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First Amendment To Share Purchase Agreement

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Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: December 22, 1994
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Exhibit 10.9


FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT


FIRST AMENDMENT (this "Amendment"), dated as of December 22, 1994, by and
-- between COMCAST CORPORATION, a corporation existing under the laws of the state of Pennsylvania ("Buyer") and ROGERS COMMUNICATION INC., a corporation existing under the laws of the Province of British Columbia ("Rogers"), to the Share Purchase Agreement ("Agreement") dated June 18, 1994.


WHEREAS, the Buyer and Rogers are parties to the Agreement which provides for the sale by Rogers to the Buyer of all the outstanding shares of capital stock of Maclean Hunter Inc. ("MH Inc."), subject to the terms and conditions set forth therein; and


WHEREAS, the Buyer and Rogers desire to amend certain provisions of the Agreement as set forth in this Amendment.


NOW, THEREFORE, the parties agree as follows:


1. Definition and References. Unless otherwise specifically defined
------------------------- herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" or "hereby" and each other similar reference contained in the Agreement shall from and after the date hereof, refer to the Agreement as amended by this Amendment.


2. Amendments of Section 1.1 - Defined Terms.
-----------------------------------------


2.1 Subsection 1.1 (aw) - Excluded Assets of the Agreement is
--------------- amended to read in its entirety as follows:


(aw) "Excluded Assets" means the assets listed in Schedule 1.1(ag) except
for Excess Cash, the Rogers-MHI Publishing Note and Tax Sharing Receivables


2.2 Subsection 1.1(cy) - Tax Sharing Agreement of the Agreement is amended by replacing, in its entirety the statement contained within the parentheses in the first sentence of such subsection with the following:


(including, but not limited to the MHI Tax Sharing Arrangements or any
other arrangement required or permitted by law)


2.3 Section 1.1 of the Agreement is further amended to add the following additional definitions:


(dl) "Rogers-MHI Publishing Note" means the note issued by Rogers-MHI
Publishing Inc. to MH Inc. in the amount of $37,963,000 as consideration
for the purchase of various Excluded Assets pursuant to the Asset Purchase
Agreement which


note shall be deemed to be a Current Asset under the Agreement and shall be
paid by tender to MH Inc of the Comcast Note immediately following Closing.


(dm) "Asset Purchase Agreement" means the Asset Purchase Agreement by and
between MH Inc, and Rogers-MHI Publishing Inc dated as of December 22,
1994.


(dn) "Share Repurchase Agreement" means the Share Repurchase Agreement by
and between MH Inc. and Rogers dated as of December 22, 1994.


(do) "Comcast Note" means the note executed by Buyer in an amount equal to
the face amount of the Rogers-MHI Publishing Note which shall be delivered
at Closing to Rogers in partial payment of the Purchase Price and in turn
tendered to MH Inc. in full payment and satisfaction of the Rogers-MHI
Publishing Note immediately following Closing.


(dp) "MHI Tax Sharing Arrangements" means the various agreements and
understandings that reflect the obligation of certain subsidiaries included
in the MH Inc. consolidated group to contribute to and reimburse MH Inc.
for, their respective share of the Liability for Tax of the consolidated
group as determined in accordance with such arrangements, in order to
facilitate the preparation and filing of consolidated U.S. income tax
returns by MH Inc. for any Pre-Closing Tax Period and the payment of the
corresponding tax liability, which tax returns have historically included
such subsidiaries as members of the MH Inc. consolidated group.


(dq) "Excess Cash" has the meaning assigned to such term in the Share
Repurchase Agreement.


(dr) "Tax Sharing Receivables" has the meaning assigned to such term in
the Share Repurchase Agreement.


(ds) "Expense Liabilities" has the meaning assigned to such term in the
Share Repurchase Agreement.


3. Amendment of Subsection 2.1(d) - Cause Reorganization. Subsection
----------------------------------------------------- 2.1(d) of the Agreement is amended to read in its entirety as follows:

(d) Cause Reorganization. Subject to the completion of the distribution
--------------------
to Rogers of assets of MHL and the acquisition pursuant to such
distribution of all of the then issued and outstanding shares of MH Inc.,
and in any event prior to the Closing, Rogers covenants and agrees with the
Buyer to cause the Purchased Entities to effect the transactions described
in the Asset Purchase Agreement and the Share Repurchase Agreement, which
agreements and the transactions contemplated thereby are collectively
referred to as the "Reorganization", thereby removing from the Purchased
Entities, in the manner described in such agreements, the Excluded Assets.


2


4. Amendment of Subsection 2.4(a)-Adjustment. Subsection 2.4(a) of the
----------------------------------------- Agreement is amended by adding the following provision to the end of that Subsection:


(xi) increased by the amount, if any, of the
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