would contravene DR 6-102 of the New York Code of Professional Responsibility or similar ethical rules of another jurisdiction which are binding on such attorney.

7. Without limiting any other applicable provisions of, or releases contained in the Plan, as of the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, all holders of Claims and Interests, in consideration for the obligations of the Debtors under the Plan, the Plan Distributions, the Plan Securities and other contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan, and each entity (other than a Debtor) that has held, holds or may hold a Claim or Interest, as applicable, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to forever release, waive and discharge all claims, demands, debts, rights, causes of action or liabilities (other than the right to enforce the obligations of any party under the Plan and the

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contracts, instruments, releases, agreements and documents delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of the Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise, that are based in whole or in part on any act or omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganization Cases, the Plan or the Disclosure Statement against any Released Party; provided, however, that the foregoing provisions shall not affect the liability of any Released Party arising from any Person’s fraud or willful misconduct for matters with respect to the Debtors and their Subsidiaries or affiliates.

8. As to the United States, its agencies, departments or agents (collectively the “United States”), nothing in the Plan or this Order shall discharge, release, or otherwise preclude: (1) any liability of the Debtors or Reorganized Debtors arising on or after the Effective Date; (2) any liability that is not a claim within the meaning of section 101(5) of the Bankruptcy Code; (3) any valid right of setoff or recoupment; (4) any police or regulatory action to the extent excepted from the automatic stay provisions of section 362 of the Bankruptcy Code; (5) any environmental liability that the Debtors, Reorganized Debtors, or any other person or entity may have as an owner or operator of real property, in each case, solely to the extent that such persons own or operate such real property after the Effective Date; and (6) except as explicitly set forth in Section 11. 1(d)(iii) of the Plan, any liability to the United States on the part of any Persons other than the Debtors and Reorganized Debtors. Nor shall anything in the Plan or this Order enjoin or otherwise bar the United States from asserting or enforcing, outside this Court, any liabilities described in this paragraph, except as explicitly set forth in Section 11.1(d)(iii) of the Plan.

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C. Approval of Exculpation

9. The exculpation, as set forth in Section 12.8 of the Plan, is approved in all respects. Without limiting any other applicable provisions of, or releases contained in the Plan, as of the Effective Date, none of the Released Parties shall have or incur any liability to any holder of any Claim or Interest for any act or omission in connection with, or arising out of the Debtors’ restructuring, including without limitation the negotiation and execution of the Plan, the Reorganization Cases, the Disclosure Statement, the solicitation of votes for and the pursuit of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, including, without limitation, all documents ancillary thereto, all decisions, actions, inactions and alleged negligence or misconduct relating thereto and all prepetition activities leading to the promulgation and confirmation of the Plan except fraud or willful misconduct as determined by a Final Order of the Bankruptcy Court. The Released Parties shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan.

D. Order Binding on All Parties

10. Subject to the provisions Section 11.2 of the Plan and Bankruptcy Rule 3020(e), to the extent applicable, in accordance with section 1141(a) of the Bankruptcy Code and notwithstanding any otherwise applicable law, upon the occurrence of the Effective Date, the terms of the Plan and this Order shall be binding upon, and inure to the benefit of the Debtors, all present and former holders of Claims and Interests, and their respective successors and assigns.

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E. Substantive Consolidation of the Debtors for Purposes of Voting, Confirmation and Distribution

11. The consolidation of the Debtors solely for the purpose of implementing the Plan, as set forth in Section 2.2 of the Plan, including for purposes of voting, confirmation and making distributions under the Plan is hereby approved. On the Effective Date: (a) all guarantees of any Debtor of the payment, performance or collection of another Debtor with respect to Claims against such Debtor shall be deemed eliminated and cancelled; (b) any obligation of any Debtor and all guarantees by a Debtor with respect to Claims thereof executed by one or more of the other Debtors shall be treated as a single obligation; (c) each Claim against any Debtor shall be deemed to be against the consolidated Debtors and shall be deemed a single Claim against, and a single obligation of, the consolidated Debtors; and (d) all Intercompany Claims shall be deemed eliminated as a result of the substantive consolidation of the Debtors, and therefore holders thereof shall not be entitled to vote on the Plan, or receive any Plan Distribution or other allocations of value.

12. On the Effective Date, and in accordance with the terms of the Plan and the consolidation of the assets and liabilities of the Debtors, all Claims based upon guarantees of collection, payment, or performance made by a Debtor as to the obligation of another Debtor shall be released and of no further force and effect. Except as set forth in Section 2.2 of the Plan, such substantive consolidation shall not (other than for purposes related to the Plan) (a) affect the legal and corporate structure of the Reorganized Debtors, or (b) affect any obligations under any leases or contracts assumed in the Plan or otherwise after the Commencement Date.

F. Vesting and Transfer of Assets

13. On the Effective Date, except as otherwise provided in the Plan, all property of the Estates of the Debtors, including all claims, rights and causes of action and any property acquired by the Debtors under or in connection with the Plan, shall vest in each respective Reorganized Debtor free and clear of all Claims, Liens, charges, other encumbrances and Interests.

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G. Approval of Discharge of Claims and Termination of Interests

14. The Plan discharge provision as set forth in Section 12.3 of the Plan are approved in all respects, are so ordered and shall be immediately effective on the Effective Date of the Plan without further order or action on the part of the Court or any other party.

15. Except as specifically set forth in the Plan, as of the Effective Date, pursuant to sections 524 and 1141 of the Bankruptcy Code, the Reorganized Debtors shall be discharged of all Claims and other debts and liabilities, in accordance with Section 12.3 of the Plan, and no holder of Claims and/or Interests shall have recourse against any Reorganized Debtor or any of their assets or property on account of such Claims, Interests and other debts and liabilities.

H. CERCLA and SERP Claims

16. Hillside shall not be liable for any (a) Environmental Claims, solely as a result of the consummation of the Plan, or (b) Claims related to or arising from the termination of the SERP.

I. Survival of Corporate Indemnities

17. For purposes of the Plan, the obligation of a Debtor to indemnify and reimburse any Person or entity serving at any time on or after the Commencement Date as one of its directors, officers or employees by reason of such Person’s or entity’s service in such capacity, or as a director, officer or employee of any other corporation or legal entity, to the extent provided in such Debtor’s constituent documents, a written agreement with the Debtor, in accordance with any applicable law, or any combination of the foregoing, shall survive

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confirmation of the Plan and the Effective Date, remain unaffected thereby, become an obligation of the Reorganized Debtors, and not be discharged in accordance with section 1141 of the Bankruptcy Code, irrespective of whether indemnification or reimbursement is owed in connection with an event occurring before, on, or after the Commencement Date.

J. Exemption From Securities Laws

18. The issuance of Plan Securities pursuant to the Plan shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code to the maximum extent permitted thereunder, and the Plan Securities may be resold by the holders thereof in accordance with their terms without restriction, except to the extent that any such holder is deemed to be an “underwriter” as defined in section 1145(b)(1) of the Bankruptcy Code. Failure of the Plan Securities to be deemed exempt under section 1145 of the Bankruptcy Code or any other applicable U.S. federal securities laws exemption shall not be a condition to occurrence of the Effective Date of the Plan.

19. For the avoidance of doubt, the CPR Administrator Rights Notices and Distribution Rights do not constitute securities as defined in section 101(49) of the Bankruptcy Code and are not being issued pursuant to section 1145 of the Bankruptcy Code.

K. Exemption From Certain Transfer Taxes

20. To the fullest extent permitted by applicable law, any transfer or encumbrance of assets or any portion of assets that occurs after the Confirmation Date pursuant to, or in furtherance of, or in connection with the Plan shall constitute a “transfer under a plan” within the purview of section 1146(a) of the Bankruptcy Code and shall not be subject to transfer, stamp or similar taxes.

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L. Executory Contracts and Unexpired Leases

21. The executory contract and unexpired lease provisions of Article X of the Plan are specifically approved in all respects, and are so ordered. The Debtors are authorized to assume, assign and/or reject executory contracts or unexpired leases in accordance with Article X of the Plan and orders of this Court.

22. Except as specifically set forth in the Plan, as of and subject to the occurrence of the Effective Date and to the payment of the applicable Cure Amount, all executory contracts and unexpired leases to which any Debtor is a party shall be deemed assumed or assumed and assigned, except for any executory contracts or unexpired leases that: (a) previously have been assumed or rejected pursuant to a Final Order of the Bankruptcy Court; (b) are designated specifically or by category as a contract or lease to be rejected on the Schedule of Rejected Contracts and Leases; or (c) are the subject of a separate motion to assume or reject under section 365 of the Bankruptcy Code pending on the Confirmation Date. As of and subject to the occurrence of the Effective Date, all contracts identified on the Schedule of Rejected Contracts and Leases shall be deemed rejected.

23. Subject to the occurrence of the Effective Date, this Order shall constitute approval of such assumptions and rejections pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease assumed pursuant to Section 10.1 of the Plan shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, or any order of this Court authorizing and providing for its assumption or applicable federal law.

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M. Plan Distributions

24. On and after the Effective Date, distributions on account of Allowed Claims and the resolution and treatment of Disputed Claims shall be effectuated pursuant to Section Article VIII of the Plan.

25. Distribution Record Date. Pursuant to Section 1.40 of the Plan, the Distribution Record Date shall be the Confirmation Date.

N. Claims Bar Dates and Other Claims Matters

26. Administrative Bar Date. Except as otherwise provided in Section 3.1 of the Plan or in an order of this Court, unless previously filed, proof of Administrative Expense Claims must be filed and served on the Debtors, counsel to the Creditors’ Committee, counsel to Hillside and the Office of the United States Trustee (the “Notice Parties”), pursuant to the procedures specified in this Order, Section 3.1 of the Plan and the notice of entry of this Order, no later than 30 days after the Effective Date. Failure to file and serve such proof of Administrative Expense Claim timely and properly shall result in the administrative expense claim being forever barred and discharged.

27. Fee Claims. Except as otherwise provided in Section 3.2 of the Plan, Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date must file and serve on the Notice Parties and such other entities who are designated by the Bankruptcy Rules, this Order or other Order of the Court an application for final allowance of such Fee Claim no later than 45 days after the Effective Date. Objections to any Fee Claim must be filed and served on the Notice Parties and the requesting party no later than 65 days after the Effective Date or such other date as established by this Court. To the extent necessary, this Order shall amend and supersede any previously entered order of this Court regarding the payment of Fee Claims. Notwithstanding anything to the contrary in the Plan, each Reorganized Debtor is authorized to pay the charges that it incurs on or after the Effective Date for Professionals’ fees, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without further application to the Court.

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28. Bar Date for Rejection Claims. Except as otherwise provided in a Final Order of the Court approving the rejection of an executory contract or unexpired lease, Claims arising out of the rejection of an executory contract or unexpired lease pursuant to the Plan (“Rejection Claims”) must be filed with the Court on or before the later of: (a) 30 days after the Effective Date; or (b) for executory contracts or unexpired leases identified on Schedule 10.1 to the Plan, 30 days after (i) the service of a notice of such rejection is served, if the contract counterparty does not timely file an objection to the rejection in accordance with the procedures set forth in Article X of the Plan, or (ii) if such an objection to rejection is timely filed with the Court in accordance with the procedures set forth in Article X of the Plan, the date that an order is entered approving the rejection of the applicable contract or lease or the date that the objection to rejection is withdrawn. Any Rejection Claims not filed within such applicable time periods are forever barred from receiving a distribution from the Debtors, the Reorganized Debtors or the Estates.

29. Statutory Fees. All U.S. Trustee Fees, including those payable pursuant to section 1930 of title 28 of the United States Code, due and payable through the Effective Date shall be paid by the Debtors on or before the Effective Date and amounts due thereafter shall be paid by the Reorganized Debtors in the ordinary course until the entry of a final decree closing the Reorganization Cases. Any deadline for filing Administrative Expense Claims shall not apply to fees payable pursuant to section 1930 of title 28 of the United States Code.

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30. Claims of the Internal Revenue Service. Allowed Claims of the Internal Revenue Service for penalties and interest, if any, with respect to tax liabilities incurred by Debtors after the Petition Date and before the Confirmation Date shall be treated as Administrative Claims under the Plan. In the event the Internal Revenue Service is the holder of an Allowed Priority Tax Claim, and such Allowed Claim is not paid in Cash, in full on the later of (a) the Effective Date (or as soon thereafter as is reasonably practicable) and (b) the first Business Day after the date that is thirty (30) calendar days after the date a Priority Tax Claim becomes an Allowed Claim, such Allowed Claim shall be paid in equal quarterly deferred Cash payments following the Effective Date, over a period ending not later than five (5) years after the Commencement Date, in an aggregate amount equal to the Allowed amount of such Priority Tax Claim, plus interest under 26 U.S.C. § 6621 calculated from the Effective Date through the date on which such Allowed Priority Tax Claim is paid; provided, however, that, all taxes that are not due and payable on or before the Effective Date shall be paid in the ordinary course of business as such obligations become due.

31. The Senior Secured Note Claim. Notwithstanding anything to the contrary in the Plan, the Plan Documents or herein, assuming the Effective Date is August 8, 2008, the Allowed Senior Secured Note Claim shall equal $7,186,255.44, provided, however, that the Allowed Senior Secured Note Claim will increase based on a per diem rate of $2,265.53 per day if the Effective Date occurs after August 8, 2008.

32. Claims of Comerica Bank: Class 3(a).

(a) Notwithstanding anything to the contrary in the Plan, the Plan Documents or this Order, the Standby Letter Of Credit Applications and Agreement and Pledge Agreements between Comerica Bank (“Comerica”) and Ampex Data Systems Corporation

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(“Data Systems”) (as at any time amended, the “L/C Agreements”) and any other documents or instruments executed by Data Systems with or in favor of Comerica in connection with the L/C Agreements (together with the L/C Agreements, as any of the same are at any time amended, collectively, the “Comerica Agreements”) shall remain in full force and effect and are unaltered by the Plan, the Plan Documents, any events or orders in the Reorganization Cases or by this Order.

(b) The legal, equitable and contractual rights of Comerica under the Comerica Agreements or otherwise are unaltered by the Plan, the Plan Documents, any events or orders in the Reorganization Cases or by this Order.

(c) The Comerica Agreements are hereby assumed.

(d) Notwithstanding anything to the contrary in the Plan, the Plan Documents, any events or orders in the Reorganization Cases or by this Order:

(1) Comerica shall retain all of its Liens which were granted to Comerica under the Comerica Agreements (the “Comerica Liens”)

(2) The extent, validity and priority of the Comerica Liens and the collateral to which such Comerica Liens attach (as set forth in the Comerica Agreements) (the “Comerica Collateral”), shall remain in full force and effect and are unaltered by the Plan, the Plan Documents or any provision of this Order.

(3) No junior liens shall be granted by the Plan, the Plan Documents, any events or orders in the Reorganization Cases or by this Order against any of the Comerica Collateral.

(e) Notwithstanding anything to the contrary in the Plan, the Plan Documents or this Order, and in addition to the other provisions of this section, Comerica has an Allowed Other Secured Claim in the amount of $20,000. Plan Distributions made on account of such Claim shall be made on the Effective Date or as soon as practicable thereafter.

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(f) In addition to the other provisions of this section, Comerica has an Allowed General Unsecured Claim in the amount of $15,000. Comerica shall receive a Lump Sum Cash Payment on account of such Claim on the Effective Date or as soon as practicable thereafter.

(g) In the event of conversion of the Data Systems bankruptcy case to Chapter 7, Comerica shall retain all rights to assert any and all claims that it has against the chapter 7 estate of Data Systems at the time of said conversion.

O. Plan Implementation

33. In accordance with section 1142 of the Bankruptcy Code, section 303 of the Delaware General Corporation Law and any comparable provisions of the business corporation law of any other state (collectively, the “Reorganization Effectuation Statutes”), but subject to the fulfillment or waiver of all conditions precedent listed in Section 11.2 of the Plan, without further action by the Court or the stockholders, managers or directors of any Debtor or Reorganized Debtor, the Debtors, the Reorganized Debtors, as well as the president, the chief executive officer, the chief financial officer, any vice president, the secretary and the treasurer of the Corporation (each, a “Designated Officer”) of the appropriate Debtor or Reorganized Debtor, are authorized to: (a) take any and all actions necessary or appropriate to implement, effectuate and consummate the Plan, this Order or the transactions contemplated thereby or hereby, including, without limitation, those transactions identified in Article VII of the Plan and the payment of any employment taxes owing in respect of distributions under the Plan; and (b) execute and deliver, adopt or amend, as the case may be, any contracts, instruments, releases, agreements and documents necessary to implement, effectuate and consummate the Plan, including the Plan Documents.

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34. Further, the CPR Administrator is authorized and directed to make distributions of Distribution Rights and CPR Distributions pursuant to the Plan and the CPR Agreement.

35. To the extent that, under applicable non-bankruptcy law, any of the actions necessary or appropriate to implement, effectuate and consummate the Plan, this Order or the transactions contemplated thereby would otherwise require the consent or approval of the stockholders or directors of any of the Debtors or Reorganized Debtors, this Order shall, pursuant to section 1142 of the Bankruptcy Code and the Reorganization Effectuation Statutes, constitute such consent or approval, and such actions are deemed to have been taken by unanimous action of the directors and stockholders of the appropriate Debtor or Reorganized Debtor.

36. Each federal, state, commonwealth, local, foreign or other governmental agency is hereby directed and authorized to accept any and all documents, mortgages and instruments necessary or appropriate to effectuate, implement or consummate the transactions contemplated by the Plan and this Order.

37. All transactions effected by the Debtors during the pendency of the Reorganization Cases from the Commencement Date through the Confirmation Date are approved and ratified.

38. The consummation of the Plan or the assumption or assumption and assignment of any executory contract or unexpired lease to another Reorganized Debtor shall not constitute a change in ownership or change in control under any employee benefit plan or program, financial instrument, loan or financing agreement, executory contract or unexpired lease or contract, lease or agreement in existence on the Effective Date to which a Debtor is a party.

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P. Cancellation of Existing Securities and Agreements

39. Except for the purpose of evidencing a right to distribution under the Plan, and, except as otherwise set forth in the Plan, on the Effective Date all agreements, instruments, and other documents evidencing any Claim or Interest, and any rights of the holder in respect thereof, shall be deemed cancelled, discharged and of no force or effect, provided, however, the applicable provisions of the Indenture shall continue in effect solely for the purposes of permitting the Indenture Trustee to: (i) make the distributions to be made to holders of Allowed Senior Secured Note Claims, as contemplated by Article V of the Plan; and (ii) maintain any rights and Charging Liens the Indenture Trustee may have for any fees, costs, expenses, and indemnification under the Indenture or other agreements until all such fees, costs, and expenses are paid pursuant to Section 7.7 of the Plan; provided, however, that such rights and Liens are limited to the distributions, if any, to the holders of the Allowed Senior Secured Note Claims. The holders of or parties to such cancelled (or converted, as applicable) instruments, securities and other documentation will have no rights arising from or relating to such instruments, securities and other documentation or the cancellation (or conversion, as applicable) thereof, except the rights provided pursuant to the Plan.

Q. Stay of Confirmation Order Waived

40. The provisions of Federal Rule of Civil Procedure 62, as applicable pursuant to Bankruptcy Rule 7062, and Bankruptcy Rule 3020(e) shall not apply to this Order and the Debtors are authorized to consummate the Plan immediately upon entry of this Order. The period in which an appeal must be filed shall commence immediately upon the entry of this Order.

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R. Binding Effect of Prior Orders

41. Pursuant to section 1141 of the Bankruptcy Code, effective as of and subject to the occurrence of the Effective Date and subject to the terms of the Plan and this Order, all prior orders entered in the Reorganization Cases, all documents and agreements executed by the Debtors as authorized and directed thereunder and all motions or requests for relief by the Debtors pending before the Court as of the Effective Date shall be binding upon and shall inure to the benefit of the Debtors, the Reorganized Debtors and their respective successors and assigns.

S. Notice of Confirmation of the Plan

42. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c)(2), the Debtors or the Reorganized Debtors are directed to serve a notice of the entry of this Order, substantially in the form of Appendix II attached hereto and incorporated herein by reference (the “Confirmation Notice”), on all parties that received the Confirmation Hearing Notice and parties to executory contracts or unexpired leases no later than 20 Business Days after the Effective Date; provided, however, that the Debtors or the Reorganized Debtors shall be obligated to serve the Confirmation Notice only on the record holders of Claims or Interests as of the Confirmation Date. The Debtors are directed to publish the Confirmation Notice once in the national editions of USA Today, the daily edition of the San Francisco Chronicle, and in Aviation Daily no later than 20 Business Days after the Effective Date. As soon as practicable after the entry of this Order, the Debtors shall make copies of this Order and the Confirmation Notice available on Epiq’s website at http://chapter11.epiqsystems.com/ampex.

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T. Miscellaneous Provisions

43. Section 5.5(b)(i) of the Plan shall be amended and restated in its entirety as follows:

Except to the extent that a holder of an Allowed General Unsecured Claim agrees to different treatment (including, without limitation, the treatment set forth in section 5.5(b)(ii) below), the holder of such Allowed General Unsecured Claim shall be entitled to receive, in full and final satisfaction of such General Unsecured Claim, its Pro Rata Share of the Unsecured Claim Distribution. Distributions of New Common Stock shall be made on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is 30 calendar days after the date a General Unsecured Claim becomes an Allowed Claim; provided, however, that distributions of New Common Stock to holders of Allowed General Unsecured Claims who (A) have duly executed and delivered the New Stockholders Agreement, or (B) pursuant to the terms of the New Stockholders Agreement, have been deemed to have executed the New Stockholders Agreement, on or prior to the Effective Date, shall be made on the Effective Date.

44. Section 11.1(d)(ii) of the Plan shall be amended and restated in its entirety as follows:

notice of the commencement of the Reorganization Cases and notice of the Confirmation Hearing was sufficient to provide notice of such occurrences to the holders of (A) Claims related to or arising from termination of the SERP, and (B) Environmental Claims;

45. Within ten (10) days of entry of this Order, the Debtors will file an amended Plan reflecting the changes to the Plan outlined in paragraphs 43 and 44 above and any other ministerial changes made pursuant to paragraph 46 hereto.

46. The Debtors are hereby authorized to further amend or modify the Plan at any time prior to the substantial consummation of the Plan, but only in accordance with section 1127 of the Bankruptcy Code and Section 14.7 of the Plan, without further order of the Court. In addition, without the need for a further order or authorization of this Court, but subject to the express provisions of this Order, the Debtors shall be authorized and empowered as may be necessary to make non-material modifications to the documents filed with the Court, including the Plan Supplement or documents forming part of the evidentiary record at the Confirmation Hearing, in their reasonable business judgment.

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47. Notwithstanding any other terms or provisions in the Plan, this Order (i) is without prejudice to the rights, remedies, claims, exclusions, limitations and/or defenses of Insurance Company of North America, Indemnity Insurance Company of North America, ACE Property & Casualty Company, Pacific Employers Insurance Company and Century Indemnity Company and/or any other of their related insurance companies (collectively, “Insurers”) under any insurance policies issued by Insurers that may provide coverage for Debtors and/or under any agreements relating to such insurance policies (collectively, the “Insurance Agreements”) and/or any of the reservations of rights by Insurers as to any issues relating to the Insurance Agreements (as such issues are set forth in the Objections of Certain Insurers to Confirmation of First Modified Third Amended Joint Chapter 11 Plan of Reorganization for Ampex Corporation and Its Affiliated Debtors (Docket No. 368)); provided, however, that nothing in the Plan or this Order shall be deemed to constitute a rejection of the Insurance Agreements under section 365 of the Bankruptcy Code to the extent the Insurance Agreements are executory; (ii) confirms that, to the extent that any of the Insurance Agreement are determined not to be executory contracts, all of the terms, provisions, conditions, limitations and/or exclusions contained in the Insurance Agreements shall remain in full force and effect, and that Debtors and/or Reorganized Debtors shall remain as the insureds under the Insurance Agreements and remain bound by all of the terms, provisions conditions, limitations and/or exclusions contained in the Insurance Agreements; (iii) confirms that the Insurance Agreements shall not be assigned by Debtors without Insurers’ prior express written consent; (iv) confirms that nothing in the Plan shall be deemed to create any insurance coverage that does not otherwise exist, if at all, under the terms

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of the Insurance Agreements, or create any direct right of action against Insurers; (v) confirms that Confirmation is without prejudice to any of Insurers’ rights, claims and/or defenses in any subsequent litigation in any appropriate forum in which Insurers may seek a declaration regarding the nature and/or extent of any insurance coverage under the Insurance Agreements; and (vi) confirms that nothing in the Plan shall be construed as an acknowledgment either that the Insurance Agreements cover or otherwise apply to any Claims or that any Claims are eligible for payment under any of the Insurance Agreements.

48. For the avoidance of doubt, the Debtors’ agreements with Sony Corporation listed on Schedule 10.4 of the Plan shall include all amendments and related agreements.

49. The Creditors’ Committee shall be automatically dissolved on the Effective Date and all members, employees or agents thereof shall be released and discharged from all rights and duties arising from, or related to, the Reorganization Cases.

50. On the Effective Date, the engagement of each Professional Person retained by the Creditors’ Committee appointed in the Reorganization Cases, shall be terminated without further order of the Bankruptcy Court or act of the parties; provided that nothing herein shall be deemed to limit the right of such Professional Person to submit its Fee Claim and be compensated therefor.

51. Failure specifically to include or reference particular sections or provisions of the Plan or any related agreement in this Order shall not diminish or impair the effectiveness of such sections or provisions, it being the intent of the Court that the Plan be confirmed and such related agreements be approved in their entirety.

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52. Any document related to the Plan that refers to a plan of reorganization of the Debtors other than the Plan confirmed by this Order shall be, and it hereby is, deemed to be modified such that the reference to a plan of reorganization of the Debtors in such document shall mean the Plan confirmed by this Order, as appropriate.

53. In the event of an inconsistency between the Plan, on the one hand, and any other agreement, instrument, or document intended to implement the provisions of the Plan, on the other, the provisions of the Plan shall govern (unless otherwise expressly provided for in such agreement, instrument, or document). In the event of any inconsistency between the Plan or any agreement, instrument, or document intended to implement the Plan, on the one hand, and this Order, on the other, the provisions of this Order shall govern.

54. In accordance with Section 11.4 of the Plan, if the Effective Date does not occur, this Order shall be vacated by this Court. It is further provided that notwithstanding the filing of a motion to vacate, the Confirmation Order shall not be vacated if all of the conditions to consummation set forth in Section 11.2 of the Plan are either satisfied or duly waived before this Court enters an order granting the relief requested in such motion. If the Order is vacated pursuant to Section 11.4, the Plan shall be null and void in all respects, and nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims against or Interests in the Debtors; (b) prejudice in any manner the rights of the holder of any Claim or Interest in the Debtors; or (c) constitute an admission, acknowledgment, offer or undertaking by the Debtors or any other entity with respect to any matter set forth in the Plan.

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55. If the Plan is revoked or withdraw pursuant to Section 14.8 of the Plan prior to the Effective Date, the Plan shall be deemed null and void.

56. Subject to Section 7.1(a) of the Plan, on and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and prosecute, compromise or settle any Claims (including any Administrative Expense Claims) and causes of action without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly imposed herein or by the Plan.

57. The business and assets of the Debtors shall remain subject to the jurisdiction of this Court until the Effective Date. Notwithstanding the entry of this Order, from and after the Effective Date, the Court shall retain such jurisdiction over the Reorganization Cases as is legally permissible, including jurisdiction over those matters and issues described in Article XIII of the Plan.

58. Section 3.1(b) of the New Stockholders Agreement shall be amended and restated in its entirety as follows:

“Board Consent. Except as permitted by Section 3.1(c) below, no Person shall transfer any shares of Common Stock to any Third Party without the prior consent of a majority of the Board of Directors; provided, however, such consent shall not be arbitrarily or capriciously withheld.”

            New York, New York

Dated: July 31, 2008

/s/ Arthur J. Gonzalez

THE HONORABLE ARTHUR J. GONZALEZ

UNITED STATES BANKRUPTCY JUDGE

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APPENDIX I

PLAN OF REORGANIZATION

APPENDIX II

CONFIRMATION NOTICE

EX-99.1

Exhibit 99.1

Contact:	Karen L. Dexter
	Director, Investor Relations
	Ampex Corporation
	(650) 367-4111

AMPEX PLAN OF REORGANIZATION CONFIRMED

REDWOOD CITY, Calif., July 31, 2008, – Ampex Corporation today announced that the United States Bankruptcy Court for the Southern District of New York entered an order confirming the plan of reorganization filed by Ampex and certain of its U.S. subsidiaries under chapter 11 of the United States Code (“the Plan”). All creditors entitled to vote on the Plan had overwhelmingly voted in favor of the Plan. The Company anticipates that all remaining conditions to consummation of the Plan will be able to be satisfied, and that Ampex will emerge from bankruptcy within the next few months.

Upon emergence, Ampex will have greatly deleveraged its capital structure, have access to new funding that will be used for, among other things, general working capital purposes and to repay a portion of its outstanding Senior Notes and will have financing in place, if needed, to satisfy future pension contributions to its defined benefit plans, thereby permitting the Company to continue to serve its customers as it has for more than 60 years.

Ampex Corporation, www.ampex.com, headquartered in Redwood City, California, is one of the world’s leading innovators and licensors of technologies for the visual information age.

This news release may contain predictions, projections and other statements about the future that are intended to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, but are not limited to, those described in the Company’s 2007 Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and the other documents the Company periodically files with the SEC. These forward-looking statements speak only as of the date of this report, and the Company disclaims any obligation or undertaking to update such statements. In assessing forward-looking statements contained in this report, readers are urged to read carefully all such cautionary statements.