exv10w27



 





Exhibit 10.27




AMENDMENT TO LICENSE AGREEMENT




     This Amendment dated, April 16, 2004 (this “Agreement”), amends that
certain License Agreement (the “License Agreement”) dated as of November 1,
1995, as amended, by and between Metromedia International Group, Inc., a
Delaware corporation (“Licensee”) and Metromedia Company, a Delaware general
partnership (“Licensor”).



WITNESSETH




     WHEREAS, Licensor and Licensee are parties to the License Agreement
whereby Licensor has agreed to grant to Licensee and Licensee has agreed to
license from Licensor the right to use the trade name and trademark
“Metromedia” upon the terms and conditions set forth in the License Agreement;
and



     WHEREAS, Licensee desires to use the Metromedia Logo trademark depicted on
Exhibit A attached hereto (the “Metromedia Logo”) in a manner approved by
Licensor during the term of the License Agreement in connection with the
Licensed Services as such term is defined in the License Agreement;



     WHEREAS, Licensor is willing to grant Licensee the right to use the
Metromedia Logo trademark during the Term (as such term is defined in the
License Agreement) in the United States and, in connection with MITI, also
worldwide; and



     WHEREAS, Licensor is willing to grant the aforementioned right to use
the Metromedia Logo trademark upon the terms and conditions set forth in the
License Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



1. Capitalized Terms





	 	1.1	 	All capitalized terms used herein and not otherwise defined
shall have the meanings assigned thereto in the License Agreement.




2. License Grant.





	 	2.1	 	Section 1 of the License Agreement is hereby deleted in its
entirety and replaced with the following:





     “1. Licensor hereby grants to Licensee, a non-exclusive, non-
transferable, non-assignable right and license, without the
right to grant sublicenses, to use the trade name and trademark
and corporate name “Metromedia” and the Metromedia Logo
trademark depicted on Exhibit A hereto (the “Licensed
Trademarks”) in the United States and with respect to MITI,
worldwide in respect of Licensed Services subject to the terms,
obligations, conditions and limitations of this Agreement. It
shall be Licensee’s obligation to
appropriately carry out fully any and all trade name filings
and recordings that may be required of Licensee anywhere by
virtue of this Agreement.”



 









 






	 	2.2	 	Each instance of the term “Licensed Name” in the License Agreement
shall be hereby amended to refer to the “Licensed Trademarks”.




3. No Other Change





	 	3.1	 	Except for the amendments provided for herein, the License
Agreement shall remain unchanged in all respects and shall remain in
full force and effect.




4. General





	 	4.1	 	This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns,
contains the entire agreement of the parties with respect to the
specific subject matter hereof, may be executed in counterparts,
each of which will be an original and all of which will be governed
by New York law except the body of law pertaining to conflict of
laws.




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

	 	 	 	 	 
	 	METROMEDIA INTERNATIONAL GROUP, INC.

 	 
	 	By:  	/s/ Harold F. Pyle, IIII
 	 
	 	 	Name:  	Harold F. Pyle, III 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	METROMEDIA COMPANY

 	 
	 	By:  	/s/ Stuart Subotnick
 	 
	 	 	Name:  	Stuart Subotnick 	 
	 	 	Title:  	Executive Vice President 	 
	 





 









 





EXHIBIT A