assignment of a promissory note

Can You Assign a Promissory Note

“Can you assign a promissory note?” is a request you need to make to someone who promises to pay you a certain amount of money at a later date. 3 min read updated on February 01, 2023

“Can you assign a promissory note?” is a request you need to make to someone who promises to pay you a certain amount of money at a later date. While it is not as formal as a contract, a promissory note is legally binding, meaning that the promisee is entitled to take legal action if the promisor fails to make the specified payment.

What Is a Promissory Note?

A promissory note refers to a written document stating that a certain amount of money will be paid to someone by a specified date. Generally, it is not necessary for the note to be recorded officially. The borrower is required to sign the note, but the lender may choose not to sign it. A promissory note is a legally binding note that is often used between parties who know each other personally, and it is totally customizable.

Using a Promissory Note to Pledge Collateral

Collateral refers to property pledged to ensure that a loan will be repaid. Take the following measures when collateral is pledged with a promissory note:

• If you are the lender, make sure the borrower upholds the terms stated in the promissory note. Also, the interest specified in the note must be legal.
• If you are the borrower, issue the promissory note to the institution or individual that needs it to obtain a loan for you. This should be done with an addendum stating the assignment of your rights or the completion of the assignment paperwork required by the lender.

Theoretically, a lender will only be willing to accept a promissory note as a form of collateral if you have satisfied at least part of the promise stated in the note. This means that you must have already paid back some money in accordance with the terms of your promissory note.

Using an Assignment of Deed of Trust

The purpose of a trust deed investment is to generate a greater return on your money on top of the amount you will otherwise receive from a certificate of deposit or savings account. If you are planning to make these types of investment, it is essential that you know how to use an assignment of deed of trust .

In California and many other states, the repayment of a promissory note is secured with a deed of trust against real property. Essentially, a trust deed investment involves the purchase of a promissory note, which is required to be secured by a deed of trust as part of the transaction.

When you obtain a loan to buy real estate, you will have to use a promissory note. The terms for repaying the loan, including the interest rate and monthly payment amount, will be stated in the promissory note. A deed of trust will be used to ensure that the promissory note will be repaid when it is recorded against the property purchased with the loan.

A lender may sell a promissory note. This usually happens between banks, but it can be done by any person who wishes to buy the promissory note as a form of investment. When a lender sells a promissory note, the deed of trust that secures the note will also be sold with it.

Difference Between Mortgage Assignment and Note Endorsement

When you are applying for a loan to purchase a home, the lender may require you to sign a promissory note and a mortgage or a deed of trust. In the event that your loan is sold to another party, these documents will be transferred to the new owner with an assignment and an endorsement. The new owner will have the right to receive payments and foreclose if you fail to make payments.

In casual conversations, people often use the word “mortgage” to refer to a home loan. A mortgage or a deed of trust is an essential document included as part of the process of securing a home loan. It is a form of security instrument. A promissory note , on the other hand, specifies the details and terms of the loan and obligates the borrower to repay the loan.

If you want to know whether or not you can assign a promissory note, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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Assigning Loan Documents: Practical Reminders

The recent Supreme Court of Delaware case  J.M. Shrewsbury v. The Bank of New York Mellon ,   CA No. N15L-03-108 (Del. 2017), provides a reminder of the importance of clearly documenting the assignment of loan documents. The Court’s holding requires that prior to the assignee of a mortgage loan filing suit on the note or mortgage, the assignee must have received both an allonge/assignment of the note and an assignment of the mortgage. The case is a reminder of the importance of maintaining a precise chain of title when assigning loan documents. The facts of the case as described below demonstrate the need to make sure that you “don’t leave the note behind.”

In 2007, J.M. Shrewsbury and Kathy Shrewsbury signed a promissory note in favor of Countrywide Home Loans, Inc. Concurrently, the Shrewburys were granted a mortgage to secure their obligations under the note, which mortgage encumbered real property in Delaware. In 2011, the mortgage was assigned to The Bank of New York Mellon (Bank). In 2013, the Shrewsburys requested and received a copy of the original note, which contained no indication that the note had been assigned. Neither party disputed the fact that the Shrewsburys stopped making mortgage payments in 2010.

The Bank commenced a mortgage foreclosure action in 2015 in the Superior Court of the State of Delaware,  Bank of N.Y. Mellon v. Shrewsbury , C.A. No. N15L-03-108 CLS (Del. Super. Ct. Feb. 17, 2016). In holding in favor of the Bank, the Superior Court found that the Bank need only show that it had a valid assignment of the mortgage to enforce its rights. The Shrewsburys appealed the decision to the Court.

In reversing and remanding the decision of the Superior Court, the Court followed its reasoning in Iowa-Wisconsin Bridge Co. v. Phoenix Finance Corporation, Iowa-Wisconsin Bridge Co. v. Phoenix Finance Corporation , 25 A.2d 383, 389 (Del. 1942), stating that a debt is an essential requisite to a mortgage. While persuaded by wide-ranging case law and other respected authorities, the Court’s decision relied most heavily on the United States Supreme Court case  Carpenter v. Longan,  83 U.S. 271 (1872), holding that the “note and mortgage are inseparable; the former as essential, the latter as an incident. An assignment of the note carries the mortgage with it, while an assignment of the latter alone is a nullity.”

Practical Reminders

While this case involved a residential transaction, important considerations can be applied in commercial mortgage transactions whether in connection with construction, bridge or permanent mortgage financing, a loan sale, a transfer of a loan to an affiliate of the original lender, or other assignment of the loan.

Practical reminders include:

• Make sure that the chain of title is precise when assigning the mortgage, the note and other collateral documents such as assignments of leases and rents, guarantees and UCC’s. Don’t leave the note “behind.”
• Assign and endorse the note by allonge so that the chain of title is complete. Firmly affix the allonge(s) to the underlying note.
• Keep good records of all documentation, including recorded ( i.e. the mortgage an assignment of mortgage) and unrecorded documents. Retain originals in a safe place (such as under the control of a custodian or servicer or in a vault) and copies of all loan documents including assignment documents.
• When the loan is assigned, always deliver the original note along with the original allonge.

Members of our Real Estate and Finance Groups regularly handle commercial real estate financing and sales transactions throughout the country. If you have questions or would like further information, please contact Tim Davis ( davist@whiteandwilliams.com ; 215.864.6829) or Pat Haggerty ( haggertyp@whiteandwilliams.com ; 215.864.6811).

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What Is a Promissory Note?

How promissory notes work.

• What's Included

Types of Promissory Notes

Promissory note repayment, investing in promissory notes, a brief history of promissory notes, the bottom line.

• Personal Finance

Promissory Note: What It Is, Different Types, and Pros and Cons

A promissory note is a written promise by one party (the note's issuer or maker) to pay another party (the note's payee) a definite sum of money, either on demand or at a specified future date. A promissory note typically contains all the terms involved, such as the principal debt amount, interest rate, maturity date, payment schedule, the date and place of issuance, and the issuer's signature.

Key Takeaways

• A promissory note is a financial instrument that contains a written and signed promise between two parties to repay a sum of money in exchange for a loan or other financing. 
• A promissory note typically contains all the terms pertaining to the indebtedness, such as the principal amount, interest rate, maturity date, date and place of issuance, and issuer's signature.
• In terms of their legal enforceability, promissory notes lie somewhere between the informality of an IOU and the rigidity of a loan contract.

Investopedia / Tara Anand

Promissory notes can lie between an IOU's informality and a loan contract's rigidity. An IOU merely acknowledges a debt and the amount one party owes another. A promissory note includes a promise to pay on demand or at a specified future date, in addition to steps required for repayment (like the repayment schedule)

Although financial institutions may issue promissory notes—for instance, you might be required to sign one to take out a small personal loan —they also allow companies and individuals to get financing from a non-bank source. This source can be an individual or a company willing to carry the note (and provide the financing) under the agreed-upon terms. In effect, promissory notes can enable anyone to be a lender.

In its simplest form, a promissory note might be a written promise to repay a family member. State or federal securities entities may regulate more complicated promissory notes.

Typically, there are two parties to a promissory note: The promisor, also called the note's maker or issuer, promises to repay the amount borrowed. The promisee or payee is the person who gave the loan.

Secured vs. Unsecured Promissory Notes

A promissory note can be secured or unsecured. A secured promissory note describes the collateral—typically property—that secures the debt or amount borrowed. For example, if the borrower owns property, the lender can use the car as collateral until the debt is repaid. If the borrower doesn't repay the loan, the promissory note permits the lender to take possession of the property.

An unsecured promissory note doesn't involve collateral. In this case, if the borrower doesn't repay the loan, the lender can try to use standard debt-collection procedures.

In either case, the lender holds the promissory note until the debt is repaid. Typically, those drafting a promissory note will consult with an attorney to make sure the note follows any state or federal laws around loans or investments.

A promissory note is usually held by the party that's owed money; once the debt has been fully paid, the note must be canceled by the payee and returned to the issuer.

What's Included in a Promissory Note?

A promissory note should include all the details about a loan and the repayment terms. In addition to the names of the borrower and the lender, a promissory note may also include:

• Name and address of borrower and lender
• Maturity date
• Sum borrowed
• Payment schedule
• Interest rate and how interest is calculated
• Prepayments process
• Overdue payment interest charged
• Waivers, amendments, and governing law for the promissory note

In the United States, promissory notes are often used when getting a student loan, mortgage, or a loan from a friend or family member. Promissory notes are also sometimes issued to corporate clients.

Student Loan Promissory Notes

Many people sign their first promissory notes as part of getting a student loan . Private lenders typically require students to sign promissory notes for each loan taken out.

Some schools allow federal student loan borrowers to sign a one-time master promissory note, allowing receipt of multiple loans for up to 10 years if the school certifies the student's continued eligibility.

Student loan promissory notes outline the student borrower's rights and responsibilities and the loan's conditions and terms. By signing a master promissory note for federal student loans , the student promises to repay the loan amounts plus interest and fees to the U.S. Department of Education.

The master promissory note also includes the student's personal contact and employment information as well as the names and contact info for the student's references.

Mortgage Promissory Notes

Homeowners usually consider their mortgage an obligation to repay the money they borrowed to buy their residence. But actually, the signed mortgage promissory note represents a promise to repay the mortgage or loan, along with the repayment terms.

Typically, the promissory note includes:

• Amount you owe
• Mortgage loan's interest rate
• Ways your interest rate can change, if you have an Adjustable Rate Mortgage (ARM)
• Payment dates
• Repayment length of time
• Where you send payments
• Consequences of not making monthly mortgage payments

The promissory note describes the debt's amount, interest rate, and late fees. A lender holds the promissory note until the mortgage loan is paid off. Unlike the mortgage or deed of trust , the promissory note is not entered into county land records.

Corporate Credit Promissory Notes

Promissory notes are commonly used in business as a means of short-term financing. For example, when a company sells products but hasn't yet collected payments, cash may run low, leaving the company unable to pay creditors. The company may ask creditors to accept a promissory note to be exchanged for cash after the company collects its accounts receivables .

Or the company may ask the bank for cash in exchange for a promissory note. Promissory notes offer companies a credit source after exhausting other options, like corporate loans or bond issues. A note issued by a company in this situation is at a higher risk of default than, say, a corporate bond. The corporate promissory note's interest rate will likely provide a greater return than a bond from the same company, as high risk means higher potential returns.

These notes must be registered with the government in the state where sold and with the Securities and Exchange Commission (SEC).

If the note is not registered, the investor has to analyze whether the company is capable of servicing the debt. Companies in dire straits may hire high- commission brokers to push unregistered promissory notes on the public. If the company defaults, the investors' legal avenues may be somewhat limited.

There are several different structures for repayment of a promissory note, but most involve repaying the principal plus interest. The interest rate can be fixed or variable and calculated daily, monthly, annually, or in another way. In some states, interest rates may be capped by state law. A certified accountant and attorney can advise you on the tax or legal implications of the promissory note's repayment schedule.

Here are various repayment approaches for a promissory note:

• Installment note : The most familiar repayment approach is through installments, with the borrower making regular payments; the repayment schedule and interest payments can vary.
• Simple note: For smaller loans, borrowers might arrange a lump-sum repayment on a specified date, meaning that's when you'll repay the whole amount listed in the promissory note.
• Open-ended note : This promissory note allows the borrower to draw on an operating or other loan over time and repay the draw plus interest by a specific date.
• Demand note : Sometimes, a promissory note may specify "on demand" repayment, meaning that the note must be repaid at the lender's request at any time.

Company or corporate promissory notes are rarely sold to the public. When they are, it is usually at the behest of a struggling company working through unscrupulous brokers who are willing to sell promissory notes that the company may not be able to honor.

Alternatively, the promissory note may be part of a scam sold by life insurance agents or online or out-of-state investment advisors. Some sellers may know nothing about the investments' true origins—the promissory notes may be for companies that don't exist. Promissory notes promising "low risk, high yield" investments may lead to a type of fraud, according to the SEC.

Before investing in promissory notes, ensure all of the following are true:

• The person selling the promissory notes is licensed to sell securities 
• The company offering promissory notes is legitimate and can repay debts
• Promissory notes are properly registered by the SEC, state securities regulator, or legally exempt from registration
• If guaranteed or insured by a foreign insurance company, contact your state department of insurance to make sure the company can do business in the U.S.

Investing in promissory notes involves risk. These promissory notes are only offered to corporate or sophisticated investors who can handle the risks and have the money needed to buy a note. To help minimize these risks, an investor must register the promissory note or have it notarized so that the obligation is publicly recorded and legal.

Promissory notes have had an interesting history. At times, they have circulated as a form of alternate currency, free of government control. In some places, the official currency is a form of promissory note called a demand note (one with no stated maturity date or fixed term, allowing the lender to decide when to demand payment).

Promissory notes and bills of exchange are governed by the 1930 Geneva Convention of Uniform Law on Bills of Exchange and Promissory Notes. Its rules stipulate that the term "promissory note" should be inserted in the instrument's body and contain an unconditional promise to pay.

What Does a Promissory Note Contain?

A form of debt instrument, a promissory note represents a written promise on the part of the issuer to pay back another party. A promissory note will include the agreed-upon terms between the two parties, such as the maturity date, principal, interest, and issuer’s signature. Essentially, a promissory note allows entities other than financial institutions to provide lending services to other entities.

What Is an Example of a Promissory Note?

One example of a promissory note is a corporate credit promissory note. For this type of promissory note, a company will typically be seeking a short-term loan. In the case of a growing startup that is low on cash as it expands its operations, the terms of the agreement could state that the company pays back the loan once its accounts receivable are collected.

There are several other types of promissory notes, including investment promissory notes, take-back mortgages, and student loan promissory notes. 

What Are the Pros and Cons of a Promissory Note?

A promissory note can be advantageous when an entity is unable to secure a loan from a traditional lender, such as a bank. However, promissory notes can be risky, as the lender may not have the same means and scale of resources as traditional financial institutions. At the same time, legal issues could arise for both the issuer and payee in the event of default. Because of this, getting a promissory note notarized can be important.

A promissory note is a written promise by one party to make a payment of money at a date in the future. Although potentially issued by financial institutions, other organizations or individuals can use promissory notes to confirm the agreed terms of a loan. In short, a promissory note allows anyone to act as a lender. However, the average investor should be wary of and heavily research any sales pitches for promissory notes as an investment.

University of Vermont Extension. " Guide to Financing the Community Supported Farm ," Page 26 of PDF.

University of Vermont Extension. " Guide to Financing the Community Supported Farm ," Page 27 of PDF.

Stanford University. " Simple Promissory Note (Small Business) ."

Federal Student Aid. " Master Promissory Note (MPN) ."

CFPB. " Guide to Closing Forms ," Page 1 of PDF.

• State of Connecticut Department of Banking. " Promissory Note Scams ."

Ohio State University Extension Farm Office. " Financing the Farm ," Page 3.

Ohio State University Extension Farm Office. " Financing the Farm ," Pages 2–3.

U.S. Securities and Exchange Commission. " Broken Promises: Promissory Note Fraud ."

Investor.gov. " Promissory Notes ."

United Nations Treaty Collection. " 10.Convention Providing a Uniform Law for Bills of Exchange and Promissory Notes ."

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A promissory note is an unconditional promise to pay a certain amount of money to a named party or the holder of the note , or to deposit that money as such persons direct. A promissory note must be in writing and signed by the maker of the promise. A frequent type of promissory note used by banks is a certificate of deposit. Promissory notes are considered a type of commercial paper and are often regulated under contract law.

New York’s Uniform Commercial Code §9-102 defines a promissory note as “an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.”

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• Assignment of Promissory Note

An Assignment of a Promissory note is a bilateral document that transfers the rights and obligations associated with a promissory note from one party (the assignor) to another party (the assignee). Jotform Sign ’s Assignment of Promissory Note shows the date the document was created, assignor information, assignee details, start and end dates of the promissory note, total amount due, interest rate percentage, and chosen payment method.

You can easily make changes to this Assignment of Promissory Note using our intuitive online builder. No coding or design experience is required — just drag and drop to add or edit form fields, update the wording of the document, include additional signature fields, change fonts and colors, and more. You can also set up an automated signing order to ensure signatures are received in a timely manner and in the correct order. Once signed, you’ll automatically receive a finalized version of the document for your records.

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• Phone number : The contact phone number of the person sending the letter
• Sender and recipient addresses : The full addresses of both the person sending the letter and the person receiving the letter
• Greeting : A formal salutation to the person receiving the letter
• Body text : The bulk text of the letter stating its purpose, whether that be for a resignation, a promotion, an appraisal, etc.
• Signature and signoff : The signature of the person sending the letter, followed by an optional field for their printed name and the date of signing

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Letters are one of the oldest and most effective means of written communication, and they are still used by just about every institution and industry today. As such, it’s useful to know how to use them effectively and efficiently.

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How to write a promissory note

A promissory note puts the terms of a loan in writing. Promissory notes don't have to be long or complicated, but there are some key items you'll want to include. Learn more about writing and amending a promissory note.

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Updated on: January 8, 2024 · 3 min read

What is a promissory note?

Secured vs. unsecured promissory note, writing the promissory note terms, signing and storing a promissory note, communicating changes to a promissory note.

A promissory note is a contract that spells out the terms of a loan. It reduces misunderstandings and provides a legal remedy if the borrower doesn't pay or the lender oversteps its rights. If you're borrowing or lending money, you should consider having one—you can write one either as the borrower or the lender.

Learn more about how to write a promissory note and how to amend one.

A promissory note is a written promise for one person (or company) to pay a specific amount of money to someone else. A promissory note includes much more detail than a simple IOU. It lays out all the specifics of the loan, including the amount, the interest rate, and when payments are due.

A promissory note is useful for both borrowers and lenders. For example, if your small business borrows money from a family member, a promissory note makes it clear that the money is a loan, not an investment that gives Uncle Joe a stake in the business. If you're lending money, it describes exactly how you expect to be repaid, and it helps you enforce your rights if the borrower doesn't pay.

Before writing a promissory note, you must decide if the loan will be secured or unsecured . A secured promissory note is used if personal property or real estate is collateral for the loan. If the borrower doesn't pay, the lender can take the collateral. For example, auto loans are usually secured. If you don't make your payments, the lender can repossess your car.

An unsecured promissory note is a note without any collateral. You have to go to court to enforce an unsecured note. Short-term loans between friends and family members are usually unsecured.

You don't have to write a promissory note from scratch. You can use a template or create a promissory note online . But before you begin, you'll need to gather some information and make decisions about the way the loan will be structured.

First, you'll need the names and addresses of both the lender (or "payee") and the borrower. You should then list the basic promissory note terms and conditions:

• The amount of money being lent.
• The interest rate, if you are charging interest. The interest rate shouldn't be higher than your state law allows.
• For a secured promissory note, the collateral or "security" being used.

You'll also include the promissory note payment terms, such as:

• The amount of each payment. You can require periodic payments at certain times, such as monthly. Or, repayment can be in a lump sum.
• When payments are due.
• The address where payments should be sent.
• Penalties for late payments.

A promissory note also describes the events that are considered a "default," and the lender's legal remedies if there is a default. For example, an event of default might be nonpayment for a particular amount of time, and the lender might be entitled to repossess the collateral.

A promissory note must be signed by the borrower to be valid. You may want the borrower to sign in front of a notary to ensure the signature is authentic.

The lender keeps the original promissory note and the borrower should receive a copy. Keep the promissory note with your other important papers, so you can find it if you need to .

As time goes on, you may want to change the promissory note terms. For example, you might agree to change the interest rate or the length of the loan.

Always put promissory note changes in writing and have the borrower sign off on them, as oral changes can't be enforced in court. Changing a note without the borrower's written agreement makes a promissory note invalid. For this reason, the best way to change a note is to create a new document and label it as an amendment to the promissory note. Remember to make reference to the original promissory note and list the specific changes you're making. Then, have the borrower sign the amendment and keep it with the original note.

Writing a promissory note forces you to think through the specifics of a loan before money changes hands, as it reduces misunderstandings and gives you peace of mind knowing you have legal recourse if anything goes wrong.

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Assignment of Promissory Note (Unsecured) to Revocable Trust | Practical Law

Assignment of Promissory Note (Unsecured) to Revocable Trust

Practical law standard document w-036-2268  (approx. 7 pages).

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Assignment Of Promissory Note

Description assignment of note form, promissory related forms.

View 2.95 REPORTS ON EXPORTING AND IMPORTING MONETARY INSTRUMENTS / 31 U.S.C. Sec. 5316(a)(1)

View 2.97 ASSIMILATIVE CRIMES ACT-ELEMENTS 18 U.S.C. Sec. 13

View SENTENCING CHOICES AND RESPONSIBILITY

View SUMMARY OF DELIBERATIVE PROCESS

View SPECIAL FINDINGS FORM

How to fill out Assignment Of Notes ?

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Can you assign a promissory note form rating, assignment of promissory note sample form popularity, how to assign a promissory note other form names, promissory note download faq, what is a loan assignment.

Generally, an assignment is the actual sale of the loan, in whole or in part. The assignee is now the owner of the loan (or the part assigned) and is considered the lender under the loan agreement.

What is an assignment of note?

To assign the note and mortgage is to transfer ownership of the note and mortgage. Once the note is assigned, the person to whom it is assigned, the assignee, can collect payment under the note.

What is an assignment of promissory note?

Loan Transfers. An assignment is the document that is the legal record of this transfer from one mortgagee to another. In a typical transaction, when the mortgagee sells the debt to another bank, an assignment is recorded and the promissory note is endorsed (signed over) to the new bank.

How do you transfer a promissory note?

To transfer a promissory note, it must be negotiable and/or have a provision that allows and explains transfer. In addition, it must comply with state statutes governing promissory notes and assignments thereof. Create a Promissory Note Transfer Agreement.

How do I transfer a promissory note?

Who needs to sign a deed of trust.

The deed must be signed by the party or parties making the conveyance or grant; and 7.

Who signs the assignment of deed of trust?

When your mortgage lender decides he wants to sell your mortgage loan to another lender, your mortgage lender will sign an assignment of deed of trust in favor of the new lender. This assignment gives the new lender the same lien on your property that your original lender had under the mortgage loan.

Can a promissory note be assigned?

Unless specifically prohibited in the language of the note, a promissory note is assignable by the lender. That is, the lender can sell or assign the note to a third party who the borrower must then repay.

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Working in a legal firm that generates legitimate documents for others can be quite difficult because a small mistake may ruin the entire business, firm, or concerned purpose of the customer. Many a time, you stay busy catering your business requirements and couldn’t get time to make promissory notes that can work as a legal documentation proof. The readymade Assignment of Promissory Note Template available over the web helps you to stay safe from monetary scams and frauds by mentioning every single thing in detail.

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Allonge To Promissory Note

Jump to section, what is an allonge to promissory note.

An allonge to promissory note is an actual sheet of paper or document firmly affixed to a promissory note or negotiable instrument that may contain additional endorsements. The written endorsements on the allonge are considered a part of the bill itself and are treated as such in loan proceedings.

An allonge to promissory note is different from an assignment. An assignment in this context is what gives a party the legal designation and right to move forward with legal action on a property, whereas an allonge is an endorsement that allows you to collect on the promissory note.

Common Sections in Allonge To Promissory Notes

Below is a list of common sections included in Allonge To Promissory Notes. These sections are linked to the below sample agreement for you to explore.

Allonge To Promissory Note Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.48 5 d330786dex1048.htm ALLONGE TO PROMISSORY NOTE , Viewed October 13, 2021, View Source on SEC .

Who Helps With Allonge To Promissory Notes?

Lawyers with backgrounds working on allonge to promissory notes work with clients to help. Do you need help with an allonge to promissory note?

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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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Amended and Restated Promissory Note, dated May 15, 2024 issued to TBCP IV, LLC

Exhibit 10.1

THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “ NOTE ”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR UNDER THE SECURITIES LAWS OF ANY STATE.  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount:  Up to $2,000,000.00  Dated as of May 14, 2024

This Note amends and restates the Promissory Note, dated as of March 28, 2024 (the “ Original Note ”), from Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“ Maker ”), in the principal amount of up to One Million Dollars ($1,000,000), payable to the order of TBCP IV, LLC or its registered assigns or successors in interest or order (“ Payee ”). The terms, conditions and provisions of the Original Note are hereby amended and restated in their entirety effective as of the date hereof so that henceforth the terms, conditions and provisions of the Original Note shall read and be as set forth in this Note and Maker agrees to comply with and be subject to all of the terms, covenants and conditions of this Note effective as of the date hereof. Maker hereby acknowledges and agrees that this Note evidences the outstanding principal balance evidenced by the Original Note, as amended and restated pursuant to the immediately preceding sentence, together with any additional draw down on the principal of this Note. Neither this Note nor anything contained herein shall be construed as a substitution or novation of the Original Note or the outstanding principal balance evidenced therein, which shall remain in full force and effect as hereby amended and restated. Maker promises to pay to the Payee, the principal sum of up to Two Million Dollars ($2,000,000.00) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below, of which $1,000,000 has previously been advanced to Payee as of the date hereof.  All payments on this Note shall be made by check or wire transfer of immediately available funds to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

(a)           Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.

(b)           Voluntary Bankruptcy, etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c)           Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

(a)           Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)           Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

[Signature Page Follows]

IN WITNESS WHEREOF , Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

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