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Exhibit 4.2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
AMENDMENT TO CONTINGENT WARRANT AGREEMENT
This AMENDMENT TO CONTINGENT WARRANT AGREEMENT is made and entered into as
of July 21, 2000 (the "Amendment"), by and between AMPEX CORPORATION, a Delaware
corporation ("Ampex"), and INFORMATION SUPER STATION, L.L.C., a District of
Columbia limited liability company (the "Holder").
WHEREAS, Ampex and the Holder have entered into the Contingent Warrant
Agreement dated as of July 22, 1999 (the "Warrant Agreement"), pursuant to which
Ampex granted to the Holder a warrant to purchase up to 512,821 shares of the
Class A Common Stock, par value $0.01 per share, of Ampex (the "Warrant") (all
capitalized terms used and not otherwise defined herein shall have the
respective meanings given to them in the Warrant Agreement); and
WHEREAS, Ampex and the Holder have agreed to amend the vesting provisions
of the Warrant with respect to 100,000 Warrant Shares; and
WHEREAS, Section 16 of the Warrant Agreement requires the written consent
of Ampex and the Holders of at least a majority of the Warrant Shares in order
to amend the Warrant Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto hereby
agree as follows:
1. Consent. The Holder hereby represents and warrants to Ampex that
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the Holder is the sole beneficial owner of the Warrant and the 512,821 Warrant
Shares underlying the Warrant. Each of Ampex and the Holder hereby consents to
the amendment of the Warrant Agreement as set forth herein.
2. Vesting. Effective as of March 15, 2000, Section 13 of the Warrant
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Agreement is hereby deleted and replaced in its entirety with the following:
"Section 3. Vesting. The Warrant shall vest with respect to
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100,000 Warrant Shares on March 15, 2000. The Warrant shall terminate and
lapse with respect to the remaining balance of 412,821 Warrant Shares on
March 15, 2000."
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3. Notices. Effective as of the date hereof, Section 13 of the Warrant
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Agreement is hereby deleted and replaced in its entirety with the following:
"Section 13. Notices. All notices or other communications under
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this Agreement shall be sufficient if in writing and delivered by hand or
sent by telecopy, or sent postage prepaid by registered, certified or
express mail, or by recognized overnight air courier service, and shall be
deemed given when so delivered by hand or telecopied, or if mailed or sent
by overnight courier service, on the third business day after mailing
(first business day after mailing in the case of express mail or overnight
courier service) to the parties at the following addresses:
If to Ampex:
Ampex Corporation
135 East 57/th/ Street, 32/nd/ Floor
New York, NY 10022
Attention: Mr. Edward J. Bramson, Chairman
Facsimile: (212) 754-9591
With copies to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Facsimile: (212) 757-3990
Attention: Moses Silverman, Esq.
Ampex Corporation
500 Broadway
Redwood City, CA 94063
Facsimile: (650) 367-3440
Attention: General Counsel
If to the Holder:
Kalbian Hagerty L.L.P.
2001 L Street, N.W.
Suite 600
Washington, D.C. 20036
Facsimile: (202) 223-6625
or to such other addresses as either party may have furnished to the other
in writing in accordance herewith."
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4. Miscellaneous. Except as set forth in this Amendment, all terms
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and conditions of the Warrant Agreement shall remain unaltered and in full force
and effect. Effective as of March 15, 2000, all references to the Warrant
Agreement contained therein shall refer to the Warrant Agreement, as amended by
this Amendment. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York. This Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement. The headings
contained in this Amendment are for reference only and shall not in any way
affect the meaning or interpretation of this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement,
or caused this Agreement to be duly executed on its behalf on the date first
written above.
AMPEX CORPORATION
By /s/ Edward J. Bramson
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Name: Edward J. Bramson
Title: Chairman and Chief
Executive Officer
INFORMATION SUPER STATION, L.L.C.
By /s/ Dennis J. Dunbar
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Name: Dennis J. Dunbar
Title: Managing Member
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