Exhibit 4.2 


GMAC COMMERCIAL
FINANCE LLC  



1290 Avenue of the
Americas
 New York, New York 10104 



as of May  7, 2003 




TII NETWORK
TECHNOLOGIES, INC. 




1385 Akron Street
Copiague,
New York 11726  




Re: Amendment to
Loan Documents 




Gentlemen: 



        Reference
is made to certain financing arrangements by and among GMAC COMMERCIAL FINANCE LLC, as
successor by merger to GMAC Commercial Credit LLC (“Lender”), TII NETWORK
TECHNOLOGIES, INC., formerly known as TII Industries, Inc., (“Borrower”) and TII
Corporation (which was subsequently dissolved), pursuant to certain financing agreements,
including that certain Revolving Credit, Term Loan and Security Agreement dated April 30,
1998 (the “Credit Agreement”), together with various other agreements, documents
and instruments referred to therein or at any time executed and/or delivered in connection
therewith or related thereto (all of the foregoing, together with the Credit Agreement, as
the same has been, is hereby being, and may hereafter be amended, restated, renewed,
extended, supplemented, substituted or otherwise modified, collectively, the “Loan
Documents”). 



        Borrower
has requested that Lender agree to amend certain provisions of the Loan Documents, all as
more fully set forth in this letter Re: Amendment to Loan Documents
(“Amendment”). Lender has agreed to accommodate Borrower’s request subject
to the terms and conditions hereof. 



         1.       
          Amendments. Effective as of the date hereof, Section 6.5 of the Credit
          Agreement is hereby amended and restated in its entirety to read as follows: 



	  	        “6.5
Net Worth. Cause to be maintained at all times a consolidated Net Worth in an
amount (the “Minimum Net Worth”) of not less than, for the Borrower’s
fiscal quarter ending June 30, 2003 and for each of the Borrower’s fiscal quarters
thereafter, $12,000,000.” 















 



         2.       
          Representations, Warranties and Covenants. In addition to the continuing
          representations, warranties and covenants heretofore made by Borrower to Lender
          pursuant to the Loan Documents, Borrower hereby represents, warrants and
          covenants with and to Lender as follows (which representations, warranties and
          covenants are continuing and shall survive the execution and delivery hereof and
          shall be incorporated into and made a part of the Loan Documents): 



         (a)       
          No Event of Default exists or has occurred and is continuing on the date of this
          amendment upon giving effect to the terms of this amendment. 



         (b)       
          This Amendment has been duly executed and delivered by Borrower and is in full
          force and effect as of the date hereof, and the agreements and obligations of
          Borrower contained herein constitute the legal, valid and binding obligations of
          Borrower enforceable against Borrower in accordance with its terms. 



         (c)       
          Except as specifically set forth herein, no other changes or modifications to
          the Loan Documents are intended or implied, and in all other respects, the Loan
          Documents shall continue to remain in full force and effect in accordance with
          their respective terms as of the date hereof. Except as specifically set forth
          herein, nothing contained herein shall evidence a waiver or amendment by Lender
          of any other provision of the Loan Documents nor shall anything contained herein
          be construed as a consent by Lender to any transaction other than that
          specifically consented to herein. 



         (d)       
          The terms and provisions of this Amendment shall be for the benefit of the
          parties hereto and their respective successors and assigns; no other person,
          firm, entity or corporation shall have any right benefit or interest under this
          amendment. This Amendment may be signed in counterparts, each of which shall be
          an original and all of which when taken together shall constitute one amendment.
          In making proof of this Amendment, it shall not be necessary to produce or
          account for more than one counterpart signed by the party to be charged. 



         (e)       
          This Amendment sets forth the entire agreement and understanding of the parties
          with respect to the matter set forth herein. This Amendment cannot be changed,
          modified, amended or terminated except in writing executed by the party to be
          charged. 



         3.       
          Amendment Fee. In consideration of the amendments to the Loan Documents
          set forth herein, Borrower unconditionally agrees to pay an amendment fee in the
          amount of $2,500, which amendment fee shall be fully earned as of the date of
          hereof, shall not be subject to refund, rebate or proration for any reason
          whatsoever, and shall be charged by Lender to Borrower as of the date hereof. 










        IN
WITNESS WHEREOF, Lender and Borrower have executed this Amendment as of the day and
year first above written. 




	 	GMAC COMMERCIAL FINANCE LLC





By:  /s/ David M. Duffy  


Title: Senior Vice President






ACKNOWLEDGED AND AGREED: 



TII NETWORK TECHNOLOGIES, INC. 




By: /s/ Kenneth A. Paladino   


Title: Vice President- Finance
       and Principal Financial Officer