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The Subordinated Promissory Note is a crucial financing instrument used when parties wish to document a debt obligation that is explicitly subordinated to other debts of the issuer. This document is particularly relevant in the Swiss context where specific legal requirements under the Swiss Code of Obligations must be met for the instrument to be valid and enforceable. It is commonly used in various scenarios including corporate financing, regulatory capital raising by financial institutions, or as part of structured financing arrangements. The document typically includes detailed provisions on the mechanics of subordination, payment terms, events of default, and enforcement rights, all tailored to comply with Swiss law requirements. The subordinated nature of the instrument means it ranks junior to senior debt in the event of insolvency, which can make it an attractive instrument for certain regulatory capital purposes or when senior creditors require structural subordination of other debt.

1. Parties: Identification of the Issuer (Promissor) and the initial Noteholder (Promissee)

2. Background: Brief context of the issuance and the intended subordinated nature of the note

3. Definitions: Key terms used throughout the note, including 'Senior Debt', 'Subordinated Debt', 'Event of Default', etc.

4. Promise to Pay: Unconditional promise to pay the principal amount, including currency and payment details

5. Interest: Interest rate, calculation method, and payment dates

6. Subordination Provisions: Terms establishing the subordinated status of the note relative to senior debt

7. Maturity and Repayment: Maturity date and repayment terms, including any early repayment provisions

8. Events of Default: Circumstances constituting default and consequences

9. Transferability: Terms governing the transfer or assignment of the note

10. Notices: Process for giving notices between parties

11. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction