Exhibit 10.19


 


**


 


June 2, 2009


 


Mr. Kevin Herrmann


Ballantyne of Omaha, Inc.


4350 McKinley St.


Omaha, NE 68112


 


Dear Mr. Herrmann,


 


Re: Offer to Purchase and
Release Letter


 


Please accept this letter
as a follow up to discussions held concerning your holdings of the variable
rate preferred securities listed on the Exhibit to this letter (the “Securities”).
** offers to purchase for cash, upon your acceptance of the following terms and
conditions (the “Offer”), the Securities at a price equal to the par amount of
such Securities (as set forth on the attached Exhibit) plus accrued interest to
the date of purchase (the “Purchase Date”).


 


We may revoke this Offer
at any time on 30 days written notice to you. Unless extended or revoked
sooner, this Offer will expire at the close of business on December 31,
2009.


 


Prior to accepting our
Offer, you must read the following letter carefully. If you decide to sell the
Securities on the terms and conditions set forth herein, please sign the
attached copy of this letter and return it to me.


 


By signing this letter
and accepting payment for the Securities, you acknowledge and agree to all of
the following terms:


 


1.              This Offer is made to you personally and
may not be assigned or transferred to any other person or entity. No other
person or entity may take advantage of this Offer.


 


2.              You are not aware of any program or offer
by the issuer or the managing underwriter of the Securities to repurchase such
Securities at par, plus accrued interest. If a reasonably acceptable repurchase
program or offer (which will close within 30 days) is announced before we
purchase the Securities on the Purchase Date, you agree to notify us of such
program or offer and to sell your Securities pursuant to such program or offer
rather than our Offer.


 


3.              You agree to sell all of your right,
title and interest in and to the Securities to us, and you represent that no
other person or party has any interest in or claim against the Securities of
any kind. You will sign any other document which we deem necessary to complete
this transaction, whether prior to, on or after the Purchase Date.


 


4.              You will not disclose the existence of
our Offer or the terms thereof, including this letter, other than to your
attorneys and accountants, except as required by law. You will provide


 

















 


prompt notice of such
potential disclosure to ** so that an appropriate protective order may be
sought and/or a waiver of compliance with the provisions of this Agreement may
be granted. We suggest you consult with a professional adviser about this Offer
including your attorneys or accountants. Your adviser must agree not to
disclose any of the terms of this Offer.


 


5.              At the time you purchased the Securities,
you had such knowledge and experience in financial and business matters that
you were capable of evaluating the merits and risks of the prospective purchase
of the Securities. To the extent you deemed necessary, you obtained your own
personal professional advice with respect to the risks inherent in the
investment in the Securities and the suitability of the investment in the
Securities in light of your financial condition and investment needs. You
believed that the investment in the Securities was suitable for you based upon
your investment objectives and financial needs, and you had adequate means of
providing for your current financial needs and personal contingencies and had
no need for liquidity of investment with respect to the Securities.


 


6.              Both at the time you purchased the
Securities and at present, you were and continue to be a bank, registered
investment company, insurance company or other “accredited investor” as defined
in Rule 501 of Regulation D of the United States Securities and Exchange
Commission. You were and continue to be duly and validly organized under the
Jaws of your jurisdiction of incorporation or organization, or you were and
continue to be a natural person, and you could and continue to be able to bear
the economic risk of the purchase and sale of the Securities.


 


7.              You continue to have such knowledge and
experience in business and financial matters, including the analysis of a
participation in the sale of investments similar to the Securities, as to be
capable of evaluating the merits and risks of a sale of the Securities.


 


8.              ** was neither the issuer nor managing
underwriter of the Securities and had no involvement in or responsibility for
the original offering of the Securities, including but not limited to the
preparation of any offering materials relating to the issuance and sale of the
Securities.


 


9.              Effective upon the closing of the sale of
the Securities to **, you release ** and ** their parents, subsidiaries and
affiliates, and their respective officers, directors and employees (the “Released
Parties”) of and from any and all manner of claims, obligations, liabilities,
whether foreseen or unforeseen, matured or unmatured, known or unknown, accrued
or unaccrued, past, present or
future, which you may have against the Released Parties directly or indirectly
arising out of or related to your purchase, ownership and/or sale of the
Securities (“Claims”). You represent that you have not transferred or assigned
your Claims to any third party.


 


10.        This Offer, including this letter and any
other communication from us, does not constitute an admission of liability on
our part of any kind with respect to your purchase and/or sale of the
Securities. We specifically deny and disclaim any liability arising out of or
related to the Securities.


 

















 


11.        You may sell only a portion of the
Securities you own. If you choose to sell only a part of your Securities, this
Offer shall remain open for your remaining Securities, unless we withdraw the
Offer as described above. The release of your rights in paragraph 9, however,
will apply to all of the Securities you own, even if you only sell a portion of
the Securities.


 


In order to accept this
Offer, you must sign this letter, unchanged and unaltered and returning it to
me at this address:


 


**


**


**


**


 


Once we receive the
signed copy of this letter, we will notify you if we need you to sign any
additional documents. After we receive all of the necessary documents, we will
notify you that we are prepared to purchase your Securities on the Purchase
Date set forth in such notice, which will be a date not later than three
business days following the date of such notice. Said notice to be issued upon
receipt of all of the necessary documents not later than June 2, 2009. On
the Purchase Date, we will deposit monies in your designated account in
exchange for your tender of the Securities.


 


We look forward to the
return of the signed copy by you. Should you have any questions please feel
free to contact me.


 


Sincerely,


 


	
   

  	
   

  
	
  **

  	
   

  
	
  Senior Vice President &
  Treasurer

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
  /s/ John P. Wilmers

  	
   

  
	
   

  
	
  Name:

  	
  John P. Wilmers

  	
   

  
	
   

  
	
  Title:

  	
  President &
  CEO

  	
   

  
	
   

  
	
  Company Name:

  	
  Ballantyne of OMAHA

  	
   

  
	
   

  
	
  Date:

  	
  June 2, 2009

  	
   

  
	
   

  
	
  Exhibit:

  
	
  Client Holdings Report