Exhibit
10.5


CONFORMED
COPY


VIRGIN ENTERPRISES


Virgin Media Limited


160 Great Portland Street


London
W1W 5QA


Date:       8th February 2007


Dear Sirs


Trade
Mark Licence between Virgin Enterprises Limited (“VEL”) and Virgin Media
Limited (formerly NTL Group Limited) dated 3 April 2006 (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 Media Television” in connection with TV
Management Services on the terms as set out in this Amendment Letter 1;


(C)           The parties have also
agreed that the Virgin Media Group’s business communications division may make
some incidental use of the Marks and the “virginmedia.co.uk” email addresses in
relation to the Virgin Media Group’s business division on the terms set out in
this Amendment Letter 1; and


(D)          By entering into this
Amendment Letter 1, VEL and the Licensee 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.


1.             Definitions


1.1           Capitalised words and
phrases not defined in this letter of agreement (“Amendment Letter 1”) shall
have the same meaning as under the Virgin Media Licence.



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1.2           Further, the
following definitions shall have the following meaning:


“Content Revenues”
means the amount of content revenue as reported in Virgin Media Inc.’s
(formerly NTL Incorporated’s) statement of operations contained in its
Quarterly Report or its Annual Report, as appropriate;


“IDS” means Interactive Digital Sales Limited, a wholly-owned
subsidiary of the Virgin Media Group;


“Licensed
Content Revenues” is calculated as follows:


Content Revenues less (to the
extent not already deducted in the calculation of Content Revenues):


(i)         value
added tax, sales tax, excise duties and equivalent taxes and duties; and


(ii)        bad
debt expense in accordance with Accounting Standards (save that such deduction
shall not exceed 4% of Licensed Content Revenues); and


(iii)       revenues
accruing from intra group cross-charges and cost-based recharges relating to
use of facilities between the Virgin Media Group and any joint venture,
undertaking or company, which is not a member of the Virgin Media Group, but in
which any member of the Virgin Media Group has an interest (including the
Virgin Media Group’s joint ventures with the British Broadcasting Corporation
and BBC Worldwide Limited, commonly known as “UKTV”);


(iv)       revenues
accruing to the Virgin Media Group from sales or activities within the Virgin
Media Group (including intra-group revenues such as carriage fees for
distribution of TV Programme Services via the Virgin Media Group’s
Communications Services);


(v)        any
revenue accruing to the Virgin Media Group from activities carried out other
than pursuant to the Marks which have been included in Content Revenues
including revenues accruing to the following members or divisions of the Virgin
Media Group: Sit-up, Minotaur International and IDS;


“TV Management Services” means services or activities
relating to the creation, acquisition, exploitation, sales, distribution and
licensing of any TV Programme Service of the Virgin Media Group or UKTV and/or
the TV programmes associated therewith, including advertising, sponsorship,
merchandising and promotional activities in connection with these activities;
and



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“UKTV”
means the joint venture companies jointly owned by the Virgin Media Group, the
British Broadcasting Corporation and BBC Worldwide Limited and established to
create certain TV Programme Services.


1.3           In the Virgin
Media Licence, all references to “NTL” shall be deemed to be replaced with “Virgin
Media” and all references to the “NTL Group” shall be deemed to be replaced
with the “Virgin Media Group”.


2.            Content Rights


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 1),
VEL and the Licensee agree to amend the Virgin Media Licence, with effect from
8 February 2007, as follows:


2.1           Subject to clause
2.4, VEL hereby grants to the Licensee and all members of the Virgin Media
Group for the Term the right to use the Marks in the form of the name “Virgin
Media Television” (or such other name as may be chosen pursuant to clause 2.2
from time to time) in relation to TV Management Services on a worldwide
non-exclusive basis, save that this grant is exclusive in relation to this name
in the Territory.


2.2           Schedule 2 Part C
of the Virgin Media Licence shall be amended to include the name “Virgin Media
Television”.  The parties acknowledge
that it is the current intention of the Virgin Media Group to use the name “Virgin
Media Television” in relation to TV Management Services save that VEL agrees
that the Licensee can use any other names
comprising of “Virgin” (whether as a name or in the form of the Virgin
Signature) provided that such names are always used in conjunction with and
always in front of any word or words which is or are suitable to describe or
denote the TV Management Services, such additional word or words to be approved
by VEL in advance in writing (such approval not to be unreasonably withheld,
conditioned or delayed).


2.3           Schedule 2 Part D
of the Virgin Media Licence shall be amended to include the following domain
names:


	
   

  	
  virginmediatelevision.com,

  
	
   

  	
  virginmediatelevision.co.uk,

  
	
   

  	
  virginmediatelevision.net,

  
	
   

  	
  virginmediatelevision.eu,

  
	
   

  	
  virginmediatv.com,

  
	
   

  	
  virginmediatv.co.uk,

  
	
   

  	
  virginmediatv.net,

  
	
   

  	
  virginmediatv.eu,

  
	
   

  	
  virginmedia.co.uk,

  
	
   

  	
  virginmedia.net
  (subject to this name being transferred to VEL),

  



 



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  virginphone.co.uk,

  
	
   

  	
  virginmedia.mobi,

  
	
   

  	
  virginmedia.tv,

  
	
   

  	
   

  
	
   

  	
  On a
  non-exclusive basis outside the Territory the following domain names:

  
	
   

  	
   

  
	
   

  	
  virgincommunications.com

  
	
   

  	
  virginphone.net

  
	
   

  	
  virginmobile.net

  
	
   

  	
  virgintv.mobi

  
	
   

  	
  virginbroadband.biz

  
	
   

  	
  virginmobile.biz

  
	
   

  	
  virginbroadband.org

  
	
   

  	
  virginphone.org

  
	
   

  	
  virginmobile.org

  



 


and members of the Virgin Media Group shall be
permitted to use the Domain Names as amended accordingly in relation to TV
Management Services.  The Virgin Media
Group shall procure that legal ownership of the domain names
virginmediasales.com and virginmediasales.co.uk is transferred to VEL as soon
as reasonably practicable.


2.4           The parties
acknowledge that the additional rights referred to in clause 2.1 above shall be
subject to the following provisions:-


(a)           in respect of TV
Management Services, the rights granted hereunder do not extend to permit the
use of the Marks to brand a TV Programme Service or the actual TV programmes
themselves nor, in relation to UKTV, permission to rename the UKTV joint
venture companies (save in each case as already permitted in the Virgin Media
Licence, as amended by this Amendment Letter 1) provided that the Marks may be
used (including on end slates) to indicate that such TV Programme Service
and/or TV programmes are created, acquired, exploited, sold, licensed or
distributed by “Virgin Media Television”. 
Nothing in this clause 2.4(a) is intended to prevent the Virgin Media
Group using the name “Virgin Media” to advertise and promote the Virgin Media
Group’s TV Programme Services to Customers or prospective Customers, which the
parties agree is expressly permitted;


(b)           in respect of TV
Management Services, where the Licensee or a member of the Virgin Media Group
is using the Marks 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)



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overall management and control
of the Licensee’s or the relevant member of the Virgin Media Group’s business
activities shall remain in the Territory; and (ii) such TV programme is
intended by the Licensee or relevant member of the Virgin Media Group for
broadcast to an audience in the Territory as part of the TV Programme Services
of the Virgin Media Group.  The parties
agree that the foregoing shall not prevent the Licensee or any member of the
Virgin Media Group from carrying out creation, production and commissioning
activities outside of the Territory and/or, in the case of co-productions, from
such TV programmes being broadcast outside the Territory by, on behalf of or
under licence from any co-producer provided that no such TV programme shall be
either broadcast or sold, distributed or marketed 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 and/or a production or
co-production of the Licensee or relevant member of the Virgin Media Group);


(c)           it is agreed that
the Virgin Media Group shall not be required to use the Marks in the form of
the name “Virgin Media Television” in relation to TV Management Services until
the Virgin Media Group at its discretion elects to do so;


(d)           for the avoidance
of doubt, all use or proposed use by the Virgin Media Group of the Marks under
the terms of this Amendment Letter 1 shall be in accordance with clause 5 of
the Virgin Media Licence, save that the obligation in clause 5.8 to comply with
the Service Levels set out in Schedule 3 of the Virgin Media Licence shall be
limited only to the obligations set out in paragraphs 1.1 and 1.2.


2.5           The Licensee may at any
time submit a proposal to extend the scope of the Virgin Media Licence in order
to permit the Licensee or a member of the Virgin Media Group to create, brand,
sell and distribute a new TV Programme Service under the Marks (whether through
the Communications Services or any other 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).  VEL shall, acting in all good
faith and in a timely manner, consider such proposal from the Licensee.   Subject to VEL’s approval of such proposal
and agreement in writing by the parties of such amendments to the Virgin Media
Licence as are required to extend the Virgin Media Licence to cover such
approved TV Programme Service, the parties will agree a royalty payable in
respect of such TV Programme Service that is no greater than 1% of the revenues
accruing to the Virgin Media Group from such TV Programme Service (subject to
any relevant deductions referred to in the definition of Licensed Content
Revenues).



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3.             Royalties


3.1           Subject to clause 3.2,
in consideration of the rights granted under clause 2, the Licensee shall pay
VEL a royalty the greater of:


(a)            one quarter of one per
cent (0.25%) of the Licensed Content Revenues; or


(b)           fifty thousand pounds
(£50,000),


in respect of each
Quarter. In respect of any part of a Quarter in respect of which royalties are
payable pursuant to this Amendment Letter 1, such royalties shall be reduced
pro rata in accordance with the number of days for which such royalties are due
compared with the number of days in the Quarter in question.  In the event that the parties agree to extend
the Virgin Media Licence to allow IDS to use the Marks in respect of its
business (to the extent that such rights are not already granted pursuant to
the Virgin Media Licence), the minimum royalty payable pursuant to clause
3.1(b), subject to agreement of such extension in writing, shall be increased
to sixty two thousand pounds (£62,500) per Quarter.


3.2           The royalties payable
pursuant to clause 3.1 shall become payable from the earlier of 8 February 2007
or the first external use of the Marks in the form of the name “Virgin Media
Television” as the case may be.


3.3           In the event that any
member or members of the Virgin Media Group carrying out TV Management Services
under the Marks ceases to be a part of the Virgin Media Group (“Departing
Company” or “Departing Companies”), the provisions of clause 7.1(d) of the NTL
Licence shall apply and, upon such cessation:


(a)            the royalty payable
under this Amendment Letter 1 in respect of the revenues accruing to that
Departing Company or those Departing Companies shall cease to become payable
or, if the Departing Company or those Departing Companies carry on all of the
Virgin Media Group’s TV Management Services then no royalties shall be payable
under this clause 3 upon such cessation; and


(b)           the minimum royalty
payable under clause 3.1(b) shall be reduced proportionately to reflect the
reduction in revenues attributable to that Departing Company or those Departing
Companies or, if the Departing Company or those Departing Companies carry on
all of the Virgin Media Group’s TV Management Services then no minimum royalty
shall be payable under this clause 3 upon such cessation.


3.4           A worked example of
royalty calculations as applied to the financial year ending 2006 for
illustrative purposes are set out in the attached Schedule.


3.5           The provisions of
clauses 4.2 to 4.11 and 4.14 of the Virgin Media Licence shall be deemed to
apply, mutatis mutandis, to the royalties
payable under this Amendment Letter 1.



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3.6           Sub-section (c) in the
definition of “Licensed Revenues” shall be amended as follows in order to avoid
any double counting of revenues:


“(c)          any other revenues
accruing to the Virgin Media Group from activities carried out pursuant to the
Marks which have not been included in Consumer Revenues (but excluding Licensed
Content Revenues);”


4.            Business Division –
Incidental Rights and use of “virginmedia.co.uk” email addresses


4.1           In relation to the
Virgin Media Group’s business communications division (which provides
Communications Services, Communications Networks, equipment and related
services to business customers) (the “Business Division”), Virgin Media Group
shall be permitted to make non-material incidental use of the Marks and shall
be entitled to use “virginmedia.co.uk”
email addresses for a period of 12 months from 8 February 2007 (to the
extent that the Business Division remains a member of the Virgin Media
Group).  In consideration of the
foregoing the Licensee shall pay VEL one hundred thousand pounds (£100,000)
payable in four equal installments at the end of each Quarter following the
date hereof.   VEL shall agree upon the
request of the Licensee, acting reasonably and in good faith, to extend such
use for a further period of up to six (6) months on the expiry of the initial
period.  The Licensee shall pay VEL up to
fifty thousand pounds (£50,000) in respect of any such further use to be paid
pro rata in the event that such use ceases before the expiry of such six (6)
month period.


5.            Virgin Central


5.1           With effect from 8 February 2007, Schedule
2 Part C of the Virgin Media Licence shall be amended to include the name “Virgin
Central” and the Licensee’s rights to use the name “Virgin Central” shall be
exclusive in the Territory.


6             Miscellaneous Provisions


6.1           The parties acknowledge
that pursuant to the rights under the Virgin Media Licence various corporate
and central functions (such as human resources, procurement, legal, accounts,
corporate filings), operational and network services, staff education and
training, and fulfilment functions of the Virgin Media Group will be re-branded
and will operate under the Marks. The parties
acknowledge that in addition to servicing those aspects of the business which
have been re-branded under the Marks, such functions will also service those
aspects of the Virgin Media Group’s business that may not be re-branded with
the Marks (whether such re-branding is permitted under the Virgin Media Licence
or not and/or whether or not the Virgin Media Group has exercised its rights to
re-brand where such re-branding is permitted under the Virgin Media
Licence).  VEL acknowledges that the
offer, provision or operation of such functions and services by the Virgin
Media Group under the Marks is permitted and will not amount to a breach of the
Virgin Media Licence, provided that the Licensee agrees that:



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(a)           following
expiry of the period referred to in clause 4, and in consideration of the
Licensee making a payment of twenty five thousand pounds (£25,000) to VEL in
respect of each Quarter payable from the end of the period referred to in
clause 4.1 (and as adjusted every third anniversary of this date to take into
account inflation as measured by the RPI):


(i)            in relation to
customers of the Business Division only, the Virgin Media Group shall not be
permitted to make any further use of the Marks, provided that the Virgin Media
Group may make incidental use of the name “Virgin Media” for the fulfilment of
installation, maintenance and network support of any part of the Virgin Media
Group’s Communications Networks (the “Network Services”) utilized by customers
of the Business Division where such Network Services must be fulfilled by a
non-Business Division section of the Virgin Media Group under the Marks by
virtue of the fact that the relevant part of the Communications Networks is
owned and/or operated by a non-Business Division section of the Virgin Media
Group for as long as such Communications Networks form part of or are required
by the Business Division (irrespective of whether or not the Business Division
remains a member of the Virgin Media Group);


(ii)           for the avoidance of
doubt, no use of the Marks in relation to the marketing, sale or promotion of
any equipment or services forming part of the Business Division shall be permitted.


(b)           such Marks shall be used in a manner which is in
accordance with honest commercial practices and does not without due cause take
unfair advantage thereof or could reasonably be considered to result in
consumer confusion; and


(c)           in relation to those parts of the business that are
not re-branded with the Marks, the Licensee will not create the
impression that such activities are branded with the Marks.


6.2           For the avoidance
of doubt, following the renaming of the Licensee as “Virgin Media” under and in
accordance with the terms of the Virgin Media Licence, any company which is
part of the Virgin Media Group and which undertakes any activities which may
not be branded with the Marks under and in accordance with the terms of the
Virgin Media Licence shall be permitted to identify itself as a member of the “Virgin
Media Group” provided that no such member shall use the Marks in a manner which is not in
accordance with honest commercial practices and does not without due
cause take unfair advantage of the Marks. 
Examples of permitted use include “A Virgin Media Company” or “Part of
the Virgin Media Group” or “[company name], Part of the Virgin Media Group” or “[company
name], a Virgin Media Company”.



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6.3           This Amendment
Letter 1 constitutes an amendment of the Virgin Media Licence under and in
accordance with the terms of Clause 14.2 of the NTL Licence.  All other terms of the Virgin Media Licence
remain unchanged and shall apply in respect of the rights granted under this
Amendment Letter 1.  The activities
licensed pursuant to this Amendment Letter 1 shall be deemed to be “Licensed
Activities” pursuant to the Virgin Media Licence.


6.4           This Amendment
Letter 1 shall be governed by and construed in accordance with English law.
Subject to clause 14.6 of the Virgin Media Licence each of the parties
irrevocably submits to the exclusive jurisdiction of the Courts of England.


Please confirm
your acceptance of the terms of this Amendment Letter 1 by signing where
indicated below.


	
  /s/GORDON MCCALLUM

  	
   

  
	
   

  
	
  for and on
  behalf of

  
	
  Virgin
  Enterprises Limited

  
	
   

  
	
   

  
	
  /s/ROBERT
  MACKENZIE

  	
   

  
	
   

  
	
  for and on
  behalf of

  
	
  Virgin
  Media Limited

  



 



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