Exhibit 4.2.6
CONSENT AND WAIVER
AGREEMENT
This Consent and Waiver Agreement (the
“Waiver”) is given as of this 29th day of
September, 2006, by the undersigned First National Bank of Omaha,
as lender (the “Lender”), under that certain Revolving
Credit Agreement, dated as of March 14, 2003, as the same has been
amended, restated and supplemented from time to time, by and among
the Lender and Ballantyne of Omaha, Inc., as borrower (the
“Borrower”) (the “Credit Agreement”).
All capitalized terms used but not otherwise defined herein shall
have their respective meanings as prescribed in the Credit
Agreement.
WHEREAS, under
Section 6.1 of the Credit Agreement an Event of Default will occur
if the Borrower experiences a Change of Control as defined under
the Credit Agreement; and
WHEREAS, the
Borrower has announced that Mr. Brad French, the current Chief
Financial Officer of the Borrower, intends to retire from his
position as Chief Financial Officer effective as of November 15,
2006; and
WHEREAS, such
retirement by Mr. French will be deemed a Change of Control under
the terms of the Credit Agreement and accordingly will cause an
Event of Default thereunder; and
WHEREAS, the
Borrower has requested that the Lender waive such Event of Default
and consent to the resignation of Mr. French and the appointment of
Mr. Kevin Herrmann as the Borrower’s new Chief Financial
Officer (the “Appointment”); and
WHEREAS, the
Lender has agreed to waive such Event of Default and to consent to
the Appointment upon the terms and conditions provided herein;
and
WHEREAS,
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