Exhibit 4.2.5


SIXTH AMENDMENT TO THE


REVOLVING CREDIT AGREEMENT


 


THIS SIXTH AMENDMENT to the REVOLVING CREDIT
AGREEMENT, dated as of this 29th day of August, 2007 (the “Sixth
Amendment”), is entered into in connection with and as an amendment to that
certain Revolving Credit Agreement, dated as of March 10, 2003 (the “Credit
Agreement”), 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, and as
further amended, restated or modified from time to time, 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 28, 2007;
and


 


WHEREAS, the Borrower and the Bank desire to extend
the maturity date of the Base Revolving Credit Facility to August 28, 2008 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 in Article I of the Credit Agreement is hereby amended to
read as follows:


 


                Termination
Date:  August 28, 2008, or such later
date as is approved in writing by FNBO.


 


2.             Section
2.1 of the Credit Agreement is hereby amended by replacing the phrase “Until
August 28, 2007” with “Until August 28, 2008.”


 


3.             This Sixth 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.


 


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


 


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


 


[Signature page follows]


 

















 


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


 


 


 


	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc T. Wisdom

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BALLANTYNE OF OMAHA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Stark

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President of Operations

  
					



 


 


 


 


 


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:

  	
  CS

  	
   

  
	
   

  	
   

  	
  Borrower