Unassociated Document


     

    Exhibit
4.1

    


    November
8, 2010

    


    Wegener
Communications, Inc.

    11350
Technology Circle

    Johns
Creek, Georgia  30097

    


    Re:  Fifteenth
Amendment

    


    Gentlemen:

    


    Wegener Communications, Inc., a Georgia
corporation (“Borrower”), and The David E.
Chymiak Trust Dated December 15, 1999 (“Trust”), as assignee of the
Bank of America, N.A., successor
interest by merger to LaSalle Bank National Association, respecting a $4,250,000
Loan and Security Agreement (“Security Agreement”), which
Security Agreement has been previously amended fourteen times, wish to further
amend the Security Agreement as provided herein (the “Fifteenth
Amendment”).

    


    NOW, THEREFORE, in consideration of the
foregoing recitals, the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrower and the Trust hereby agree as
follows:

    


    Provision
A. 7 of the Twelfth Amendment is deleted in its entirety and the following is
substituted in its place:

    


    7. Solvency
Representation. Borrower’s obligations under paragraph 10(p) of the
Security Agreement shall be suspended until the last day of Borrower’s 2011
fiscal second quarter ending on March 4, 2011.  Thereafter, such
suspension shall end and Borrower’s full compliance with such obligations shall
be required.

    


    Except as expressly amended hereby, the
Security Agreement, as amended, are ratified and confirmed by the parties hereto
and remain in full force and effect in accordance with the terms
thereof.  In the event there is any conflict between the provisions of
this Fifteenth Amendment and those in the Security Agreement generally, the
provisions of this Fifteenth Amendment shall control in all
respects.

    


    


    [SIGNATURE
PAGE FOLLOWS]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	THE
      DAVID E. CHYMIAK TRUST
      DATED DECEMBER 15, 1999
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/
      David E. Chymiak

              	 	 	
                 

              	 
	Name:	
                David
      E. Chymiak

              	 	 	
                 

              	 
	Title:	
                Trustee

              	 	 	
                 

              	 
	 	 	 	 	 	 
	Accepted
      and agreed to this
8th
      day of November, 2010	 	 	 	 


      

    

    
       

       

      
        
          	WEGENER
      COMMUNICATIONS, INC.
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                  /s/
      C. Troy
      Woodbury, Jr.

                	 	 	
                   

                	 
	Name:	
                  C.
      Troy Woodbury,
      Jr.

                	 	 	
                   

                	 
	Title:	
                  CEO

                	 	 	
                   

                	 
	 	 	 	 	 	 
	Accepted
      and agreed to this
8th
      day of November, 2010	 	 	 	 


        

      

      
        
          
            
              	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                      /s/
      James Traicoff

                    	 	 	
                       

                    	 
	Name:	
                      James
      Traicoff

                    	 	 	
                       

                    	 
	Title:	
                      Treasurer
      and CFO

                    	 	 	
                       

                    	 
	 	 	 	 	 	 
	Accepted
      and agreed to this
8th
      day of November, 2010	 	 	 	 
	 	 	 	 	 
	Consented
      and agreed to by the following guarantor of the obligations of Wegener Communications, Inc.
      to The David E. Chymiak Trust Dated December 15, 1999.	 	 	 	 


            

          

          
             

             

            
              
                	WEGENER
      CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                        /s/
      C. Troy
      Woodbury, Jr.

                      	 	 	
                         

                      	 
	Name:	
                        C.
      Troy Woodbury,
      Jr.

                      	 	 	
                         

                      	 
	Title:	
                        President
      and CEO

                      	 	 	
                         

                      	 
	Date:	November
      8, 2010