EXHIBIT 10.34.1
Loan No. 332757
FIRST AMENDMENT TO PROMISSORY NOTE
(Mission West Properties, L.P. II)
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.II, 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. II on January 3, 2003 in
the original principal
amount of FORTY-ONE MILLION THREE
HUNDRED NINETEEN THOUSAND NINE HUNDRED
SEVENTY-SIX DOLLARS ($41,319,976.00), (the
"Note") secured by, among other
security, i) 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 (First Priority)
dated January 3, 2003 executed by Borrower
and recorded January 9, 2003 as
Document No. 16735209 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 "First 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
(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 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
(Se
