RELM WIRELESS CORP
4TH AMENDMENT TO LOAN & SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>4TH AMENDMENT TO LOAN & SECURITY AGREEMENT
<TEXT>

<PAGE>







                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                           ------------------------



                           RELM WIRELESS CORPORATION



                           ------------------------


                          FORM 10-Q QUARTERLY REPORT

                         FOR THE FISCAL QUARTER ENDED:

                                MARCH 31, 2001


                           -------------------------


                                   EXHIBITS


                           -------------------------
<PAGE>

                                                                    EXHIBIT 10.1
                                                                    ------------

                FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                -----------------------------------------------

     THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is made
effective as of the 4 day of May, 2001, by and between RELM COMMUNICATIONS,
INC., RELM WIRELESS CORPORATION, RXD, INC. (jointly, severally and collectively,
"Borrower") and SUMMIT COMMERCIAL/GIBRALTAR CORP. ("Lender").


                                  BACKGROUND
                                  ----------

     A.   Pursuant to that certain Loan and Security Agreement dated February
26, 1999 by and between Borrower and Lender (as amended by that certain
Amendment to Loan and Security Agreement dated December 17, 1999, that certain
Second Amendment to Loan and Security Agreement dated March 10, 2000, that
certain Third Amendment to Loan and Security Agreement dated March 24, 2000 and
as the same may be amended, modified, supplemented or restated from time to
time, the "Loan Agreement"), Lender agreed to extend certain credit facilities
to Borrower.

     B.   Borrower and Lender have agreed to amend the Loan Agreement as
described herein.

     C.   All capitalized terms used herein and not separately defined shall
have the meanings provided for such terms in the Loan Agreement.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:

     1.   Financial Covenants. Effective January 1, 2001, Sections 8.1 and 8.2
          -------------------
of the Loan Agreement are hereby deleted in their entirety and replaced with the
following:

          "8.1 Cash Flow Coverage Ratio. Borrower shall have a Cash Flow
               ------------------------
          Coverage Ratio as of the end of each fiscal quarter of
          Borrower, measured on a cumulative year to date basis, of not
          less than (a) .5 to 1.0 as of March 31, 2001; and (b) 1.0 to
          1.0 as of each fiscal quarter of Borrower ending thereafter.

          8.2  Tangible Net Worth. Borrower shall have a Tangible Net
               ------------------
          Worth of not less than (a) Five Million Two Hundred Thousand
          Dollars ($5,200,000.00) as of March 31, 2001; (b) Five Million
          Four Hundred Thousand Dollars ($5,400,000) as of June 30,
          2001; (c) Five Million Four Hundred Fifty Thousand Dollars
          ($5,450,000.00) as of September 30, 2001; and (d) Five Million
          Five Hundred Thousand Dollars ($5,500,000.00) as of December
          31, 2001 and as of the end of each fiscal quarter of Borrower
          thereafter."

     2.   Amendment Fee. On the date hereof, Borrower shall pay to Lender an
          --------------
amendment fee equal to Two Thousand Dollars $2,000.00), which fee may be charged
to the Line.

     3.   Additional Documents; Further Assurances. Borrower shall execute and
          ----------------------------------------
deliver or cause to be executed and delivered to Lender any and all documents,
agreements, corporate resolutions,
<PAGE>

certificates and opinions as Lender shall request in connection with the
execution and delivery of this Amendment or any documents in connection
herewith, all of which shall be in form and content acceptable to Lender in its
sole discretion.

     4.   Further Agreements and Representations of Borrower. Borrower does
          --------------------------------------------------
hereby:

          (a)  ratify, confirm and acknowledge that, as amended hereby, the Loan
Agreement and the other Loan Documents are valid, binding and in full force and
effect;

          (b)  covenant and agree to perform all of its obligations under the
Loan Agreement and the other Loan Documents, as amended;

          (c)  acknowledge and agree that as of the date hereof Borrower has no
defense, set-off, counterclaim or challenge against the payment of any sums
owing under the Lender Indebtedness or the enforcement of any of the terms of
the Loan Agreement or the other Loan Documents, as amended;

          (d)  acknowledge and agree that all representations and warranties of
Borrower contained in the Loan Agreement and/or the other Loan Documents, as
amended, are true, accurate and correct on and as of the date hereof as if made
on and as of the date hereof;

          (e)  represent and warrant that no Event of Default exists or will
exist upon the delivery of notice, passage of time or both, and all information
described in the foregoing Background is true and accurate; and

          (f)  acknowledge and agree that nothing contained herein and no
actions taken pursuant to the terms hereof is intended to constitute a novation
of the Loan Agreement or any of the other Loan Documents and does not constitute
a release, termination or waiver of any of the liens, security interests, rights
or remedies granted to the Lender therein, which liens, security interests,
rights and remedies are hereby ratified, confirmed, extended and continued as
security for the Lender Indebtedness.

     5.   Costs and Expenses. In addition to the fee set forth in Section 2
          ------------------                                      ---------
hereof, upon execution of this Amendment, Borrower shall pay to Lender all costs
and expenses incurred by Lender in connection with the review, preparation and
negotiation of this Amendment and all documents in Connection therewith,
including, without limitation, all of Lender's attorneys' fees and costs.

     6.   Inconsistencies. To the extent of any inconsistency between the terms,
          ---------------
conditions and provisions of this Amendment and the terms, conditions and
provisions of the Loan Agreement or the other Loan Documents, the terms,
conditions and provisions of this Amendment shall prevail. All terms, conditions
and provisions of the Loan Agreement and the other Loan Documents not
inconsistent herewith shall remain in full force arid effect.

     7.   Construction. All references to the Loan Agreement therein or in any
          ------------
other Loan Documents shall be deemed to be a reference to the Loan Agreement as
amended hereby.

     8.   No Waiver. Nothing contained herein is intended to nor shall it
          ---------
constitute a waiver by Lender of any rights and remedies available to it at law
or in equity or as provided in the Loan Agreement or in the Loan Documents.

                                       2
<PAGE>

     9.   Binding Effect. This Amendment shall be binding upon and inure to the
          --------------
benefit of the parties hereto and their respective successors and assigns.

     10.  Governing Law. This Amendment shall be governed by and construed in
          -------------
accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
the day and year first above written.

                               RELM COMMUNICATIONS, INC.


                               By:       /s/ W. P. Kelly
                                  --------------------------------------------
                                         William P. Kelly, Vice President/CFO
(CORPORATE SEAL)


                               RELM WIRELESS CORPORATION


                               By:       /s/ W. P. Kelly
                                  --------------------------------------------
                                         William P. Kelly, Vice President/CFO
(CORPORATE SEAL)


                               RXD, INC.


                               By:       /s/ W. P. Kelly
                                  --------------------------------------------
                                         William P. Kelly, Vice President/CFO
(CORPORATE SEAL)


                               SUMMIT COMMERCIAL/GIBRALTAR CORP.

                               By:       /s/ Stewart J. Jensen.
                                  --------------------------------------
                               Name/Title      Stewart J. Jensen, V.P.
                                         -------------------------------



     The undersigned, intending to be legally bound hereby, acknowledge and
agree (a) to the terms of the foregoing Amendment; (b) that the foregoing
Amendment shall not in any way adversely affect or impair the obligations of the
undersigned to Lender under those certain Surety Agreements front the
undersigned to Lender, each dated February 26, 1999, or under any documents in
connection therewith or collateral thereto; and (c) that such Surety Agreement
and all such other documents are hereby ratified, confirmed and continued as of
this 4 day of May, 2001.


                               REDGO PROPERTIES, INC.

                                       3
<PAGE>

                               By:        /s/ W. P. Kelly
                                  ---------------------------------------------
                                          William P. Kelly, Vice President/CFO
(CORPORATE SEAL)


                               RELM COMMUNICATIONS OF FLORIDA, INC.


                               By:        /s/ W. P. Kelly
                                  ---------------------------------------------
                                          William P. Kelly, Vice President/CFO
(CORPORATE SEAL)

                                       4
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