This is an agreement to modify a promissory note. As drafted, the parties agree to
extend the payment terms of a preexisting promissory note. This short-form template
contains both standard clauses and opportunities for the use of optional terms and
conditions making it fully customizable to fit the needs of the contracting parties. This
agreement is useful to any party seeking to modify the terms of a preexisting promissory
AGREEMENT TO MODIFY PROMISSORY NOTE
THIS AGREEMENT TO MODIFY PROMISSORY NOTE (this “Agreement”) is entered into
this ____________________ day of _____________________, 20_____ (the “Effective Date”)
by and between ___________________________________________ (the “Promisor”), and
__________________________________________________________ (the “Promisee”)
hereinafter referred to as the “Parties”.
A. The Parties entered into a Promissory Note (“Note”) on _________________, for the
principal amount of $______________, due and payable on ___________________.
B. The Note is currently due and payable in full and the Promisor has encountered financial
difficulties which make it impossible for him to comply with the terms and conditions of the
Promissory Note. [Instruction: Or enter another reason why the modification is requested]
C. The Parties hereby, desires to amend the Note in accordance with the terms and conditions
NOW, THEREFORE, in consideration of the foregoing promises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
1. The Parties acknowledge that the Recitals set forth above are true and correct in each aspect.
2. The Note is hereby amended, modified and extended, and the payment of indebtedness under
the Promissory Note shall be due on ___________________, which is the modified and extended
maturity date for the Promissory Note. [Instruction: Or enter the way in which the Note has
been modified, for example, interest rate changed, principal reduced, etc.]
3. Promisor acknowledges that the amount of $_____________ is the current balance owing to
Promisee. [Instruction: Enter the amount of the balance of the Note after the modification]
4. Any equity raised by the Promisor shall be applied first to pay the outstanding balance of the
Promissory Note. [Instruction: Optional paragraph and might not apply in all cases]
5. Any debt or convertible debt that is raised by the Promisor shall be applied first to pay the
outstanding balance of the Promissory Note. [Instruction: Optional paragraph and might not
apply in all cases]
6. The term “Modified Note” shall mean the Note as modified herein unless the context clearly
indicates or dictates a contrary meaning.
7. The Promisor ratifies and confirms all of its liabilities and obligations under the Note and
agrees that, except as expressly modified in this Agreement, the Note continues in full force and
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effect. The Parties agree that this Agreement shall not be construed as an agreement to extinguish
the original obligations under the Note and shall not constitute a novation as to the obligations of
the Promisor under the Note. All provisions that have not been specifically modified by this
Agreement shall remain in full force and effect.
8. Promisor acknowledges that he does not have any defenses, set-offs or counterclaims to the
amount due and owing to the Promisee under the Modified Note.
9. This Agreement may not be amended, changed, modified, altered, or terminated without in
each instance the prior written consent of the Promisee. This Agreement shall be construed in
accordance with and governed by the laws of the State of ________________.
10. This Agreement may be executed in any number of counterparts, all of which when taken
together shall constitute one agreement.
IN WITNESS WHEREOF, the Parties have caused this agreement to be executed as of the date
first above written above.
PROMISOR: [Enter Name]
PROMISEE: [Enter Name]
[Instruction: It is advised that this type of a modification to a Promissory Note be
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