Exhibit
4.2.1


 


FIRST
AMENDMENT TO THE 

REVOLVING CREDIT AGREEMENT


 


THIS
FIRST AMENDMENT to the REVOLVING CREDIT AGREEMENT, dated as of this 31st day of
August, 2003 (the “First Amendment”), is entered into in connection with and as
an amendment to that certain Revolving Credit Agreement, dated as of March 10th,
2003 (the “Credit Agreement”), by and between First National Bank of Omaha (the
“Bank”) and Ballantyne of Omaha, Inc. (the “Borrower”).  All capitalized terms used but not otherwise
defined herein shall have their respective meanings as prescribed in the Credit
Agreement.


 


WHEREAS,
the maturity date for the Base Revolving Credit Facility pursuant to the Credit
Agreement is currently August 31st, 2003; and


 


WHEREAS,
the Borrower and the Bank desire to extend the maturity date of the Base
Revolving Credit Facility to August 30th, 2004 and to make such
other amendments as discussed below.


 


NOW, THEREFORE, the
parties hereby agree that as of the date hereof:


 


1.             The following
definition is hereby added to Article I of the Credit Agreement as follows:


 


Letter(s) of Credit:  Any and all existing and future Letter(s) of
Credit that have been issued or will be issued from time to time by FNBO for
the account of and benefit of the Borrower or one or more of its Subsidiaries.


 


2.             The following
definition in Article I of the Credit Agreement is hereby amended to read as
follows:


 


Termination Date:  August 30, 2004, or such later date as is
approved in writing by FNBO.


 


3.             Section 2.1 of the
Credit Agreement is hereby amended by replacing the phrase “Until August 31,
2003” with “Until August 30, 2004”.


 


4.             Section 2.6 of the
Credit Agreement is hereby amended by adding “and any and all obligations
outstanding under the Letter(s) of Credit” after the phrase “including, without
limitation, the Borrower’s obligations to make payments of principal and
interest on the Note”.


 


5.             This First Amendment shall not affect any and all amounts and
obligations that may be outstanding from the Borrower to the Bank under the
Credit Agreement, and all such obligations remain secured by the Collateral.


 


6.             This First Amendment
may be executed in several counterparts, and such counterparts together shall
constitute one and the same instrument.


 

















 


7.             Except as expressly
agreed herein, all terms of the Credit Agreement shall remain in full force and
effect.


 


 


 


[Signature page
follows]


 


2

















 


IN WITNESS WHEREOF, the
Borrower and the Bank have caused this First Amendment to be executed as of the
day and year first above written.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANK:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  FIRST NATIONAL BANK OF
  OMAHA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/Jeff  Sims

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Jeff Sims

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  BORROWER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  BALLANTYNE OF OMAHA,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Brad French

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Brad French

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  CFO

  	
   

  
										



 


 


NOTICE:  A credit agreement must be in writing to be
enforceable under Nebraska law.  To
protect you and us from any misunderstandings or disappointments, any contract,
promise, undertaking, or offer to forebear repayment of money or to make any
other financial accommodation in connection with this loan of money or grant or
extension of credit, or any amendment of, cancellation of, waiver of, or
substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension
of credit, must be in writing to be effective.


 


	
   

  	
  INITIALED:

  	
  BF

  	
   

  	
   

  
	
   

  	
   

  	
  Borrower

  	
   

  	
   

  



 


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