Unassociated Document


    
      Exhibit
4.1

      


      September
3, 2010

      


      Wegener
Communications, Inc.

      11350
Technology Circle

      Johns
Creek, Georgia  30097


      Re:  Fourteenth
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 thirteen times, wish to further
amend the Security Agreement as provided herein (the “fourteenth
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. 2 of the Twelfth Amendment is deleted in its entirety and the following is
substituted in its place:

      


      
        	
                2.

              	
                Loan
      Amount.  Provision 1 of Exhibit A of the Agreement is deleted in
      its entirety and the following is substituted in its
  place:

              


      

      


      
        
          
            
              	
                    	
                      (1)

                    	
                      LOAN LIMIT: The
      aggregate loan limit shall be Four Million two hundred fifty thousand and
      No/100s Dollars ($4,250,000.00) (the “Loan Limit”).  The Loan
      Limit is inclusive of the amount the Trust will pay to the Bank in respect
      of the Assignment, but shall be exclusive of any accrued but unpaid
      interest
hereunder.

                    


            

          

        

      

      


      Provision
A. 3 of the Twelfth Amendment is deleted in its entirety and the following is
substituted in its place:

      


      
        	
                3.

              	
                Provision
      6 of Exhibit A of the Agreement is deleted in its entirety and the
      following is substituted in its
place:

              


      

      


      
        
          
            	
                  	
                    (6)

                  	
                    INTEREST RATE:
      The
      Loan made pursuant to this Agreement shall bear interest at Twelve percent
      (12.00%) per annum and such interest shall begin to accrue at that rate on
      the date of the Assignment through September 2, 2010.  Effective
      September 3, 2010, interest shall accrue at the rate of Eight percent
      (8.00%) per annum.  All interest shall be calculated upon the
      basis of a 360 day
year.

                  


          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        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 Fourteenth Amendment and those in the Security Agreement generally, the
provisions of this Fourteenth Amendment shall control in all
respects.

      

      
 

      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

      3rd day
of September, 2010.

       

      


      WEGENER
COMMUNICATIONS, INC.

       

      


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

      Name:    C. Troy Woodbury,
Jr.

      Title:
CEO

      Accepted
and agreed to this

      3rd day
of September, 2010

       

      


      By:  /s/
James
Traicoff

      Name:   James Traicoff

      Title:
Treasurer and CFO

      Accepted
and agreed to this

      3rd day
of September, 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:
September 3, 2010