EXHIBIT 10.32.1
Loan No. 332757
FIRST AMENDMENT TO PROMISSORY NOTE
(Mission West Properties, L.P.)
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "First Amendment") is made as
of the 5th day of November, 2008 between, MISSION WEST PROPERTIES, L.P., a
Delaware limited partnership, 10050 Bandley Drive, Cupertino, CA 95014, herein
called "Borrower", and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a
Wisconsin corporation, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202,
hereinafter called "Northwestern".
RECITALS
WHEREAS, Northwestern is the owner of a certain Promissory Note executed by
MISSION WEST PROPERTIES, L.P. on January 3, 2003 in the original principal
amount of TWENTY-EIGHT MILLION EIGHT HUNDRED SIXTY-EIGHT THOUSAND SIX HUNDRED
FIFTY-FIVE DOLLARS ($28,868,655.00) (the "Note") secured by, among other
security, i) a lien against certain property in the County of Santa Clara, City
of San Jose, State of California as more particularly described in that certain
Deed of Trust and Security Agreement (First Priority) dated January 3, 2003
executed by Borrower and recorded January 9, 2003 as Document No. 16735201 in
the records of Santa Clara County, California, as amended by that certain First
Amendment to Deed of Trust and Security Agreement (First Priority) and First
Amendment to Deed of Trust and Security Agreement (Second Priority) and First
Amendment to Absolute Assignment of Leases and Rents dated of even date herewith
between Lender and Borrower (the "Lien Instrument"); ii) a lien against certain
property in the County of Santa Clara, City of Santa Clara and City of
Cupertino, State of California, as more particularly described in that certain
Deed of Trust and Security Agreement and Assignment of Leases and Rents (Second
Priority) dated January 3, 2003, executed by Mission West Properties, L.P. I
("MWI") and recorded January 9, 2003 as Document No. 16735208 in the records of
Santa Clara County, California, as amended by that certain First Amendment to
Deed of Trust and Security Agreement (First Priority) and First Amendment to
Deed of Trust and Security Agreement (Second Priority) and First Amendment to
Absolute Assignment of Leases and Rents dated of even date herewith between
Lender and MWI (the "MWI Second Lien Instrument"); and iii) a lien against
certain property in the County of Santa Clara, City of San Jose and the City of
Milpitas, State of California as more particularly described in that certain
Deed of Trust and Security Agreement and Assignment of Leases and Rents (Second
Priority) dated January 3, 2003 executed by Mission West Properties, L.P. II
("MWII") and recorded January 9, 2003 as Document No. 16735203 in the records of
Santa Clara County, California, as amended by that certain First Amendment to
Deed of Trust and Security Agreement (First Priority) and First Amendment to
Deed of Trust and Security Agreement (Second Priority) and First Amendment to
Absolute Assignment of Leases and Rents dated of even date herewith between
Lender and MWII (the "MWII Second Lien Instrument");
AND WHEREAS, Northwestern has agreed to amend certain terms of the Note.
NOW, THEREFORE, in consideration of the above and of the mutual agreements
herein contained, the undersigned parties agree to the following:
1. Unless otherwise defined herein or otherwise indicated, capitalized
words and terms used but not defined herein shall have the meaning ascribed to
them in the Note.
2. The amount of the Promissory Note shall be amended from TWENTY-EIGHT
MILLION EIGHT HUNDRED SIXTY-EIGHT THOUSAND SIX HUNDRED FIFTY-FIVE DOLLARS
($28,868,655.00) TO FORTY-EIGHT MILLION NINE HUNDRED SIXTY-EIGHT THOUSAND FIVE
HUNDRED FORTY-ONE DOLLARS ($48,968,541.00).
3. The monthly payment amount of principal and interest shall be amended
from $200,874.00 to $417,426.00.
4. Schedule 1 attached to the Note is deleted and replaced with the new
Schedule 1 attached hereto.
5. This First Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, and it shall not be necessary in making
proof of this First Amendment to produce or account for more than one such
counterpart. Separate counterparts of this First Amendment may be executed by
the parties hereto to the same effect as if all the parties had executed the
same counterpart.
6. Except as hereby amended the Note shall remain in full force and effect,
unchanged and in all respects, ratified and confirmed.
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7. Nothing herein contained shall affect the priority of the Lien
Instrument, the MWI Second Lien Instrument and the MWII Second Lien Instrument
over other liens, charges, encumbrances or conveyances nor shall it release or
change the liability of any party who may now or hereafter be liable, primarily
or secondarily, under or on account of the Note.
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IN WITNESS WHEREOF, this First Amendment has been executed by the
undersigned as of the date and year first above written.
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
a Wisconsin corporation
By: Northwestern Investment Management Company, LLC,
a Delaware limited liability company, its
wholly-owned affiliate and authorized
representative
By: /S/ Michael P. Cusick
------------------------------------------------
Michael P. Cusick
Managing Director
Attest: /S/ Donna L. Lemanczyk
--------------------------------------------
Donna L. Lemanczyk
Assistant Secretary
(corporate seal)
MISSION WEST PROPERTIES, L.P.,
a Delaware limited partnership
By: Mission West Properties, Inc.,
a Maryland corporation,
its general partner
By: /S/ Raymond V. Marino
-----------------------------------------
Name: Raymond V. Marino
----------------------------------------
Title: President & COO
--------------------------------------
(Consent of Guarantor and signature follow)
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CONSENT OF GUARANTOR:
The undersigned guarantor, who is a party under that certain Guarantee of
Recourse Obligations dated as of June 3, 2003, joins in the execution of this
document for the purpose of acknowledging the above. The undersigned guarantor
confirms that, except as herein modified, the Guarantee of Recourse Obligations
remains in full force and effect, unchanged and in all respects ratified and
confirmed.
GUARANTOR:
MISSION WEST PROPERTIES, INC.,
A Maryland corporation
By: /S/ Raymond V. Marino
----------------------------------------
Name: Raymond V. Marino
--------------------------------------
Title: President & COO
-------------------------------------
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SCHEDULE 1
Promissory Notes
Promissory Note dated January 3, 2003 executed by Mission West Properties, L.P.
in the original principal amount of $28,868,655.00, as amended by that First
Amendment To Promissory Note dated November 5, 2008 now in the principal amount
of $49,151,169.00.
Promissory Note dated January 3, 2003 executed by Mission West Properties, L.P.
I in the original principal amount of $29,811,369.00, as amended by that First
Amendment To Promissory Note dated November 5, 2008 now in the principal amount
of $23,228,942.00.
Promissory Note dated January 3, 2003 executed by Mission West Properties, L.P.
II in the original principal amount of $41,319,976.00, as amended by that First
Amendment To Promissory Note dated November 5, 2008 now in the principal amount
of $9,551,366.00.
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