Exhibit 4(a)(5)


 


AMENDMENT TO CREDIT AGREEMENT


 


This Amendment to Credit
Agreement is dated as of the 28th day of March, 2012 and is by and between TII Network Technologies, Inc. (the "Borrower")
and JPMorgan Chase Bank, N.A. (the "Bank") (the "Amendment").


 


WHEREAS, on December
15, 2006 the Bank made available to the Borrower a revolving credit facility in the amount of $5,000,000 pursuant to a Credit Agreement
dated as of December 15, 2006 between the Borrower and the Bank, as amended from time to time (collectively, the "Credit Agreement")
and evidenced by a Line of Credit Note dated December 15, 2006 from Borrower to Bank, as amended from time to time (collectively,
the "Note") and secured by a Continuing Security Agreement dated as of December 15, 2006 from the Borrower to the Bank
(the "Security Agreement") which was guaranteed pursuant to a Continuing Guaranty dated as of December 15, 2006 from
TII Systems, Inc. to the Bank (the "Guaranty") (the Credit Agreement, the Note, the Security Agreement, the Guaranty
and all other documents executed and delivered in connection therewith, collectively, the "Loan Documents");


 


WHEREAS, the Borrower
has requested that the Bank modify certain terms and definitions set forth in the Credit Agreement to which the Bank has agreed
provided the Borrower enters into this Amendment;


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower and the Bank hereby
agree as follows:


 


1.            Capitalized terms not defined herein
shall have the meaning set forth in the Credit Agreement.


 


2.           Section 5.2L of the Credit Agreement
is hereby amended to read in its entirety as follows:


 


“(i) Permit, as of any fiscal quarter
end through December 30, 2012, its ratio of net income before interest expense and taxes for the twelve month period ending with
such fiscal quarter plus the $4,101,000 noncash expense associated with the impairment of goodwill and the $2,548,000 noncash expense
associated with the provision for excess and obsolete inventory incurred by the Borrower during the fourth fiscal quarter of fiscal
year end 12/31/11 to interest expense for the same period to be less than 2.25 to 1.00; and (ii) permit, as of any fiscal quarter
end on and after December 31, 2012, its ratio of net income before interest expense and taxes for the twelve month period ending
with such fiscal quarter to interest expense for the same period to be less than 2.25 to 1.00.”


 



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3.           The Borrower ratifies and reaffirms
the Loan Documents and the Loan Documents, as hereby amended, shall remain in full force and effect.


 


4.           The Borrower represents and warrants
that (a) the representations and warranties contained in the Credit Agreement are true and correct in all material respects as
of the date of this Amendment, (b) no condition, at, or event which could constitute an event of default under the Credit Agreement,
the Note or any other Loan Documents exists, and (c) no condition, event, act or omission has occurred, which, with the giving
of notice or passage of time, would constitute an event of default under the Credit Agreement, the Note or any other Loan Document.


 


5.           The Borrower agrees to pay all fees
and out-of-pocket disbursements incurred by the Bank in connection with this Amendment, including legal fees incurred by the Bank
in the preparation, consummation, administration and enforcement of this Amendment.


 


6.           This Amendment shall become effective
only after it is fully executed by the Borrower and the Bank.


 


7.           The Borrower acknowledges that as
of the date of this Amendment it has no offsets with respect to all amounts owed by it to the Bank arising under or related to
the Loan Documents on or prior to the date of this Amendment. The Borrower fully, finally and forever releases and discharges the
Bank and its successors, assigns, directors, officers, employees, agents and representatives from any and all claims, causes of
action, debts and liabilities, of whatever kind or nature, in law or in equity, whether now known or unknown to it, which it may
have and which may have arisen in connection with the Loan Documents or the actions or omissions of the Bank related to the Loan
Documents on or prior to the date hereof. The Borrower acknowledges and agrees that this Amendment is limited to the terms outlined
above and shall not be construed as an agreement to change any other terms or provisions of the Loan Documents. This Amendment
shall not establish a course of dealing or be construed as evidence of any willingness on the Bank’s part to grant other
or future agreements, should any be requested.


 


8.           This Amendment is a modification
only and not a novation. Except for the above-quoted modifications, the Loan Documents, any loan agreements, credit agreements,
reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments
or documents executed in connection with the Loan Documents, and all the terms and conditions thereof, shall be and remain in full
force and effect with the changes herein deemed to be incorporated therein. This Amendment is to be considered attached to the
Loan Documents and made a part thereof. This Amendment shall not release or affect the liability of any guarantor of the Note or
credit facility executed in reference to the Loan Documents or release any owner of collateral granted as security for the Loan
Documents. The validity, priority and enforceability of the Loan Documents shall not be impaired hereby. To the extent that any
provision of this Amendment conflicts with any term or condition set forth in the Loan Documents, or any document executed in conjunction
therewith, the provisions of this Amendment shall supersede and control. The Bank expressly reserves all rights against all parties
to the Loan Documents.


 



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9.           This Amendment shall be governed
and construed in accordance with the laws of the State of New York


 


-Signatures on Following
Page-


 



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


 


 





	 	TII NETWORK TECHNOLOGIES, INC.
	 	 
	 	By:	/s/ Stacey L. Moran
	 	Name:	Stacey L. Moran
	 	Title:	Vice President-Finance, Treasurer and
	 	 	Chief Financial Officer
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By:	/s/ Garrett J Fitzsimons
	 	Name:	Garrett J. Fitzsimons
	 	Title:	Vice President







 



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