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
Prio
