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Google Inc. – IPO: ‘S-1’ on 4/29/04 – EX-10.09.5

On:  Thursday, 4/29/04, at 1:53pm ET   ·   Accession #:  1193125-4-73639   ·   File #:  333-114984

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 5/21/04   ·   Latest:  ‘S-1/A’ on 11/23/04

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/29/04  Google Inc.                       S-1                   26:5.5M                                   RR Donnelley/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.88M 
 2: EX-2.01     Merger Agreement and Plan of Reorganization         HTML    507K 
 3: EX-3.01     Amended and Restated Certificate of Incorporation   HTML    101K 
 4: EX-3.02     Bylaws of Registrant                                HTML    134K 
 5: EX-4.01     Third Amended and Restated Investor Rights          HTML    114K 
                          Agreement                                              
 6: EX-10.01    Form of Indemnification Agreement                   HTML     59K 
 7: EX-10.02    1998 Stock Plan, as Amended, and Form of Stock      HTML    144K 
                          Option Agreement                                       
 8: EX-10.03    1999 Stock Option/Stock Incentive Plan              HTML    262K 
 9: EX-10.04    2000 Stock Plan, as Amended, and Form of Stock      HTML    153K 
                          Option Agreement                                       
10: EX-10.05    2003 Stock Plan, as Amended, and Form of Stock      HTML    142K 
                          Option Agreement                                       
11: EX-10.06    2003 Stock Plan (No. 2), and Form of Stock Option   HTML    180K 
                          Agreement                                              
12: EX-10.07    2003 Stock Plan (No. 3), and Form of Stock Option   HTML    182K 
                          Agreement                                              
13: EX-10.08    2004 Stock Plan                                     HTML     86K 
14: EX-10.09    Google Technology Sublease Agreement Dated July 9,  HTML    187K 
                          2003                                                   
15: EX-10.09.1  Amendment No. 1 to Sublease Dated November 18,      HTML     33K 
                          2003                                                   
16: EX-10.09.2  Amendment No. 2 to Sublease Dated December 17,      HTML     25K 
                          2003                                                   
17: EX-10.09.3  Landlord-Subtenant Agreement Dated July 9,2003      HTML     81K 
18: EX-10.09.4  Second Amendment to Commercial Lease Dated July 9,  HTML     80K 
                          2003                                                   
19: EX-10.09.5  Amendment to Commercial Lease Dated April 19, 2001  HTML     21K 
20: EX-10.09.6  Lease Between the Goldman Sachs Group               HTML    386K 
21: EX-10.09.7  Nondisturbance and Attornment Agreement             HTML     43K 
22: EX-21.01    List of Subsidiaries of Registrant                  HTML     17K 
23: EX-23.01    Consent of Ernst & Young LLP, Independent Auditors  HTML     11K 
24: EX-23.02    Consent of Ernst & Young LLP, Independent Auditors  HTML     11K 
25: EX-99.1     Significant Subsidary Financial Statements of       HTML    167K 
                          Applied Semantics, Inc.                                
26: EX-99.3     Unaudited Pro Forma Combined Consolidated           HTML     60K 
                          Financial Information                                  


EX-10.09.5   —   Amendment to Commercial Lease Dated April 19, 2001


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Amendment to Commercial Lease dated April 19, 2001  

Exhibit 10.09.5

AMENDMENT

 

THIS AMENDMENT (this “Amendment”) is made as of the 19th day of April, 2001 by THE GOLDMAN SACHS GROUP, INC, a Delaware corporation (“Landlord”), SILICON GRAPHICS, INC., a Delaware corporation (“Tenant”), and SILICON GRAPHICS REAL ESTATE, INC., a Delaware corporation (“Seller”).

 

W I T N E S S E T H:

 

WHEREAS, Tenant and Landlord entered into that certain Lease dated December 29, 2000 (the “Amphitheatre Lease”) for 1600 Amphitheatre Parkway, Mountain View, CA (the “Amphitheatre Property”);

 

WHEREAS, Seller and Landlord entered into that certain Agreement to Assign Ground Lease and Agreement to Lease dated as of December 29, 2000 (the “Amphitheatre Purchase Agreement”) for the Amphitheatre Property;

 

WHEREAS, Tenant and Landlord entered into that certain Lease dated December 29, 2000 (the “Crittenden A Lease”) for 1200 Crittenden Lane, Mountain View, CA (the “Crittenden A Property”);

 

WHEREAS, Seller and Landlord entered into that Agreement to Assign Ground Lease and Agreement to Lease dated as of December 29, 2000 (the “Crittenden A Purchase Agreement”) for the Crittenden A Property;

 

WHEREAS, Tenant and Landlord entered into that certain Lease dated December 29, 2000 (the “Crittenden B Lease”; together with the Amphitheatre Lease and the Crittenden A Lease, the “Leases”) for 1300 Crittenden Lane, Mountain View, CA (the “Crittenden B Property”);

 

WHEREAS, Seller and Landlord entered into that Agreement to Assign Ground Lease and Agreement to Lease dated as of December 29, 2000 (the “Crittenden B Purchase Agreement”; together with the Amphitheatre Purchase Agreement and the Crittenden A Purchase Agreement, the “Purchase Agreements”) for the Crittenden B Property;

 

WHEREAS, the parties hereto have agreed to enter into this Amendment as provided herein.

 

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. The date February 15, 2001 appearing to Section 4.7(a) of the Leases and in Section 2.2(a)(ii) of the Purchase Agreements is hereby amended to the date of February 27, 2001.”


2. The words “The City of San Francisco” appearing in the second sentence of Section 4.7(b) of the above-referenced Leases is hereby amended to the words “The City of San Francisco or the City of New York.”

 

3. Clause (vi) of the third sentence of Section 4.7(b) of each of the Leases is hereby amended to read in full as follows: “(vi) at Landlord’s request, name any Leasehold Mortgagee as a co-beneficiary, provided in the event of presentation of multiple sight drafts in respect of any amount, the issuer of the Letter of Credit shall honor the sight draft first received.

 

4. The following sentence shall be added after the third sentence of Section 4.7(b) of each of the Leases:

 

“Each Letter of Credit may provide that the effectiveness of such Letter of Credit is conditioned, in the case of the initial Letter of Credit, on the receipt by the issuer of such Letter of Credit of the sums retained by Landlord pursuant to Section 2.2(a)(ii) of the Purchase Agreement relating to the Property and, in the case of any substitute Letter of Credit, on the receipt by the substitute issuer of the Letter of Credit of any cash collateral provided by Tenant in favor of the predecessor Letter of Credit Issuer.

 

5. The following paragraph (g) shall be added to Section 4.7 of each of the Leases:

 

(g) From time to time, Tenant may substitute the letter of credit then in effect with a substitute letter of credit meeting the requirements of this Section 4.7 and otherwise in substantially the form of the letter of credit then in effect, provided that in such event, Landlord shall or shall cause the co-beneficiary to, instruct the issuer of the letter of credit then in effect to transfer any cash collateral provided by Tenant to such issuer to such substitute letter of credit issuer.

 

6. Except as modified hereby, the terms and conditions of the Lease and the Purchase Agreements remain unchanged and in full force and effect.

 

7. This Amendment may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute the same instrument.

 

8. Unless otherwise specified, (i) singular words include the plural and plural words include the singular; and (ii) references to this each Lease and each Purchase Agreement include all amendments, supplements and other modifications thereof, in whole or in part.

 

9. Capitalized terms used herein but that are not defined herein have the meanings assigned to such terms in the Leases.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

 

 

THE GOLDMAN SACHS GROUP, INC.,
By:         /s/    DAN NEIDICH        
   
   

Name    Dan Neidich

Title      Managing Director

 

SILICON GRAPHICS, INC.

By:         /s/    MICHAEL L. HIRAHARA        
   
   

Name    Michael L. Hirahara

Title      Vice President, Facilities & Services

 

SILICON GRAPHICS REAL ESTATE, INC.
By:         /s/    MICHAEL L. HIRAHARA        
   
   

Name    Michael L. Hirahara

Title      Vice President, Facilities & Services

 

 

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1’ Filing    Date    Other Filings
Filed on:4/29/0410-12G
2/27/01
2/15/01
12/29/00
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Filing Submission 0001193125-04-073639   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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