Exhibit 4.1


 


NINTH AMENDMENT TO THE

REVOLVING CREDIT AGREEMENT


 


THIS
NINTH AMENDMENT to the REVOLVING CREDIT AGREEMENT, dated as of this 26th day of September, 2008 (the “Ninth 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, 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 Interim Revolving Credit Facility pursuant to the
Credit Agreement is currently March 30, 2009; and


 


WHEREAS,
the Borrower and the Bank desire to extend the maturity date of the Interim
Revolving Credit Facility to August 30, 2009 and to make certain other
amendments to the Credit Agreement as set forth 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:


 


Interim Facility Termination Date: August 30, 2009, or such later
date as is approved in writing by FNBO.


 


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


 


Interim Facility Commitment: The lesser of (i) $9,400,000
or (ii) 80% of the par value of investments held in the Pledged Account.


 


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


 


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


 


6.           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 Ninth 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:

  	
  President & CEO

  
						



 


Each
of the undersigned guarantors hereby acknowledges the Ninth 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 Ninth
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:

  	
     President

  	
   

  	
  Title:
  

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STRONG
  WESTREX, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   
  /s/ John P. Wilmers

  	
   

  	
   

  	
   

  
	
  Name:

  	
     John
  P. Wilmers

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President