Exhibit 4.2.9


 


EIGHTH AMENDMENT TO THE


REVOLVING CREDIT AGREEMENT


 


                THIS EIGHTH
AMENDMENT to the REVOLVING CREDIT AGREEMENT, dated as of this 29th
day of August, 2008 (the “Eighth 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, 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”) (the “Credit Agreement”). 
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, 2008; and


 


                WHEREAS, the
Borrower and the Bank desire to extend the maturity date of the Base Revolving
Credit Facility to August 28, 2009.


 


                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, 2009, or such later date as is approved in writing by
FNBO.


 


2.             This Eighth 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.


 


3.             The Borrower hereby represents that on
and as of the date hereof and after giving effect to this Eighth 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.             This Eighth 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.


 


 

















 


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


 


	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc Wisdom

  
	
   

  	
  Name:

  	
  Marc Wisdom

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  BALLANTYNE OF OMAHA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Wilmers

  
	
   

  	
  Name:

  	
  John P. Wilmers

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
				



 


Each of the undersigned
guarantors hereby acknowledges the Eighth 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 the Bank now or heareafter existing under
the Credit Agreement, as amended by the Eighth Amendment.


 


	
  STRONG DIGITAL SYSTEMS, INC.

  	
  STRONG
  TECHNICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John P. Wilmers

  	
   

  	
  By:

  	
  /s/ John P. Wilmers

  
	
  Name:

  	
  John P. Wilmers

  	
   

  	
  Name:

  	
  John P. Wilmers

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STRONG WESTREX,
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John. P. Wilmers

  	
   

  	
   

  	
   

  
	
  Name:

  	
  John P. Wilmers

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer