Exhibit 4.2.4


 


FOURTH AMENDMENT TO THE

REVOLVING CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT to the REVOLVING CREDIT
AGREEMENT, dated as of this 24th day of August, 2005 (the “Fourth
Amendment”), is entered into in connection with and as an amendment to that certain
Revolving Credit Agreement, dated as of March 10th, 2003 (the
“Credit Agreement”), as amended by that First Amendment, dated as of August 31st,
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,
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 29th,
2005; and


 


WHEREAS, the Borrower and the Bank desire to extend
the maturity date of the Base Revolving Credit Facility to August 28th,
2006 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, 2006, 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 29, 2005” with “Until August 28, 2006”.


 


3.             This Fourth 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
Fourth 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 Fourth Amendment to be executed as of the day and year first above
written.


 


 


 


	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc T. Wisdom

  
	
   

  	
  Name: Marc T. Wisdom

  
	
   

  	
  Title: Commercial Loan Officer

  
	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BALLANTYNE OF OMAHA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Wilmers

  
	
   

  	
  Name: John Wilmers

  
	
   

  	
  Title: President and CEO

  
	
   

  	
   

  



 


 


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: 

  	
    JW

  	
   

  
	
   

  	
   

  	
     Borrower