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Exhibit
1.01.1
AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 (“
Amendment ”) to the Distribution Agreement dated as of
April 20, 2007 among Google Inc., (“ Google
”), Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., and Credit Suisse Securities (USA) LLC and UBS
Securities LLC, as Bidders (the “ Distribution
Agreement ”) is made and entered into as of July 20,
2007.
W I T N E S S E T H
:
WHEREAS, Google desires to
amend the Distribution Agreement to appoint J.P. Morgan Securities
Inc. to act as Bidder under the Bidding Rules Agreement and the
Distribution Agreement on the same terms and conditions as are
applicable to Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS
Securities LLC (the “ Bidders ”).
NOW, THEREFORE, the parties
hereto agree as follows:
SECTION 1 . Defined
Terms; References. Unless otherwise specifically defined
herein, each term used herein that is defined in the Distribution
Agreement has the meaning assigned to such term in the Distribution
Agreement. Each reference to “hereof”,
“hereunder”, “herein” and
“hereby” and each other similar reference and each
reference to “this Agreement” and each other similar
reference contained in the Distribution Agreement shall, after this
Amendment becomes effective, refer to the Distribution Agreement as
amended hereby.
SECTION 2 .
Authorization of Additional Bidder. In accordance with
Section 13 of the Distribution Agreement, Google hereby
authorizes J.P. Morgan Securities Inc. to act as a Bidder under the
Distribution Agreement on the same terms and conditions as are
applicable to the other Bidders.
SECTION 3.
Notices . Section 9 of the Distribution Agreement is
hereby amended by the addition of the following language at the end
thereof:
if sent to J.P. Morgan
Securities, Inc., will be mailed, delivered or faxed and
confirm
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