Exhibit 4.2


 


SECURED BUSINESS PROMISSORY NOTE


 


	
  Omaha,
  Nebraska

  	
   

  	
  $9,400,000.00

  
	
  September 26th, 2008

  	
   

  	
  August 30,
  2009

  
	
  (Note
  Date)

  	
   

  	
  (Maturity
  Date)

  



 


On
or before August 30, 2009, BALLANTYNE OF OMAHA, INC. (“Maker”) promises to
pay to the order of FIRST NATIONAL BANK OF OMAHA (“Lender”) the principal sum
hereof, which shall be the lesser of Nine Million Four Hundred Thousand Dollars
($9,400,000.00), or so much thereof as may have been advanced by Lender
pursuant to the Revolving Credit Agreement dated as of March 10, 2003, as
amended, modified, supplemented and restated from time to time (the “Agreement”)
between Maker and Lender. All capitalized terms not defined herein shall have
their respective meanings as set forth in the Agreement.


 


Interest
shall accrue on the principal sum hereof outstanding from time to time at a
floating per annum interest rate equal to the Interim Revolving Credit Rate.
The Interim Revolving Credit Rate will be adjusted on each Adjustment Date.


 


Interest
shall accrue from and after the date of advance to the date of repayment and
shall be calculated based on a year of 360 days, and actual days elapsed.
Notwithstanding anything to the contrary elsewhere herein, after an Event of
Default has occurred interest shall accrue on the entire outstanding balance of
principal and interest on all indebtedness hereunder at a fluctuating rate
equal to the Default Rate. Interest shall be due no later than the tenth day of
each month.


 


The
aggregate principal balance outstanding under this Note together with all
accrued but unpaid interest thereon shall be due on the Interim Facility
Termination Date. All obligations of Maker under this Note shall be payable in
immediately available funds in lawful money of the United States of America at
the principal office of Lender in Omaha, Nebraska or at such other address as
may be designated by Lender in writing. In the event that a payment day is not
a Business Day, the payment shall be due on the next succeeding Business Day.


 


Maker
may at any time prepay the principal amount outstanding under this Note if
Maker has given Lender at least two (2) Business Day’s prior written notice of
its intention to make such prepayment. Any such prepayment may be made without
penalty.


 


All
obligations of Maker hereunder shall be secured by a first security interest in
the Collateral, as more specifically described in the Security Agreement, the
Pledge Agreement and Control Agreement, subject to liens permitted thereunder.


 


GENERAL TERMS


 


Maker’s
liability for any amounts owed under this Note and the other Operative
Documents (the “Obligations”) shall not be affected by any of the following:


 


Acceptance
or retention by Lender of other property or interests as security for the
Obligations, or for the liability of any person other than a Maker with respect
to the Obligations;


 


The
release of all or any of the Collateral or other security for any of the
Obligations to any Maker; or


 

















 


Failure by Lender to resort to other security or any
person liable for any of the Obligations before resorting to the Collateral.


 


Lender is not required to take any action whatsoever
in respect of the Collateral. Impairment or destruction of the Collateral shall
not release Maker of its liability hereunder.


 


Upon the failure of Maker to make any payment of
principal or interest when due hereunder or the occurrence of any Event of
Default, all of the Obligations shall, upon the election of Lender and without
notice or demand, mature and become immediately due and payable; and Lender
shall have all rights and remedies for default provided by the Uniform
Commercial Code, any other applicable law and/or the Operative Documents.


 


All costs and expenses incurred by Lender in
enforcing its rights under this Note or any mortgage, endorsement, surety
agreement, guaranty relating thereto are the obligation of Maker and are
immediately due and payable. Interest shall accrue on such costs and expenses
from the date of incurrence at the rate specified herein for delinquent Note
payments. Each Maker, endorser, surety and guarantor hereby waives presentment,
protest, demand, notice of dishonor, and the defense of any statute of
limitations.


 


Without affecting the liability of any Maker,
endorser, surety or guarantor, the holder may, without notice, renew or extend
the time for payment, accept partial payments, release or impair any Collateral
or other security for the payment of this Note or agree to sue any party liable
on it.


 


Lender shall not be deemed to have waived any of its
rights upon or under this Note, or under any mortgage, endorsement, surety
agreement or guaranty, unless such waivers be in writing and signed by Lender,
as the case may be. No delay or omission on the part of Lender in exercising
any right shall operate as a waiver of such right or any other right. A waiver
on any one occasion shall not be construed as a bar to or waiver of any right
on any future occasion. All rights and remedies of Lender on liabilities or the
Collateral, whether evidenced hereby or by any other instrument or papers,
shall be cumulative and may be exercised singularly or concurrently.


 


Maker, if more than one, shall be jointly and
severally liable hereunder and all provisions hereof regarding the liabilities
or security of Maker shall apply to any liability or any security of any or all
of them. This Note shall be binding upon the heirs, executors, administrators,
assigns or successors of Maker; shall constitute a continuing agreement,
applying to all future as well as existing transactions, whether or not of the
character contemplated at the date of this Note, and if all transactions
between Lender and Maker shall be at any time closed, shall be equally
applicable to any new transactions thereafter, provided that Lender’s interest
in the Collateral shall be limited to the extent provided in the Security
Agreement, the Pledge Agreement and the Control Agreement; shall benefit
Lender, its successors and assigns; and shall so continue in force
notwithstanding any change in any partnership party hereto, whether such change
occurs through death, retirement or otherwise.


 


All obligations of Maker hereunder shall be payable
in immediately available funds in lawful money of the United States of America
at the principal office of Lender.


 


This
Note shall be construed according to the laws of the State of Nebraska.


 


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Unless
the context otherwise requires, all terms used herein which are defined in the
Uniform Commercial Code shall have the meanings therein stated.


 


Any
provision of this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.


 


THIS
NOTE REPLACES IN ITS ENTIRETY THAT SECURED BUSINESS PROMISSORY NOTE DATED MARCH 31,
2008 IN THE PRINCIPAL AMOUNT OF $10,400,000 MADE BY THE MAKER IN FAVOR OF THE
LENDER.


 


Executed
as of this 26th day of September, 2008.


 


 


	
   

  	
  BALLANTYNE
  OF OMAHA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John P. Wilmers

  
	
   

  	
   

  	
  John
  P. Wilmers

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President
  & CEO

  
				



 


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PROMISSORY NOTE SCHEDULE 




Loan Advances and Payments of Principal




BALLANTYNE OF OMAHA, INC.




REVOLVING NOTE ADVANCES AND PAYMENTS:


 


	
   

  	
   

  	
   

  	
   

  	
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