EXHIBIT 10.45.3
June 3, 2004
Mr. Carl Berg
Mission West Properties, Inc.
10050 Bandley Drive
Cupertino, CA 95014
Re: Proposed Renewal of $80,000,000.00 Loan Facility to
Mission West Properties, L.P.
Dear Carl,
Pursuant to our conversation, I am pleased to present you with a brief outline
of terms and conditions for the proposed renewal of the loan facility,
referenced above.
The proposed 90-day renewal should provide a reasonable amount of time for
the new auditors to complete their audit and certification of MSW financials and
to complete our underwriting and documentation of the planned 2-year term loan
that will replace this existing facility.
SUMMARY OF RENEWAL TERMS
- - 90 day renewal until September 6, 2004.
- - Monthly principal payments of $215,000.00 to begin June 30, 2004.
Outstanding balance due at Loan maturity if new 2-year loan not
consummated.
- - Guarantors, amounts guaranteed, liquidity and net worth requirements of
guarantor to remain unchanged.
- - Borrower covenants to remain unchanged.
- - The following terms must be met before July 6, 2004 otherwise the
outstanding principal amount will be due at that time.
1) Either identify additional collateral property acceptable to lender at
lender's sole discretion, with minimum loanable value of $5.3MM at 70%
Loan to value ratio, or reduce principal outstanding to
$74,690,000.00. Provide 1st priority lien in the form of a recorded
Deed of Trust or make principal reduction payment.
2) If additional collateral property is to be provided, lender will order
appraisal, title search, and environmental phase I. If ALTA survey is
not available, Title Insurance policy must be free of exceptions due
to lack of survey, otherwise survey will be required.
3) Receipt of a copy of MSW management's action plan in response to
Independent Counsels recommendations to the Audit Committee.
Mr. Carl Berg Page 2 of 2
Mission West Properties, Inc.
- - Work Fee: All legal and other costs are for the account of the Borrower(s)
and Guarantor(s) payable upon demand whether or not the transaction is
ultimately consummated.
- - All other terms remain unchanged from original loans with exception to
updated CUSA loan document provisions.
The purpose of this proposal letter is to set forth the terms and provisions
constituting the basis for extending the existing loan. Formal credit approval
has been obtained subject to the above SUMMARY OF RENEWAL TERMS. Please sign
below to indicate your acceptance of the renewal terms and return to me at your
earliest convenience.
We at the Citigroup Private Bank greatly appreciate the opportunity to provide
you with this proposal and look forward to working with you on this transaction.
Yours truly,
/s/ Bryan V. Lord
Bryan V. Lord
Vice President
Borrower-Mission West Properties, L.P.
By: /s/ Carl E. Berg
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Its: CEO of GP
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Guarantor-Mission West Properties, Inc. Guarantor-Mission West Properties, L.P. I
By: /s/ Carl E Berg By: /s/ Carl E. Berg
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Its: CEO of GP Its: CEO of GP
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Guarantor-Mission West Properties, L.P. II Guarantor-Mission West Properties, L.P. III
By: Carl E. Berg By: /s/ Carl E. Berg
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Its: CEO of GP Its: CEO of GP
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