Fifteenth Amendment to Loan and Security Agreement between Wegener Communications, Inc. and The David E. Chymiak Trust

Summary

Wegener Communications, Inc. and The David E. Chymiak Trust have agreed to a fifteenth amendment to their existing $4,250,000 Loan and Security Agreement. This amendment suspends the Borrower's solvency representation obligations until the end of its 2011 fiscal second quarter, after which full compliance resumes. All other terms of the original agreement remain unchanged. The amendment is also acknowledged by Wegener Corporation as guarantor.

EX-4.1 2 v201611_ex4-1.htm 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