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The Amended And Restated Promissory Note is utilized when parties wish to modify the terms of an existing promissory note while maintaining the continuity of the original obligation. This document is particularly relevant in scenarios involving debt restructuring, modification of payment terms, or consolidation of multiple debt obligations. Under Swiss law, this instrument must comply with the Swiss Code of Obligations and related financial regulations, making it a formal document that requires careful drafting and consideration of Swiss legal requirements. The document typically includes detailed information about the original note, the reasons for amendment, revised payment terms, interest calculations, and any security arrangements. It's commonly used in both corporate and private lending scenarios, providing a clear legal framework for the modified debt obligation while ensuring enforceability under Swiss law.

1. Parties: Identification of the Lender (Promisee) and Borrower (Promisor), including full legal names, addresses, and any registration details

2. Background: Details of the original promissory note being amended, including its date, principal amount, and reason for amendment and restatement

3. Definitions: Key terms used throughout the document, including 'Original Note', 'Principal Amount', 'Interest Rate', and other relevant defined terms

4. Amendment and Restatement: Express provision that this note amends, restates and replaces the Original Note in its entirety

5. Promise to Pay: The fundamental promise to pay the principal amount and interest, including the specific sum, currency, and payment terms

6. Interest Rate: Specification of the applicable interest rate, calculation method, and payment frequency

7. Payment Terms: Details of payment schedule, method of payment, and place of payment

8. Prepayment Provisions: Terms governing early repayment rights and any associated penalties or conditions

9. Events of Default: Circumstances constituting default and consequences thereof

10. Remedies: Rights and remedies available to the holder upon default

11. Representations and Warranties: Basic representations regarding capacity and authority to enter into the note

12. Governing Law and Jurisdiction: Explicit statement of Swiss law governance and jurisdiction for disputes