EXHIBIT 10.33.1
Loan No. 332757
FIRST AMENDMENT TO PROMISSORY NOTE
(Mission West Properties, L.P. I)
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. I, 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. I on January 3, 2003 in
the original principal
amount of TWENTY-NINE MILLION EIGHT
HUNDRED ELEVEN THOUSAND THREE HUNDRED
SIXTY-NINE DOLLARS ($29,811,369.00) (the
"Note") secured by, among other
security, i) a lien against certain property in the County of
Santa Clara, City
of Santa Clara and the City
of Cupertino, 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. 16735202 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 (Mission West Properties, L.P.) 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 San Jose,
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. ("MW") and recorded
January 9, 2003 as
Document No. 16735207 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
(Mission West Properties, L.P.) dated of even date
herewith between Lender and
MW (the "MW 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 (Sec
