Exhibit
4.2


    AMENDED
AND RESTATED

    SECURED
PROMISSORY NOTE

    


    


    New York,
New York

     As
of January 1, 2009

    US$11,601,156

    


    FOR VALUE RECEIVED, Porta Systems Corp.
("Maker") hereby promises to pay to Cheyne Special Situations Fund, L.P.
("Holder"), or order, at Stornoway House, 13 Cleveland Row, London SWIA 1DH,
United Kingdom, or at such other address as the Holder may specify in writing,
the principal sum of $11,601,156 USA pursuant to that certain Amended and
Restated Loan and Security Agreement between the Maker and Foothill Capital
Corporation, dated as of November 28, 1994 (as the same shall be amended from
time to time, the "Agreement") plus interest in the manner and upon the terms
and conditions set forth below.

    


    1.           Rate of
Interest.

    


    This Amended and Restated Secured
Promissory Note ("Note") includes unpaid, accrued interest through December 31,
2008 in the amount of $351,156 which is hereby added to the amounts due and
owing under this Note and which is not included in the principal amount
hereof.  Commencing on January 1, 2009 and thereafter this Note shall
bear interest at the rate of 121⁄2% per annum on the outstanding principal
balance, payable as indicated in Section 2 below.

    


    2.           Schedule of Payments of
Principal and Interest.

    


    Principal and interest under this Note
shall be due and payable as follows: twelve quarterly installments each in the
amount of $375,000, with the first payment of principal and interest being due
on June 30, 2010, followed by 13 quarterly installments of principal and
interest each in the amount of $500,000, with a final payment of all remaining
principal and accrued interest on September 30, 2016.  All payments
shall be applied first to accrued interest and any remainder to
principal.

    


    3.           Prepayment.

    


    This Note may be prepaid at any time,
in whole or in part, without any premium or penalty whatsoever.

    


    Maker is required to prepay this Note
under certain circumstance set forth in the Agreement.

    


    4.           Holder's Right of
Acceleration.

    


    Upon the occurrence of an Event of
Default under the Agreement including, but not limited to, the failure to pay
any installment of principal or interest hereunder when due, the Holder may, at
its election and without notice to the Maker, declare the entire balance hereof
immediately due and payable.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.           Additional Rights of
Holder.

    


    If any installment of principal or
interest hereunder is not paid when due, the Holder shall have the right to add
the unpaid interest to principal, with such amount thereafter bearing interest
from the date that such interest is added to principal at the rate provided in
this Note in addition to the rights set forth herein, in the Agreement, and
under law.

    


    6.           General
Provisions.

    


    (a)           If
this Note is not paid when due, the Maker further promises to pay all costs of
collection, foreclosure fees, and reasonable attorneys' fees incurred by the
Holder, whether or not suit is filed hereon.

    


    (b)           The
Maker hereby consents to any and all renewals, replacements, and/or extensions
of time for payment of this Note before, at, or after maturity, subject to
clauses (e), (f), (g), and (h) below.

    


    (c)           The
Maker hereby consents to the acceptance, release or substitution of security for
this Note, subject to clauses (e), (f), (g), and (h) below.

    


    (d)           Presentment
for payment, notice of dishonor, protest, and notice of protest are hereby
expressly waived.

    


    (e)           Any
waiver of any rights under this Note, the Agreement, or under any other
agreement, instrument, or paper signed by the Maker is neither valid nor
effective unless made in writing and signed by the Holder.

    


    (f)           No
delay or omission on the part of the Holder in exercising any right shall
operate as a waiver thereof or of any other right.

    


    (g)           A
waiver by the Holder upon any one occasion shall not be construed as a bar or
waiver of any right or remedy on any future occasion.

    


    (h)           Should
any one or more of the provisions of this Note be determined illegal or
unenforceable, all other provisions shall nevertheless remain
effective.

    


    (i)           This
Note cannot be changed, modified, amended, or terminated orally.

    


    (j)           All
amounts due hereunder shall be paid in United States of America
dollars.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.           Security for the
Note.

    


    This Note is secured by the security
interest as set forth in the Agreement, and by various other security
documents.  This Note is subject to all of the terms and conditions of
the Agreement including, but not limited to, the remedies specified
therein.

    


    8.           Amendment and
Restatement.

    


    This Note amends, restates and replaces
in its entirety that certain Amended and Restated Secured Promissory Note dated
August 1, 2008 which amended, restated and replaced in their entirety that
certain Secured Promissory Note in the principal amount $22,609,930.30
originally dated March 1, 2002 and that certain Secured Promissory Note in the
principal amount of $2,250,000 originally dated May 10, 2002.  The
Notes dated March 1, 2002 and May 10, 2002 have been lost by the Holder and the
Holder agrees to execute and deliver to the Maker a lost notes affidavit in
standard form.

    


    9.           Choice of Law and
Venue.

    


    THE VALIDITY OF THIS NOTE, ITS
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE MAKER AND
THE HOLDER, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW THAT WOULD REQUIRE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION. THE MAKER AND HOLDER HEREBY AGREE THAT ALL ACTIONS OR PROCEEDING
ARISING IN CONNECTION WITH THIS NOTE SHALL BE TRIED AND DETERMINED ONLY IN THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.
THE MAKER AND HOLDER HEREBY EXPRESSLY WAIVE ANY RIGHT EACH OF THEM MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

    


    10                      Waiver of Jury
Trial.

    


    THE MAKER AND HOLDER HEREBY EXPRESSLY
WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION,
OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF THE HOLDER AND THE
MAKER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE.  THE MAKER AND HOLDER HEREBY
AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL
BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT THE HOLDER MAY FILE AN
ORIGINAL COUNTERPART OF THIS SECTION 10 WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF MAKER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN WITNESS WHEREOF, this Note has been
executed and delivered on the date first set forth above.

    


    PORTA SYSTEMS CORP.,

    a Delaware corporation

    


    


    By:  /s/ Edward B.
Kornfeld                       


            Edward
B. Kornfeld

            Chief
Executive Officer

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CONSENT AND
RATIFICATION

     

    Each of
the undersigned affiliates of Porta Systems Corp. (“Porta”) is aware of the
terms of the above attached Amended and Restated Secured Promissory Note, dated
as of January 1, 2009 (the “Note”), and hereby consents to the Note and
guarantees the obligations of Porta under the Note.

     

    
    

     

    
      	 	      
              ASTER
      CORPORATION

               

               

              By:  /s/ Edward B.
      Kornfeld

              Name:
      Edward B.
      Kornfeld

              Title:________________

            
	 	 
	 	 
	 	      
              CPI
      HOLDING CORP.

               

               

              By:  /s/ Edward B.
      Kornfeld

              Name:
      Edward B.
      Kornfeld

              Title:________________

            
	 	 
	 	 
	 	      
              CRITERION
      PLASTICS, INC.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:
      Edward B.
      Kornfeld

              Title:________________  

            
	 	 
	 	 
	 	      
              DISPLEX,
      INC.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:________________

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 
	 	 
	 	      
              MIROR
      TELEPHONY SOFTWARE, INC.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              PORTA
      FOREIGN SALES CORP.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              PORTA
      SYSTEMS OVERSEAS CORP.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              LERO
      INDUSTRIES LTD.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              PORTA
      SYSTEMS, LIMITED

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              PORTA
      SYSTEMS EXPORT CORP.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              PORTA
      SYSTEMS INTERNATIONAL CORP.

               

               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              PORTA
      SYSTEMS LEASING CORP.

               

               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              VANDERHOFF
      BUSINESS SYSTEMS LTD.

               

               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              VANDERHOFF
      COMMUNICATIONS LTD.

              


               

              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________

            
	 	 
	 	 
	 	      
              PORTA
      SYSTEMS S.A. de C.V.

              


              


              By:  /s/ Edward B.
      Kornfeld

              Name:  Edward B.
      Kornfeld

              Title:_________________