AMENDMENT LETTER NO.2 TO TRADE MARK LICENCE BETWEEN VIRGIN ENTERPRISES LIMITED AND VIRGIN MEDIA LIMITED

Exhibit 10.6

AMENDMENT LETTER NO.2 TO TRADE MARK LICENCE BETWEEN
VIRGIN ENTERPRISES LIMITED AND VIRGIN MEDIA LIMITED

Virgin Media Limited
160 Great Portland Street
London W1W 5QA

Date: 1 ^st October 2007

Dear Sirs

         Trade Mark Licence between Virgin Enterprises Limited ("VEL") and Virgin Media Limited (formerly NTL Group Limited)("Virgin Media" or the "Licensee") dated 3 April 2006 (as amended by Amendment Letter 1 (as defined below)) (the "Virgin Media Licence")

        Whereas:

(A)

The parties entered into the Virgin Media Licence granting permission to use the Marks (as defined in the Virgin Media Licence) as stated therein;

(B)

The parties wish to extend the aforementioned grant to the Licensee and members of the Virgin Media Group to use the name "Virgin 1" in connection with a TV Programme Service and certain related activities and services on the terms as set out in this letter of agreement (" Amendment Letter 2 "); and

(C)

By entering into this Amendment Letter 2, VEL and Virgin Media wish to amend the Virgin Media Licence to reflect the above, save that any changes or amendments made herein are not designed or intended to limit or restrict the rights already granted in the Virgin Media Licence.

        In consideration of the additional royalties payable to VEL under the Virgin Media Licence (as amended in accordance with the terms of this Amendment Letter 2), VEL and the Licensee agree to amend the Virgin Media Licence, with effect from 1 October 2007, as follows:

1.     Definitions

1.1

Capitalised words and phrases not defined in this Amendment Letter 2 shall have the same meaning as under the Virgin Media Licence.

1.2

Further, the following definitions shall have the following meaning:

• " Amendment Letter 1 " means the letter of agreement between the parties dated 8 ^th February 2007 relating, inter alia , to use of the name Virgin Media Television in relation to TV Management Services;

  " BARB " means the Broadcasters Audience Research Bureau or any successor body thereto from time to time;

  " General Entertainment Channel " means a TV Programme Service consisting of programming predominantly of a general entertainment nature and of appeal to a wide audience. For the avoidance of doubt, such TV Programme Service may consist of a variety of programmes including drama, comedy, factual programming, news, sport, etc. but shall not consist of programming predominantly of only one specialist genre;

  " Virgin 1 Revenues " means the amount of:

  (i)

  advertising revenue; and

1

• (ii)

  if any, revenue from sale of the Virgin 1 Channel to other carriers,

• in each case, accrued in respect of the Virgin 1 Channel which is included in Licensed Content Revenues;

  " Virgin 1 Channel " means the General Entertainment Channel named "Virgin 1" (or such other name comprising of the name "Virgin" as may be agreed between the parties pursuant to clause 2.3 below from time to time); and

         "Virgin 1 Logo" means the "Virgin 1" logo for the Virgin 1 Channel as set out at Appendix 1.

2.     Rights relating to the Virgin 1 Channel

2.1

VEL hereby grants to the Licensee and to all members of the Virgin Media Group for the Term the right, subject to the terms of the Virgin Media Licence (as amended in accordance with the terms of this Amendment Letter 2) to use the Marks in the form of the name "Virgin 1" and the "Virgin 1 Logo" (or such other name as may be agreed between the parties pursuant to clause 2.3 from time to time) as follows:

(a)

on an exclusive basis in the Territory, in relation to:

(i)

the creation, branding and distribution of a General Entertainment Channel, whether made available through the Communications Services or any other similar platform or distribution means not branded with the Marks, whether provided by the Virgin Media Group or a third party, including video on demand, mobile, broadband and interactive services; and

(ii)

the creation and acquisition of TV programmes and Content to be included within the General Entertainment Channel referred to in clause 2.1(a)(i) above, together with the rights to package, bundle and distribute such TV programmes and Content as part of the same and/or through the Communications Services or any other similar platform or distribution means not branded with the Marks, whether provided by the Virgin Media Group or a third party, including video on demand, mobile, broadband and interactive services; and

(iii)

the exploitation, sale, distribution and licensing to third parties of any TV programmes and Content created by or on behalf of the Virgin Media Group pursuant to clause 2.1(a)(ii) above; and

(iv)

TV Management Services in relation to the Virgin 1 Channel only.

(b)

on a non-exclusive basis outside the Territory, in relation to TV Management Services in relation to the Virgin 1 Channel only, provided that:

(i)

in relation to the acquisition of TV programmes from third parties outside the Territory, the Licensee or relevant member of the Virgin Media Group shall use all reasonable endeavours to make it clear to such third parties that the TV programmes are being acquired for broadcast on the Virgin 1 Channel in the Territory;

(ii)

in respect of TV Management Services outside the Territory, the rights granted hereunder do not extend to permit the use of the "Virgin 1" name in relation to a TV Programme Service outside the Territory (and/or in relation to UKTV) but, where TV programmes are created by or for the Virgin 1 Channel, the Marks may be used (including on end slates) to indicate this provided that no such TV programme shall be either broadcast, sold or distributed using the Marks outside the Territory (other than use of the Marks in copyright notices and on end slates to indicate that such TV programme is owned by

2

• • • and/or a production or co-production of the Licensee or relevant member of the Virgin Media Group); and

    (iii)

    in respect of TV Management Services where the Licensee or a member of the Virgin Media Group is using the "Virgin 1" name in relation to the creation, production or commissioning of a TV programme outside of the Territory (including where the Licensee or a member of the Virgin Media Group is commissioning a third party to produce a TV programme on its behalf or co-producing a TV programme in association with any third party located outside the Territory (e.g. joint funding of a TV programme with a US production company or broadcaster)), the Licensee acknowledges that: (i) overall management