SECOND AMENDMENT TO THE REVOLVING CREDIT AGREEMENT

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Exhibit 4.2.2

SECOND AMENDMENT TO THE
REVOLVING CREDIT AGREEMENT

        THIS SECOND AMENDMENT to the REVOLVING CREDIT AGREEMENT, dated as of this 27th day of February, 2004 (the "Second Amendment"), is entered into in connection with and as an amendment to that certain Revolving Credit Agreement, dated as of March 10 ^th , 2003 (the "Credit Agreement"), as amended by that First Amendment to the Revolving Credit Agreement dated as of August 31, 2003, 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 Borrower and the Bank desire to amend certain of the covenants as provided in the Credit Agreement; and

        WHEREAS, the Borrower and the Bank are willing to make such amendments on the terms set forth below.

        NOW, THEREFORE, the parties hereby agree that as of the date hereof:

        1.     Section 4.16 of the Credit Agreement is hereby deleted and shall be marked as "4.16 [Reserved]."

        2.     Section 4.17 of the Credit Agreement is hereby amended to read as follows:

        4.17     Acquisitions.     The Borrower shall not, and shall not permit any Subsidiaries to, acquire any stock or any equity interest in, or warrants therefor or securities convertible into the same, or a substantial portion of the assets of, or debentures of, or other investments in another entity without the prior written consent of FNBO, including, without limitation, the acquisition of any treasury stock, which consent shall not be unreasonably withheld; provided, however , that without the consent of FNBO the Borrower and its Subsidiaries shall be permitted to make Permitted Investments; provided further , that without the consent of FNBO the Borrower and its Subsidiaries shall be permitted to acquire any stock or any equity interest in, or warrants therefor or securities convertible into the same, or a substantial portion of the assets of, or debentures of, or other investments in another entity, including any Subsidiary, with an aggregate cumulative purchase price (whether paid in cash, stock or other assets) not to exceed $7,000,000 during the term of the Agreement. Notwithstanding the foregoing, the Borrower shall not be permitted to act as a market maker or to conduct trading activities; and no Subsidiary shall be permitted to conduct trading activities for its own account or to act as a market maker.

        3.     Section 4.18 of the Credit Agreement is hereby amended to read as follows:

        4.18     Subsidiaries.     Except as expressly permitted in Section 4.17 hereof, the Borrower shall not, and shall not permit any Subsidiary to, acquire any Subsidiary without the prior written consent of FNBO, which consent shall not be unreasonably withheld. Upon the creation or acquisition of a Subsidiary by the Borrower, the Borrower shall cause a first security interest in the Borrower's equity interest in such Subsidiary to be perfected in favor of FNBO and the Borrower shall cause such Subsidiary to act as a Guarantor under the Guarantor Documents. Upon the creation or acquisition of a Subsidiary by a Guarantor, such Guarantor shall cause a first security interest in such Guarantor's equity interest in such Subsidiary to be perfected in favor of FNBO and such Guarantor shall cause such Subsidiary to act as a Guarantor under the Guarantor Documents.

        4.     Section 6.1(d) of the Credit Agreement is hereby amended by deleting "4.16" therein.

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