Exhibit 4.2.13


 


ELEVENTH AMENDMENT TO THE


REVOLVING CREDIT AGREEMENT


 


THIS ELEVENTH AMENDMENT to the REVOLVING CREDIT
AGREEMENT, dated as of November 30, 2009 (the “Eleventh 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, as further amended by that Ninth
Amendment dated as of September, 2008, as further amended by the Tenth
Amendment dated as of August 30, 2009, and as further amended, restated or
modified from time to time, by and between First National Bank of Omaha, a
national banking association (“FNBO”) and Ballantyne Strong, Inc., a
Delaware corporation formerly known as Ballantyne of Omaha, Inc. (the “Borrower”)
(collectively, 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 November 30, 2009;


 


WHEREAS, the Borrower and FNBO desire to extend the
maturity date of the Base Revolving Credit Facility to March 31, 2010.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Eleventh Amendment, the parties
hereby agree as follows:


 


1.             Definitions.  Article I
of the Credit Agreement is hereby amended to read as follows:


 


The definition of “Termination Date” is amended and
restated in its entirety to read as follows:


 


“Termination Date:  
March 31, 2010, or such later date as is approved in writing by
FNBO.”


 


2.             Reaffirmation.  Except as specifically amended and modified
hereby or otherwise agreed, the Credit Agreement and each Operative Document
remains in full force and effect in accordance with its terms and is hereby reaffirmed,
ratified and confirmed in all respects.


 


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


 


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terms
of the Credit Agreement; and (b) there exists no Event of Default under
the Credit Agreement as of the date hereof.


 


4.             Entirety.  This Eleventh Amendment, the Credit Agreement
and the other Operative Documents embody the entire agreement between the
parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.


 


5.             Counterparts. 
This Eleventh Amendment may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute one and the same instrument.


 


6.             Governing Law. 
THIS ELEVENTH AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY
THE LAWS OF THE STATE OF NEBRASKA APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN THE STATE OF NEBRASKA.  WHENEVER POSSIBLE EACH PROVISION OF THIS
AMENDMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS ELEVENTH AMENDMENT SHALL BE
PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS AMENDMENT.  ALL OBLIGATIONS OF THE
BORROWER AND RIGHTS OF FNBO EXPRESSED HEREIN, IN THE CREDIT AGREEMENT OR IN ANY
OTHER OPERATIVE DOCUMENT SHALL BE IN ADDITION TO AND NOT IN LIMITATION OF THOSE
PROVIDED BY APPLICABLE LAW.


 


7.             Statutory 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.


 


[REMAINDER OF PAGE
INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS.]


 


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


 


	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John Berkhausen

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BALLANTYNE STRONG, INC., formerly known as
  Ballantyne of Omaha, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Wilmers

  
	
   

  	
  Name:

  	
  John P. Wilmers

  
	
   

  	
  Title:

  	
  President

  



 


Each of the undersigned Guarantors hereby
acknowledges the Eleventh
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 FNBO now
or hereafter existing under the Credit Agreement, as amended by the Eleventh
Amendment.


 


	
  BTN MANUFACTURING, 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.

  	
   

  	
  STRONG/MDI SCREEN SYSTEMS, INC.,

  
	
   

  	
   

  	
  formerly known as Strong Digital
  Systems, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John P. Wilmers

  	
   

  	
  By:

  	
  /s/ John P. Wilmers

  
	
  Name:

  	
  John P. Wilmers

  	
   

  	
  Name:

  	
  John P. Wilmers

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  



 


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