Exhibit 4.2.12


 


TENTH AMENDMENT TO THE


REVOLVING CREDIT AGREEMENT


 


THIS TENTH AMENDMENT to the REVOLVING CREDIT
AGREEMENT, dated as of August 30, 2009 (the “Tenth Amendment”), is entered
into in connection with and as an amendment to that certain Revolving Credit
Agreement, dated as of March 10, 2003, as amended by that First Amendment,
dated as of August 31, 2003, as further amended by that Second Amendment,
dated as of February 27, 2004, as further amended by that Third Amendment,
dated as of August 30, 2004, as further amended by that Fourth Amendment
dated as of August 29, 2005, as further amended by that Fifth Amendment
dated as of August 29, 2006, as further amended by that Sixth Amendment
dated as of August 29, 2007, as further amended by that Seventh Amendment
dated as of March 31, 2008, as further amended by that Eighth Amendment
dated as of August 29, 2008, as further amended by that Ninth Amendment
dated as of September, 2008, and as further amended, restated or modified from
time to time, by and between First National Bank of Omaha, a national banking
association (“FNBO”) and Ballantyne Strong, Inc., a Delaware corporation
formerly known as Ballantyne of Omaha, Inc. (the “Borrower”)
(collectively, the “Credit Agreement”). 
All capitalized terms used but not otherwise defined herein shall have
their respective meanings as prescribed in the Credit Agreement.


 


WHEREAS, effective May 26, 2009, Borrower changed
its name from Ballantyne of Omaha, Inc. to Ballantyne Strong, Inc.;


 


WHEREAS, the maturity date
for the Base Revolving Credit Facility pursuant to the Credit Agreement is
currently August 28, 2009;


 


WHEREAS, the Borrower and FNBO desire to extend the
maturity date of the Base Revolving Credit Facility to November 30, 2009;
and


 


WHEREAS, Strong Digital Systems, Inc., a
Guarantor under the Credit Agreement, merged with Marcel Desrochers, Inc.
on February 2, 2009, and the surviving entity is now known as Strong/MDI
Screen Systems, Inc.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Tenth Amendment, the parties hereby
agree as follows:


 


1.             Definitions.  Article I of the Credit Agreement is
hereby amended to read as follows:


 


(a)           The
definition of “Borrower” is amended and restated in its entirety to read as follows:


 


“Borrower:                                      Ballantyne Strong, Inc., a Delaware
corporation formerly known as Ballantyne of Omaha, Inc.”


 


(b)           The
definition of “Termination Date” is amended and restated in its entirety to
read as follows:


 


1

















 


“Termination Date:                                           November 30, 2009, or such later
date as is approved in writing by FNBO.”


 


2.             Reaffirmation.  Except as specifically amended and modified
hereby or otherwise agreed, the Credit Agreement and each Operative Document
remains in full force and effect in accordance with its terms and is hereby
reaffirmed, ratified and confirmed in all respects.


 


3.             Representations.  The Borrower hereby
represents that on and as of the date hereof and after giving effect to this
Tenth Amendment: (a) all of the representations and warranties contained
in the Credit Agreement are true, correct and complete in all respects as of
the date hereof as though made on and as of the date hereof, except for changes
permitted by the terms of the Credit Agreement; and (b) there exists no
Event of Default under the Credit Agreement as of the date hereof.


 


4.             Entirety.  This Tenth Amendment, the Credit Agreement
and the other Operative Documents embody the entire agreement between the
parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.


 


5.             Counterparts.  This Tenth Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute one and the same instrument.


 


6.             Governing Law.  THIS TENTH AMENDMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEBRASKA.  WHENEVER POSSIBLE EACH PROVISION OF THIS
AMENDMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS TENTH AMENDMENT SHALL BE
PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS AMENDMENT.  ALL OBLIGATIONS OF THE
BORROWER AND RIGHTS OF FNBO EXPRESSED HEREIN, IN THE CREDIT AGREEMENT OR IN ANY
OTHER OPERATIVE DOCUMENT SHALL BE IN ADDITION TO AND NOT IN LIMITATION OF THOSE
PROVIDED BY APPLICABLE LAW.


 


7.             Statutory 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


 


2

















 


DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF
MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.


 


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


 


	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Berkhausen

  
	
   

  	
  Name:

  	
  John Berkhausen

  
	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BALLANTYNE STRONG, INC., formerly known

  as Ballantyne of Omaha, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Herrmann

  
	
   

  	
  Name:

  	
  Kevin Herrmann

  
	
   

  	
  Title:

  	
  Secretary / Treasurer

  
				



 


 


Each of the undersigned Guarantors hereby
acknowledges the Tenth
Amendment, reaffirms its obligations under the Guaranty and other Guarantor
Documents previously delivered, and acknowledges and agrees that the “Obligations”
under the Guaranty includes all of the obligations of the Borrower to FNBO now
or hereafter existing under the Credit Agreement, as amended by the Tenth
Amendment.


 


	
  BTN MANUFACTURING, INC.

  	
  STRONG TECHNICAL SERVICES,
  INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin Herrmann

  	
   

  	
  by:

  	
  /s/ Kevin Herrmann

  
	
  Name:

  	
  Kevin Herrmann

  	
  Name:

  	
  Kevin Herrmann

  
	
  Title:

  	
  Secretary / Treasurer

  	
  Title:

  	
  Secretary / Treasurer

  
	
   

  	
   

  
	
  STRONG WESTREX, INC.

  	
  STRONG/MDI SCREEN SYSTEMS, INC.,

  
	
   

  	
  formerly known as Strong Digital
  Systems, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin Herrmann

  	
   

  	
  By:

  	
  /s/ Kevin Herrmann

  
	
  Name:

  	
  Kevin Herrmann

  	
  Name:

  	
  Kevin Herrmann

  
	
  Title:

  	
  Secretary / Treasurer

  	
  Title:

  	
  Secretary / Treasurer

  
							



 


 


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