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EXHIBIT 10.10
AMENDMENT
TO TRADEMARK TRANSFER AGREEMENT
This is an Amendment (the "Amendment") dated as of May 10, 2001 to the
Trademark Transfer Agreement dated as of October 5, 1999 (the "Agreement")
between Global TeleSystems Group, Inc. ("GTS") and Golden Telecom, Inc., (the
"Company"). Capitalized terms not defined herein shall have the meanings
designated in the Agreement.
RECITALS
WHEREAS, GTS has changed its name to Global TeleSystems, Inc; and
WHEREAS, GTS and the Company desire to enter into this Amendment to
make certain amendments to the Agreement.
NOW, THEREFORE, GTS and the Company agree as follows:
1. Transfer, Governmental Filings and License. The License
granted by GTS to the Company under subsection 2(c) of the
Agreement is terminated as of the date of this Amendment.
2. Change of Control. Section 4 of the Agreement shall be of no
force and effect from the date of this Amendment.
3. Assignment. Section 6 of the Agreement is amended so that as
amended it shall read in its entirety as follows:
"6. Assignment. This Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and
their respective successors and permitted assigns.
This Agreement may be assigned by the Company to any
directly or indirectly wholly-owned subsidiary of the
Company provided that the Company shall continue to
be bound by this Agreement after such assignment."
4. Schedule 1A. Schedule 1A of the Agreement is amended so that
as amended it shall read in its entirety as indicated in
Appendix A to this Amendment.
5. No Other Modifications. All other provisions of the Agreement
shall remain in full force and effect without modification.
6. Further Assurances. GTS and the Company each agree to use all
reasonable efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary, proper
or advisable to consummate and make effective the transactions
contemplated by the Agreement and this Amendment.
IN WITNESS WHEREOF, GTS and the Company have executed this Amendment as
of the date first written above.
GLOBAL TELESYSTEMS, INC.
By:
-----------------------
Name:
Title:
--------------------
GOLDEN TELECOM, INC.
By:
-----------------------
Name:
Title:
--------------------
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IN WITNESS WHEREOF, GTS and the Company have executed this Amendment as
of the date first written above.
GLOBAL TELESYSTEMS, INC.
By:
-----------------------
Name:
Title:
--------------------
GOLDEN TELECOM, INC.
By:
-----------------------
Name:
Title:
--------------------
APPENDIX A
"SCHEDULE 1A
TRADEMARK COUNTRY APPLICATION NUMBER REGISTRATION NUMBER
--------- ------- ------------------ -------------------
GOLDEN TELECOM United States 75/735406
GOLDEN TELECOM Armenia 990666 5352
GOLDEN TELECOM Azerbaijan 99462132000 0522
GOLDEN TELECOM Belarus 19990939
GOLDEN TELECOM Georgia 11900399 M13302
GOLDEN TELECOM Xxxxxxxxxx 00000
XXXXXX XXXXXXX Xxxxxx Xxxxxxxx 993398.3 993398.3
GOLDEN TELECOM Xxxxxxx 000000 7321
GOLDEN TELECOM Russian Federation 99709812
GOLDEN TELECOM Tajikistan 99005162 TJ 4749
GOLDEN TELECOM Turkmenistan 99310306
GOLDEN TELECOM Uzbekistan MBGU9900554.3
RUSSIA ON-LINE United States 75/282283 2265809
CommUnity data+ & Design Russia 95713070 153590
CommUnity & Design Russia 95713071 152477
CommUnity Russia 95713074 152478
CommUnity solution Russia 95713072 160105
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