Amendment to Trademark Transfer Agreement between Global TeleSystems, Inc. and Golden Telecom, Inc.

Summary

This amendment, dated May 10, 2001, updates the Trademark Transfer Agreement originally signed on October 5, 1999, between Global TeleSystems, Inc. (formerly Global TeleSystems Group, Inc.) and Golden Telecom, Inc. The amendment terminates a license previously granted, nullifies a change of control provision, revises the assignment clause to allow assignment to wholly-owned subsidiaries, and updates the list of trademarks covered. All other terms of the original agreement remain unchanged. Both parties agree to take necessary actions to implement these changes.

EX-10.10 11 h87875ex10-10.txt AMENDMENT TO TRADEMARK AGREEMENT 1 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: -------------------- 1 2 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