JOINT FILING AGREEMENTJoint Filing Agreement • May 7th, 2001 • McCarthy Group Inc • Photographic equipment & supplies
The undersigned hereby agree that (i) this Joint Filing Agreement (this "Agreement") shall be attached as an exhibit to that certain Statement on Schedule 13D (the "Statement") regarding the common stock of Ballantyne of Omaha, Inc., a Delaware corporation, (ii) the Statement (and any amendment thereto) shall be filed with the Securities and Exchange Commission by McCarthy Group, Inc. on behalf of all of the undersigned as, and shall constitute, a joint filing pursuant to and in accordance with Rule 13d-1(k)(iii) of the Securities Exchange Act of 1934, as amended.
OPERATING AGREEMENT OF BALCO HOLDINGS, LLCMcCarthy Group Inc • May 7th, 2001 • Photographic equipment & supplies • Delaware
The undersigned Fulcrum Growth Partners L.L.C. ("Fulcrum") and McCarthy Group, Inc. ("MGI") each MGI and Fulcrum being each "a Member" and collectively "the Members" all being the Members of BalCo Holdings, LLC, a Delaware limited liability company (the "Company") formed and will operate a limited liability company according to the Delaware Limited Liability Company Act as it may be enacted and amended from time to time (the "Act"), hereby adopt this Operating Agreement as of April 20, 2001.
FULCRUM GROWTH PARTNERS, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT between KFS CORPORATION and MCCARTHY GROUP, INC., as Members Dated as of March 17, 1999Limited Liability Company Agreement • May 7th, 2001 • McCarthy Group Inc • Photographic equipment & supplies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made and entered into as of March 17, 1999 by and between KFS CORPORATION ("KFS"), a Nebraska corporation, and MCCARTHY GROUP, INC. ("MGI"), a Nebraska corporation, to provide for the formation, management and operation of FULCRUM GROWTH PARTNERS, L.L.C (the "Company"), a Delaware limited liability company, pursuant to the Act.
LETTER AGREEMENT May 1, 2001McCarthy Group Inc • May 7th, 2001 • Photographic equipment & supplies
Reference hereby is made to that certain Rights Agreement, dated as of May 25, 2000, between Ballantyne of Omaha, Inc., a Delaware corporation ("Ballantyne"), and ChaseMellon Shareholder Services, L.L.C., as amended by the First Amendment to Rights Agreement, dated April 30, 2001 (the "Rights Plan"). The execution and delivery of this letter (this "Letter Agreement") by Ballantyne and BalCo Holdings, LLC, a Delaware limited liability company ("BalCo") shall constitute their acknowledgement, understanding and agreement with respect to the matters specifically set forth herein, and the parties hereby acknowledge that the mutual promises set forth herein constitute sufficient, good and valuable consideration.
