Exhibit 4.11


                                                          EXECUTION VERSION

                       REGISTRATION RIGHTS AGREEMENT

        This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered
into as of this 25th day of January 2001, by and between CoreComm Limited,
a Delaware corporation (the "COMPANY"), and Morgan Stanley Senior Funding
Inc. (the "GRANTEE").

        WHEREAS, capitalized terms used but not defined herein shall have
the meanings ascribed thereto in Section 14 hereof;

        WHEREAS, as of the date hereof the Company granted a warrant (the
"WARRANT") to Grantee to acquire shares of common stock, $0.01 par value
per share, of the Company (the "COMMON STOCK");

        WHEREAS, the Warrant is exercisable into an aggregate of up to
969,000 shares of Common Stock (subject to the anti-dilution adjustments
contained in Section 4 of the Warrant), upon the payment to the Company of
an exercise price of $3.71 per share (the shares of Common Stock issuable
upon exercise of the Warrant, collectively, the "REGISTERABLE SECURITIES");

        WHEREAS, the Company entered into a Registration Rights Agreement
(the "ATX AGREEMENT"), dated as of September 29, 2000 with the former
stockholders of ATX Telecommunications Services, Inc., a Delaware
corporation, for the benefit of the holders of the Registerable Securities
(as defined in the ATX Agreement);

        WHEREAS, the Company entered into a Registration Rights Agreement
(the "VOYAGER AGREEMENT"), dated as of September 29, 2000 with the former
stockholders of Voyager.net, Inc., a Delaware corporation, listed on
Schedule I to the Voyager Agreement for the benefit of the holders of the
Registerable Securities (as defined in the Voyager Agreement);

        WHEREAS, the Company entered into a Registration Rights Agreement
(the "BOOTH AGREEMENT"), as of September 28, 2000 with Booth American
Company, a Michigan corporation for the benefit of the holder of the
Subject Stock (as defined in the Booth Agreement);

        WHEREAS, the Company entered into a Registration Rights Agreement
(the "CHASE AGREEMENT"), as of December 15, 2000 with Chase Securities Inc.
for its benefit; and

        WHEREAS, the Grantee has become a Lender under the Credit
Agreement, dated September 28, 2000, as amended, by and among the Company,
the Chase Manhattan Bank and others, as consideration for the issuance of
the Warrant and the Company entering into this Agreement.

        NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement intending to be legally bound hereby agree as follows:

        1. Demand Registration Rights

               (a)    Demand Registration.

                      (i) At any time on or after the date of this
  !                   Agreement, the Grantee may make a written request to
                      the Company for registration under the Securities Act
                      (a "DEMAND REGISTRATION") of all or part of the
                      shares of Common Stock constituting its Registerable
                      Securities; provided, however, that, (A) the Company
                      shall not be required to effect more than one (1)
                      Demand Registration pursuant to this Agreement, (B)
                      the number of shares of Common Stock proposed to be
                      registered by the Grantee shall not be less than
                      490,500 shares (subject to appropriate adjustments to
                      reflect stock splits, stock dividends, corporate
                      recapitalizations or similar transactions) as of the
                      date of the written request and (C) the Grantee shall
                      be the holder as of the date of the written request
                      of at least 50% of the then outstanding shares of
                      Common Stock that constitute Registerable Securities
                      hereunder.

                      (ii) Within ten (10) days after receipt by the
                      Company of a written request for a Demand
                      Registration, the Company shall give written notice
                      (the "NOTICE") of such request to all Persons
                      Beneficially Owning shares of Common Stock who are
                      contractually entitled (other than pursuant to this
                      Agreement) to include their shares of Common Stock in
                      such registration statement and, subject to
                      subsection (c)(i) below, shall include in such
                      registration statement all shares of Common Stock
                      that the Company has received written requests for
                      inclusion therein within ten (10) days after the
                      Notice is given. Thereafter, subject to subsection
                      (c)(i) below, the Company may elect to include in
                      such registration shares of Common Stock to be sold
                      by the Company. All requests made pursuant to this
                      Section 1(a) shall specify the class and aggregate
                      number of Registerable Securities to be registered.

               (b) Effective Demand Registration. Subject to Section 3(b),
               the Company shall use reasonable commercial efforts to cause
               any Demand Registration to become effective not later than
               one hundred twenty (120) days (ninety (90) days if the
               Company is eligible to use Form S-3 under the Securities for
               a resale registration statement) after it receives a written
               request under Section 1(a) hereof and to remain effective
               for the lessor of (i) the period during which all
               Registerable Securities registered in the Demand
               Registration are sold and (ii) one hundred twenty (120)
               days; provided, however, that if the Grantee requests the
               Company to withdraw such registration other than as the
               result of a material breach by the Company of this
               Agreement, it shall constitute a completed Demand
               Registration unless the Grantee promptly pays all of the
               costs and expenses incurred by the Company in connection
               with such registration.

               (c)    Underwriting Procedures.

                      (i) The offering of Registerable Securities pursuant
                      to a Demand Registration may be in the form of a firm
                      commitment underwritten offering and, if so, the
                      managing underwriter and other underwriters selected
                      for such offering shall be selected by the Company;
                      provided that the managing underwriter and other
                      underwriters are reasonably acceptable to the Grantee
                      (having due regard to the experience and relationship
                      with the Company and the Grantee, if any, of the
                      managing underwriter and the other underwriters) (the
                      "APPROVED UNDERWRITER"). In such event, if the
                      Approved Underwriter advises the Company that in its
                      opinion the aggregate amount of such Registerable
                      Securities requested to be included in such offering
                      is sufficiently large that it may adversely affect
                      the success of such offering, the Company shall
                      include in such registration only the aggregate
                      amount of Registerable Securities that in the opinion
                      of the Approved Underwriter may be sold without any
                      such adverse effect and shall allocate (A) first, pro
                      rata, based on the number of Registerable Securities
                      Beneficially Owned by Grantees and (B) second, pro
                      rata, based on the number of shares of Common Stock
                      Beneficially Owned by Persons who are contractually
                      entitled to include (other than pursuant to this
                      Agreement) their shares of Common Stock in such
                      registration statement.

                      (ii) Distribution by Underwriters. The managing
                      underwriter or underwriters selected for any offering
                      shall enter into an agreement with the Company and
                      the stockholders whereby the underwriters shall be
                      prohibited from (A) distributing 5% or greater of the
                      Registerable Securities to any Person in connection
                      with the initial placement of the Registerable
                      Securities for the offering and from (B) distributing
                      5% or greater of the Registerable Securities to any
                      Person for ninety (90) days after such initial
                      placement.

        2.     Incidental or "Piggyback" Registration Rights.

               (a) Notice of Registration. If the Company, at any time
               beginning on the date that is the twelve (12) month
               anniversary of the date of this Agreement and thereafter
               from time to time, until the thirty six (36) month
               anniversary of this Agreement, shall determine to register
               any of its Common Stock for sale in an Underwritten Offering
               for its own account (other than a registration relating to
               (i) a registration of an employee compensation plan or
               arrangement on Form S-8 (or any successor form) or any
               dividend reinvestment plan, or (ii) a registration of
               securities on Form S-4 (or any successor form) including,
               without limitation, in connection with a proposed issuance
               in exchange for securities or assets of, or in connection
               with a merger or consolidation with another corporation) (a
               "COMPANY REGISTRATION"), or shall register any of its Common
               Stock pursuant to a demand request for registration by any
               holder of the Common Stock (a "THIRD PARTY DEMAND
               REGISTRATION"), the Company will promptly deliver to the
               Grantee written notice thereof, and include in such
               registration (subject to the restrictions contained in other
               registration rights agreements of the Company and Section
               2(b) hereof) all the Registerable Securities specified in a
               written request delivered by the Grantee to the Company
               within ten (10) days after such Grantee's receipt of such
               written notice from the Company ("INCIDENTAL REGISTRATION").
               If at any time after giving written notice of its intention
               to register any securities and prior to the effective date
               of the registration statement filed in connection with such
               registration, the Company shall determine for any reason
               either not to register or to delay registration of such
               securities, the Company may, in its sole election, give
               written notice of such determination to each holder of
               Registerable Securities and, thereupon, (A) in the case of a
               determination not to register, shall be relieved of its
               obligation to register any Registerable Securities in
               connection with such registration (but not from its
               obligations under Section 4 hereof), without prejudice,
               however, to the rights of any holder of Registerable
               Securities entitled to do so to request that such
               registration be effected as a registration under Section
               1(a) hereof and (B) in the case of a determination to delay
               registering, shall be permitted to delay registering any
               Registerable Securities, for the same period as the delay in
               registering such other securities. The right of the Grantee
               to have Registerable Securities included in a registration
               pursuant to this Section 2(a) shall be conditioned upon such
               Grantee entering into (together with the Company and/or the
               other holders, if any, distributing their Company securities
               through such underwriting) an underwriting agreement in
               customary form with the managing underwriter or underwriters
               selected for such underwriting by the Company or by the
               stockholders who have demanded such registration (the
               "COMPANY UNDERWRITER").

               (b) Cutback. If the lead managing underwriter of an offering
               covered by Section 2(a) hereof shall advise the Company on
               or before the date five (5) days prior to the date then
               scheduled for such offering that, in its opinion, the amount
               of Common Stock (including Registerable Securities)
               requested to be included in such registration statement
               exceeds the amount which can be sold in such offering
               without adversely affecting the success of such offering,
               then the Company will include in such registration:

                      (i) in the case of a Company Registration, first, any
                      shares proposed to be offered by the Company; second,
                      the shares of Common Stock which have been requested
                      to be registered by the holders requesting such
                      registration pursuant to the ATX Agreement, the
                      Voyager Agreement and/or the Booth Agreement (the
                      "EXISTING AGREEMENTS"), as applicable, allocated, if
                      necessary, pro rata among such holders requesting
                      such registration on the basis of the number of
                      shares of Common Stock Beneficially Owned by such
                      holder at the time; third, the shares of Common Stock
                      which have been requested to be registered by the
                      Grantee and any other holder of common shares
                      entitled to incidental or piggyback registration on
                      the date of this Agreement ("OTHER FIRST PRIORITY
                      REGISTRATION"), allocated, if necessary, pro rata
                      among such holders requesting such registration on
                      the basis of the number of shares of Common Stock
                      Beneficially Owned by such holder at the time; and
                      fourth, the shares of Common Stock which have been
                      requested to be registered by any other holder
                      entitled to incidental or piggyback registration
                      after the date of this Agreement ("OTHER SECOND
                      PRIORITY REGISTRATION").

  !                   (ii) in the case of a Third Party Demand
                      Registration, first, any shares proposed to be
                      offered by the stockholder or stockholders exercising
                      their right to cause the Company to proceed with such
                      Third Party Demand Registration (the "INITIATING
                      THIRD PARTY HOLDERS"); second, any shares proposed to
                      be offered by the Company; third, the shares of
                      Common Stock which have been requested to be
                      registered by the holders requesting such
                      registration pursuant to the Existing Agreements,
                      excluding any shares Beneficially Owned by the
                      Initiating Third Party Holders, to be included in
                      such registration, allocated, if necessary, pro rata
                      among such holders requesting such registration on
                      the basis of the number of shares of Common Stock
                      Beneficially Owned by such holder at the time;
                      fourth, the shares of Common Stock which have been
                      requested to be registered by the Grantee and any
                      other holder entitled to Other First Priority
                      Registration, allocated, if necessary, pro rata among
                      such holders requesting such registration on the
                      basis of the number of shares of Common Stock
                      Beneficially Owned by such holder at the time; and
                      fifth, the shares of Common Stock which have been
                      requested to be registered by any other holder
                      entitled to Other Second Priority Registration,
                      allocated, if necessary, pro rata among such holders
                      requesting such registration on the basis of the
                      number of shares of Common Stock Beneficially Owned
                      by such holder at the time;

               provided, however, that in the event the Company will not,
               by virtue of the implementation of the foregoing cutback
               mechanism, include in any such registration all of the
               Registerable Securities requested to be included in such
               registration, the Grantee may, upon written notice to the
               Company given within three (3) days of the date the Grantee
               is first notified of such matter, reduce the amount of the
               Registerable Securities the Grantee desires to have included
               in such registration, whereupon only the Registerable
               Securities, if any, the Grantee desires to have included
               will be considered for such inclusion.

        3.     Obligations of the Company.

               (a) Whenever the Company is required to use its reasonable
               commercial efforts to effect or cause the registration of
               any shares of Common Stock under the Securities Act pursuant
               to this Agreement, the Company shall (i) as soon as
               reasonably practicable, file with the Commission a
               registration statement with respect to the shares of Common
               Stock; provided, however, that the Company may discontinue
               any registration of its securities which is being effected
               pursuant to an Incidental Registration at any time prior to
               the effective date of the registration statement relating
               thereto, (ii) prepare and file with the Commission such
               amendments and supplements to such registration statement
               and the prospectus forming a part thereof as may be
               reasonably necessary to make and to keep such registration
               statement effective and to comply with the provisions of the
               Securities Act with respect to the sale or other disposition
               of all securities proposed to be registered pursuant to such
               registration statement in accordance with the terms of this
               Agreement and (iii) take all such other action either
               necessary or desirable to facilitate the shares of Common
               Stock held by the holders so registered to be disposed of in
               accordance with the method of disposition described herein.

               (b) Notwithstanding the foregoing, if the Company shall
               furnish to the Grantee a certificate signed by its Chairman,
               Chief Executive Officer or Chief Financial Officer, dated
               the date of its delivery to the Grantee stating that (i)
               filing a registration statement or maintaining effectiveness
               of a current registration statement could reasonably be
               expected to have a material adverse effect on the Company or
               its stockholders in relation to any material financing,
               acquisition or other corporate transaction, and the Company
               has determined in good faith that such disclosure is not in
               the best interests of the Company and its stockholders, (ii)
               the Company has determined in good faith that the filing or
               maintaining effectiveness of a current registration
               statement would require disclosure of material information
               the Company has a valid business purpose of retaining as
               confidential, (iii) the Company has had declared effective
               by the Commission another registration statement within
               ninety (90) days of the date of its certificate, (iv) under
               applicable rules, regulations or Staff policies, practices
               and procedures of the SEC, the Company is not permitted to
               file or obtain or maintain effectiveness of a current
               registration statement or (v) within ninety (90) days of the
               date of its certificate the Company plans on engaging in an
               Underwritten Offering for its own account, the Company shall
               be entitled to postpone filing or suspend the use by the
               Grantee of the registration statement and the prospectus
               forming a part thereof and direct that sales under such
               registration statement be suspended for a reasonable period
               of time, but not in excess of ninety (90) consecutive
               calendar days. The Company shall be entitled to exercise
               such suspension rights one (1) time in any calendar year.

               (c) In connection with any registration statement on which
               the Grantee has validly requested inclusion, the following
               provisions shall apply:

               (1) The Company shall furnish to the Grantee, prior to the
               filing thereof with the Commission, a copy of any
               registration statement, and each amendment thereof and each
               amendment or supplement, if any, to the prospectus forming a
               part thereof and shall use its reasonable commercial efforts
               to reflect in each such document, when so filed with the
               Commission, such comments as the Grantee and its counsel
               reasonably may propose.

               (2) The Company shall take such action as may be necessary
               so that (i) any registration statement and any amendment
               thereto and any prospectus forming a part thereof and any
               amendment or supplement thereto (and each report or other
               document incorporated therein by reference) complies in all
               material respects with the Securities Act and the Exchange
               Act, (ii) any registration statement and any amendment
               thereto does not, when it becomes effective, contain an
               untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to
               make the statements therein not misleading and (iii) any
               prospectus forming a part of any registration statement, and
               any amendment or supplement to such prospectus, does not
               include an untrue statement of a material fact or omit to
               state a material fact necessary in order to make the
               statements therein, in the light of the circumstances under
               which they were made, not misleading.

               (3) (A) With respect to any registration statement, the
               Company shall promptly, as practicable, advise the Grantee
               and, if requested by the Grantee, confirm such advice in
               writing:

                      (i) when a registration statement and any amendment
                      thereto has been filed with the Commission and when
                      the registration statement or any post-effective
                      amendment thereto has become effective; and

                      (ii) of any request by the Commission for amendments
                      or supplements to the registration statement or the
                      prospectus included therein or for additional
                      information.

                  (B) The Company shall promptly, as practicable, advise
                  the Grantee and, if requested by the Grantee, confirm
                  such advice in writing of:

                      (i) the issuance by the Commission of any stop order
                      suspending effectiveness of such registration
                      statement or the initiation of any proceedings for
                      that purpose;

                      (ii) the receipt by the Company of any notification
                      with respect to the suspension of the qualification
                      of the securities included therein for sale in any
                      jurisdiction or the initiation of any proceeding for
                      such purpose; and

                      (iii) the happening of any event that requires the
                      making of any changes in such registration statement
                      or the prospectus so that, as of such date, the
                      registration statement and the prospectus do not
                      contain an untrue statement of a material fact and do
                      not omit to state a material fact required to be
                      stated therein or necessary to make the statements
                      therein (in the case of the prospectus, in the light
                      of the circumstances under which they were made) not
                      misleading (which advice shall be accompanied by an
                      instruction to suspend the use of the prospectus
                      relating to the Registerable Securities until the
                      requisite changes have been made).

               (4) The Company shall use its reasonable commercial efforts
               to prevent the issuance, and if issued to obtain the
               withdrawal, of any order suspending the effectiveness of the
               registration statement relating to the Registerable
               Securities at the earliest possible time.

               (5) The Company shall furnish to the Grantee with respect to
               the registration statement relating to the Registerable
               Securities, without charge, such number of copies of such
               registration statement and any post-effective amendment
               thereto, including financial statements and schedules, and
               all reports, other documents and exhibits (including those
               incorporated by reference) as the Grantee shall reasonably
               request.

               (6) The Company shall furnish to the Grantee such number of
               copies of any prospectus (including any preliminary
               prospectus and any amended or supplemented prospectus)
               relating to the Registerable Securities, in conformity with
               the requirements of the Securities Act, as the Grantee may
               reasonably request in order to effect the offering and sale
               of the shares of Registerable Securities to be offered and
               sold, but only while the Company shall be required under the
               provisions hereof to cause the registration statement to
               remain current, and the Company consents (except during the
               continuance of any event described in Section 3(b) hereof or
               Section 3(c)(3)(B)(iii) hereof) to the use of the prospectus
               or any amendment or supplement thereto by the Grantee in
               connection with the offering and sale of the Registerable
               Securities covered by the prospectus or any amendment or
               supplement thereto.

               (7) Prior to any offering of Registerable Securities
               pursuant to any registration statement, the Company shall
               use its reasonable commercial efforts to register or qualify
               the shares of Registerable Securities covered by such
               registration statement under the securities or blue sky laws
               of such states as the Grantee shall reasonably request,
               maintain any such registration or qualification current
               until the earlier of the sale of the shares of Registerable
               Securities so registered or ninety (90) days subsequent to
               the effective date of the registration statement, and do any
               and all other acts and things either reasonably necessary or
               advisable to enable the Grantee to consummate the public
               sale or other disposition of the shares of Registerable
               Securities in jurisdictions where the Grantee desires to
               effect such sales or other disposition; provided, however,
               that the Company shall not be required to (A) take any
               action that would subject it to the general jurisdiction of
               the courts of any jurisdiction in which it is not then
               subject, (B) subject itself to taxation in any such
               jurisdiction, (C) file a general consent to service of
               process in any such jurisdiction, (D) provide any
               undertakings that could cause the Company undue expense or
               burden, (E) make any change in its charter or by-laws, which
               in each case the Board of Directors determines to be
               contrary to the best interests of the Company and its
               stockholders or (F) qualify as a foreign corporation in any
               jurisdiction where the Company is not then qualified.

               (8) In connection with any offering of shares of
               Registerable Securities registered pursuant to this
               Agreement, the Company shall (x) furnish the Grantee, at the
               Company's expense, on a timely basis with certificates free
               of any restrictive legends representing ownership of the
               shares of Registerable Securities being sold in such
               denominations and registered in such names as the Grantee
               shall request, and (y) instruct the transfer agent and
               registrar of the Registerable Securities to release any stop
               transfer orders with respect to the shares of Registerable
               Securities.

               (9) Upon the occurrence of any event contemplated by Section
               3(c)(3)(B)(iii) hereof, the Company shall promptly prepare a
               post-effective amendment to any registration statement or an
               amendment or supplement to the related prospectus or file
               any other required document so that, as thereafter delivered
               to purchasers of the Registerable Securities included
               therein, the prospectus will not include an untrue statement
               of a material fact or omit to state any material fact
               necessary to make the statements therein, in the light of
               the circumstances under which they were made, not
               misleading. If the Company notifies the Grantee of the
               occurrence of any event contemplated by Section 3(b) hereof
               or Section 3(c)(3)(B)(iii) hereof, the Grantee shall suspend
               the use of the prospectus, for a period not to exceed ninety
               (90) consecutive calendar days in accordance with Section
               3(b) hereof, until the requisite changes to the prospectus
               have been made.

               (10) The Company shall, if requested, promptly include or
               incorporate in a prospectus supplement or post-effective
               amendment to a registration statement, such information as
               the managing underwriters administering an underwritten
               offering of the Registerable Securities registered
               thereunder reasonably request to be included therein and to
               which the Company does not reasonably object and shall make
               all required filings of such prospectus supplement or
               post-effective amendment as soon as practicable after they
               are notified of the matters to be included or incorporated
               in such prospectus supplement or post-effective amendment.

               (11) If requested, the Company shall enter into an
               underwriting agreement with a nationally recognized
               investment banking firm or firms reasonably acceptable to
               the Company containing representations, warranties,
               indemnities and agreements then customarily included by an
               issuer in underwriting agreements with respect to secondary
               underwritten distributions, and in connection therewith, if
               an underwriting agreement is entered into, cause the same to
               contain indemnification provisions and procedures
               substantially identical to those set forth in Section 5
               hereof (or such other provisions and procedures acceptable
               to the managing underwriters, if any) with respect to all
               parties to be indemnified pursuant to Section 5 hereof.

               (12) In the event of an underwritten public offering, then
               the Company shall (i) make reasonably available for
               inspection by Grantee and its counsel, any underwriter
               participating in any distribution pursuant to such
               registration statement, and any attorney, accountant or
               other agent retained by the Grantee or any such underwriter,
               all relevant financial and other records, pertinent
               corporate documents and properties of the Company and its
               subsidiaries, (ii) cause the Company's officers, directors
               and employees to make reasonably available for inspection
               all relevant information reasonably requested by Grantee or
               any such underwriter, attorney, accountant or agent in
               connection with any such registration statement, in each
               case, as is customary for similar due diligence
               examinations; provided, however, that any such information
               shall be protected by a mutually agreeable confidentiality
               agreement, (iii) obtain opinions of counsel to the Company
               and updates thereof (which counsel and opinions (in form,
               scope and substance) shall be reasonably satisfactory to the
               managing underwriters, if any) addressed to the Grantee and
               the underwriters, if any, covering such matters as are
               customarily covered in opinions requested in underwritten
               offerings and such other matters as may be reasonably
               requested by the Grantee and underwriters (it being agreed
               that the matters to be covered by such opinion or written
               statement by such counsel delivered in connection with such
               opinions shall include in customary form, without
               limitation, as of the date of the opinion and as of the
               effective date of the registration statement or most recent
               post-effective amendment thereto, as the case may be, the
               absence from such registration statement and the prospectus
               included therein, as then amended or supplemented, including
               the documents incorporated by reference therein, of an
               untrue statement of a material fact or the omission to state
               therein a material fact required to be stated therein or
               necessary to make the statements therein (in the case of the
               prospectus, in the light of the circumstances under which
               they were made) not misleading), (iv) use its reasonable
               commercial efforts to obtain "cold comfort" letters and
               updates thereof from the independent public accountants of
               the Company (and, if necessary, any other independent public
               accountants of any subsidiary of the Company or of any
               business acquired or to be acquired by the Company for which
               financial statements and financial data are, or are required
               to be, included in the registration statement), addressed to
               the Grantee and the underwriters, if any, in customary form
               and covering matters of the type customarily covered in
               "cold comfort" letters in connection with primary
               underwritten offerings, and (v) deliver such documents and
               certificates as may be reasonably requested by the Grantee
               and the managing underwriters, if any, and with any
               customary conditions contained in the underwriting agreement
               or other agreement entered into by the Company.

               (13) The Company will use its reasonable commercial efforts
               to cause the Registerable Securities to be admitted for
               quotation on the Nasdaq National Market or other stock
               exchange or trading system on which the Common Stock
               primarily trades on or prior to the effective date of any
               registration statement hereunder.

               (14) With a view to making available the benefits of certain
               rules and regulations of the Commission which may at any
               time permit the sale of the Registerable Securities to the
               public without registration, the Company agrees to:

                  (A) Make and keep public information available, as those
                  terms are understood and defined in and interpreted under
                  Rule 144 (or any successor provision) of the Securities
                  Act, at all times; and

                  (B) During the term of this Agreement, to furnish to the
                  Grantee upon request (i) a copy of the most recent annual
                  or quarterly report of the Company, and (ii) such other
                  reports and documents of the Company as the Grantee may
                  reasonably request in availing itself of any rule or
                  regulation of the Commission allowing the Grantee to sell
                  Registerable Securities without registration.

        4.     Expenses.

               The Company shall pay all fees and expenses incurred in
        connection with the performance of its obligations under Section 1
        hereof and Section 2 hereof, including, without limitation, all
        Commission and blue sky registration and filing fees, printing
        expenses, transfer agents' and registrars' fees, and the reasonable
        fees and disbursements of the Company's outside counsel and
        independent accountants incurred in connection with the
        preparation, filing and amendment of any registration statement
        authorized by this Agreement (but excluding underwriters' and
        brokers' discounts and commissions and fees of the Grantee and
        underwriter's counsel and related costs).

        5.     Indemnification and Contribution

               (a) Indemnification by the Company. In the case of any
               offering registered pursuant to this Agreement, the Company
               agrees to indemnify and hold the Grantee, its directors,
               officers, employees, representatives and agents, each
               underwriter (if any) of shares of Registerable Securities
               under such registration statement and each person who
               controls any of the foregoing within the meaning of Section
               15 of the Securities Act harmless against any and all
               losses, claims, damages, liabilities or amounts paid in
               settlement as permitted by this Agreement to which they or
               any of them may become subject under the Securities Act or
               any other statute or common law or otherwise, and to
               reimburse them, from time to time upon request, for any
               legal or other expenses incurred by them in connection with
               investigating any claims and defending any actions, insofar
               as any such losses, claims, damages, liabilities or actions
               shall arise out of or shall be based upon (i) any untrue
               statement or alleged untrue statement of a material fact
               contained in the registration statement (or any amendment
               thereto) relating to the sale of such shares of Registerable
               Securities, including all documents incorporated therein by
               reference, or the omission or alleged omission to state
               therein a material fact required to be stated therein or
               necessary to make the statements therein not misleading, or
               (ii) any untrue statement or alleged untrue statement of a
               material fact contained in any preliminary prospectus (as
               amended or supplemented if the Company shall have filed with
               the Commission any amendment thereof or supplement thereto),
               if used prior to the effective date of such registration
               statement or contained in the prospectus (as amended or
               supplemented if the Company shall have filed with the
               Commission any amendment thereof or supplement thereto), if
               used within the period during which the Company shall be
               required to keep the registration statement to which such
               prospectus relates current pursuant to the terms of this
               Agreement, or the omission or alleged omission to state
               therein a material fact necessary in order to make the
               statements therein, in the light of the circumstances under
               which they were made, not misleading; provided, however,
               that the indemnification agreement contained in this Section
               5(a) shall not apply to such losses, claims, damages,
               liabilities or actions which shall arise from the sale of
               shares of Registerable Securities to any person if such
               losses, claims, damages, liabilities or actions shall arise
               out of or shall be based upon any such untrue statement or
               alleged untrue statement, or any such omission or alleged
               omission, if such statement or omission shall have been (x)
               made in reliance upon and in conformity with information
               furnished in writing to the Company by or on behalf of the
               Grantee or any such underwriter expressly for use in
               connection with the preparation of the registration
               statement or any such amendment thereof or any preliminary
               prospectus or prospectus contained in such registration
               statement or any such amendment thereof or supplement
               thereto, or (y) made in any preliminary prospectus, and the
               prospectus contained in the registration statement as
               declared effective or in the form filed by the Company with
               the Commission pursuant to Rule 424 of the Securities Act
               shall have corrected such statement or omission and a copy
               of such prospectus shall have been sent or given to such
               person at or prior to the confirmation of such sale to him.

               (b) Indemnification by the Grantee. In the case of each
               offering registered pursuant to this Agreement, the Grantee
               agrees, in the same manner and to the same extent as set
               forth in Section 5(a) hereof to indemnify and hold harmless
               the Company, its directors, officers, employees,
               representatives and agents, each underwriter (if any) of
               shares of Registerable Securities under such registration
               statement and each person who controls any of the foregoing
               within the meaning of Section 15 of the Securities Act with
               respect to any statement in or omission from such
               registration statement or any preliminary prospectus (as
               amended or as supplemented, if amended or supplemented as
               aforesaid) or prospectus contained in such registration
               statement (as amended or as supplemented, if amended or
               supplemented as aforesaid), if such statement or omission
               shall have been made in reliance upon and in conformity with
               information furnished in writing to the Company by or on
               behalf of the Grantee expressly for use in connection with
               the preparation of the registration statement or any such
               amendment thereof or any preliminary prospectus or
               prospectus contained in such registration statement or any
               such amendment thereof or supplement thereto.

               (c) Notice of Claims. Each party indemnified under Section
               4(a) hereof or Section 5(b) hereof shall, promptly after
               receipt of notice of the commencement of any action, suit,
               claim, proceeding or investigation (collectively, a "CLAIM")
               against such indemnified party in respect of which indemnity
               may be sought, notify the indemnifying party in writing of
               the commencement thereof, enclosing a copy of all papers
               served on such indemnified party. The failure of any
               indemnified party so to notify promptly an indemnifying
               party of any such Claim shall not relieve the indemnifying
               party from any liability in respect of such action which it
               may have to such indemnified party on account of the
               indemnity agreement contained in Section 5(a) hereof or
               Section 5(b) hereof, unless the indemnifying party was
               prejudiced by such failure, and in no event shall relieve
               the indemnifying party from any other liability which it may
               have to such indemnified party. In case any such Claim shall
               be brought against any indemnified party and it shall notify
               promptly an indemnifying party of the commencement thereof,
               the indemnifying party shall be entitled to participate
               therein and, to the extent that it may wish, jointly with
               any other indemnifying party similarly notified, to assume
               the defense thereof, with counsel reasonably satisfactory to
               such indemnified party; provided that if any indemnified
               party or parties reasonably determine(s) after consultation
               with, and based on the advice of, outside, qualified legal
               counsel that there may be legal defenses available to such
               indemnified party that are different from or in addition to
               those available to such indemnifying party or that
               representation of such indemnifying party and any
               indemnified party by the same counsel would present a
               conflict of interest under applicable rules of attorney
               professional conduct, then such indemnifying party shall not
               be entitled to assume such defense. If an indemnifying party
               assumes the defense of an action in accordance with and as
               permitted by the provisions of this paragraph, such
               indemnifying party shall not be liable to such indemnified
               party under Section 5(a) hereof or Section 5(b) hereof for
               any legal or other expenses subsequently incurred by such
               indemnified party in connection with the defense thereof
               other than reasonable costs of investigation. In no event
               shall the indemnifying party be liable for the fees and
               expenses of more than one counsel (in addition to local
               counsel) separate from its own counsel for all indemnified
               parties in connection with any one action or separate but
               similar or related actions in the same jurisdiction arising
               out of the same general allegations or circumstances.

               (d)In order to provide for just and equitable contribution
               in circumstances in which the indemnity provided for in this
               Section 5 is for any reason held to be unavailable to the
               indemnified parties although applicable in accordance with
               its terms, the Company and Grantee shall contribute to the
               aggregate losses, liabilities, claims, damages and expenses
               of the nature contemplated by said indemnity incurred by the
               Company and the Grantee as incurred; provided that no person
               guilty of fraudulent misrepresentation (within the meaning
               of Section 11(f) of the Securities Act) shall be entitled to
               contribution from any person that was not guilty of such
               fraudulent misrepresentation. As between the Company, on the
               one hand, and the Grantee, on the other hand, such parties
               shall contribute to such aggregate losses, liabilities,
               claims, damages and expenses of the nature contemplated by
               such indemnity agreement in such proportion as shall be
               appropriate to reflect the relative fault of the Company, on
               the one hand, and the Grantee, on the other hand, with
               respect to the statements or omissions which resulted in
               such loss, liability, claim, damage or expense, or action in
               respect thereof, as well as any other relevant equitable
               considerations. The relative fault of the Company, on the
               one hand, and of the Grantee, on the other hand, shall be
               determined by reference to, among other things, whether the
               untrue or alleged untrue statement of a material fact or the
               omission or alleged omission to state a material fact
               relates to information supplied by the Company, on the one
               hand, or by on behalf of the Grantee, on the other hand, and
               the parties' relative intent, knowledge, access to
               information and opportunity to correct or prevent such
               statement or omission. The Company and the Grantee agree
               that it would not be just and equitable if contribution
               pursuant to this Section 5 were to be determined by pro rata
               allocation or by any other method of allocation that does
               not take into account the relevant equitable considerations.
               For purposes of this Section 5(d), each person who controls
               the Company or the Grantee within the meaning of Section 15
               of the Securities Act shall have the same rights to
               contribution as the Grantee or the Company, as the case may
               be. No party shall be liable for contribution with respect
               to any action, suit, proceeding or claim settled without its
               written consent.

               (e)The Company may require, as a condition to entering into
               any underwriting agreement with respect to the registration
               of Registerable Securities, that the Company shall have
               received an undertaking reasonably satisfactory to it from
               each underwriter named in any such underwriting agreement,
               severally and not jointly, to comply with the provisions of
               paragraphs (a) through (d) of this Section 5.

               (f)The obligations of the Company and the Grantee under this
               Section 5 shall survive (1) during the pending of any
               investigation with respect to a Claim and (2) the completion
               of any offering of Registerable Securities in a registration
               statement.

        6. Notices. All consents, notices, documents, certificates,
        information and legal process to be delivered to or served upon any
        party to this Agreement shall be in writing and (a) delivered
        personally, (b) sent by facsimile transmission, (c) sent by
        registered or certified mail, postage prepaid, or (d) sent by
        recognized overnight courier to the applicable party hereto at the
        address stated below or in accordance with the last unrevoked
        written direction from such party to the other party(ies) hereto.
        Unless otherwise provided herein, all notices shall be deemed to
        have been given on (i) the date of receipt (or if delivery refused,
        the date of such refusal) if delivered personally or by recognized
        overnight courier, (ii) three (3) days after the date of posting if
        sent by registered or certified mail, postage prepaid and (iii) if
        transmitted by facsimile, the date that confirmation of
        transmission is received by the sending party.

        (A) if to the Company, to it at:

              CoreComm Limited
              110 East 59th Street
              New York, New York 10022
              Attention: General Counsel
              Facsimile: (212) 906-8497

        (B) if to the Grantee, to it at:

              Morgan Stanley Senior Funding Inc.
              1585 Broadway
              New York, New York 10024
              Attention: James Morgan, Vice President
              Facsimile: (212) 537-1867

        All such notices and communications shall be effective when
        received by the addressee.

        7. Governing Law. This Agreement shall be governed in all respects
        by the internal laws of the State of Delaware as applied to
        contracts entered into solely between residents of, and to be
        performed entirely within, such state, and without reference to
        principles of conflicts of laws or choice of laws.

        8. Entire Agreement. This Agreement constitutes the full and entire
        understanding and agreement between the parties with regard to the
        subject matter hereof and supersedes all prior agreements and
        understandings among the parties relating to the subject matter
        hereof.

        9. Amendments and Waivers. The provisions of this Agreement may not
        be amended, modified or supplemented, and waivers or consents to
        departures from the provisions hereof may not be given, unless the
        Company has obtained the written consent of the holders that
        Beneficially Own, in the aggregate, 50% or more of the Common Stock
        Registerable Shares.

        10. Successors and Assigns. This Agreement shall be binding upon
        and shall inure to the benefit of the parties hereto and their
        respective successors and assigns, subject to the assignment
        provisions contained in Section 13 hereof.

        11. Severability. If any term, provision, covenant or restriction
        of this Agreement is held by a court of competent jurisdiction to
        be invalid, void or unenforceable, the remainder of the terms,
        provisions, covenants and restrictions of this Agreement shall
        remain in full force and effect and shall in no way be affected,
        impaired or invalidated.

        12. Termination of Company Obligation. All registration rights and
        obligations of the Company associated therewith provided in this
        Agreement shall terminate upon the earlier of (A) the sale of all
        the Registerable Securities under an effective registration
        statement and (B) the date of delivery to the Grantee of a written
        opinion of counsel to the Company (which may be the Company's
        in-house counsel), reasonably acceptable to the Grantee, that
        Grantee is able to sell all of its Registerable Securities without
        registration under the Securities Act or any successor provision
        thereto during any single three-month period under Rule 144 of the
        Securities Act.

        13. Assignment. The Grantee's right to have the Company register
        Registerable Securities pursuant to this Agreement shall be
        automatically assigned by the Grantee to any transferee or assignee
        (other than the transferee or assignee of such shares in a
        registered transaction) of all or any portion of the Warrant or the
        underlying Registerable Securities if: (a) the Grantee is permitted
        at such time under the terms of the Warrant to sell, transfer,
        assign, pledge, hypothecate, encumber, convey in trust, gift or
        otherwise dispose of all or any portion of the Warrant or the
        underlying Registerable Securities proposed to be transferred or
        assigned, (b) the Grantee agrees in writing with the transferee or
        assignee to assign such rights, and a complete, executed copy of
        such agreement is furnished promptly to the Company after such
        assignment, (c) the Company is, prior to such transfer or
        assignment, furnished with written notice of (i) the name and
        address of such transferee or assignee and (ii) the number and type
        of Company securities with respect to which such registration
        rights are being assigned, (d) following such transfer or
        assignment, the further disposition of such securities of the
        Company by the transferee or assignee is restricted under the
        Securities Act and applicable State securities laws, (e) at or
        before the time the Company receives the written notice
        contemplated by subsection (c) above, the transferee or assignee
        agrees in writing for the benefit of the Company to be bound by all
        of the provisions contained herein (including any subsequent
        Grantee becoming bound to the provisions contained in Section 5
        hereof and this Section 13), (f) such transfer or assignment shall
        have complied with all applicable terms and conditions of the
        Warrant, (g) such transfer or assignment shall have complied with
        all applicable Federal and State securities laws and (h) such
        transferee or assignee shall be an "accredited investor" as that
        term is defined in Rule 501(a) of Regulation D promulgated under
        the Securities Act. Following any permitted assignment of rights
        under this Section 13, the term "Grantee" as used in this Agreement
        will be deemed to include such permitted transferees or assignees.

        14. Definitions. As used herein, the following terms shall have the
        following respective meanings:

                     "BENEFICIAL OWNERSHIP" shall have the meaning set
        forth in Rule 13d-3 under the Exchange Act.

                     "BOARD OF DIRECTORS" means the board of directors of
        the Company.

                     "COMMISSION" means the Securities and Exchange
        Commission or any other federal agency at the time administering the
        Securities Act.

                     "COMMON STOCK" means the common stock, par value $0.01
        per share, of the Company or any other equity securities of the
        Company into which such securities are converted, reclassified,
        reconstituted or exchanged.

                     "EXCHANGE ACT" means the Securities Exchange Act of
        1934, as amended, or any successor federal statute, and the rules
        and regulations of the Commission promulgated thereunder, all as the
        same shall be in effect at the relevant time.

                     "PERSON" means any individual, firm, corporation,
        limited liability company, partnership, trust, incorporated or
        unincorporated association, joint venture, joint stock company,
        government (or an agency or political subdivision thereof) or other
        entity of any kind, and shall include any successor (by merger or
        otherwise) of any such entity.

                     "SECURITIES ACT" means the Securities Act of 1933, as
        amended, or any successor federal statute, and the rules and
        regulations of the Commission promulgated thereunder, all as the
        same shall be in effect at the relevant time.

                     "UNDERWRITTEN OFFERING" shall mean a sale of
        securities of the Company to an underwriter or underwriters for
        re-offering to the public, which shall include a road show and other
        customary selling efforts.

        15. No Third Party Beneficiary Rights. This Agreement is made
        solely and specifically between and for the benefit of the Company
        and the Grantee, except with respect to covered indemnitees under
        Section 5 hereof and permitted transferees and assignees under
        Section 13 hereof.

        16. Conflicting Instructions. If the Company receives conflicting
        instructions, notices or elections from two (2) or more Persons
        with respect to the same Registerable Securities, the Company may
        act upon the basis of the instruction, notice or election received
        from the registered owner of such Registerable Securities without
        liability to any other holder, equitable, beneficial or otherwise,
        of such Registerable Securities.

        17. Joinder. A Person may become joined to this Agreement in
        accordance with and compliance with the provisions of Section 13
        hereof.

        18. Representations and Warranties

               (a) The Warrant has been duly authorized and executed by the
               Company and when delivered to and paid for by the Grantee in
               accordance with the terms of the Warrant (i) is a valid and
               binding obligation of the Company enforceable in accordance
               with its terms, except as (A) the enforceability thereof may
               be limited by bankruptcy, insolvency, reorganization,
               moratorium or similar laws now or hereinafter in effect
               relating to creditors' rights generally and (B) rights of
               acceleration, if applicable, and the availability of
               equitable remedies may be limited by equitable principles of
               general applicability (whether considered in a proceeding at
               law or in equity) and (ii) will entitle the Grantee to the
               benefits set forth in the Warrant.

               (b) The Registerable Securities have been duly authorized
               and reserved for issuance upon the exercise of the Warrant
               and, when issued and delivered upon exercise of the Warrant
               in consideration of the payment of the exercise price to the
               Company in respect of such exercise in accordance with the
               terms of the Warrant, will be validly issued, fully paid and
               non-assessable and will not upon initial issuance be subject
               to any preemptive or similar rights or taxes, liens, charges
               and security interests, except that the Company does not
               make any representation as to taxes, liens, charges and
               security interests evolving out of any activities of the
               Grantee.

               (c) This Agreement has been duly authorized and, when
               executed and delivered by the Company and each other party
               thereto, will be valid and binding upon the Company,
               enforceable in accordance with its terms except (i) as the
               enforceability thereof may be limited by bankruptcy,
               insolvency, reorganization, moratorium or similar laws now
               or hereinafter in effect relating to creditors' rights
               generally, (ii) the availability of equitable remedies may
               be limited by equitable principles of general applicability
               (whether considered in a proceeding at law or in equity),
               and (iii) rights to indemnification and contribution may be
               limited by applicable laws or the public policies underlying
               such laws.

               (d) The execution and delivery by the Company of, and the
               performance by the Company of its obligations under, this
               Agreement and the Warrant, the issuance, sale and delivery
               of the Warrant in the manner contemplated by the Warrant and
               this Agreement and the initial issuance of the Registerable
               Securities upon exercise of the Warrant in the manner
               contemplated by the Warrant will not contravene any
               applicable provision of the Delaware General Corporation Law
               or the certificate of incorporation or by-laws of the
               Company or any material agreement or other material
               instrument binding upon the Company or any of its
               "significant subsidiaries" (as such term is defined in Rule
               1-02(w) of the Exchange Act) or any judgment, order or
               decree of any governmental body, agency or court having
               jurisdiction over the Company or any of its significant
               subsidiaries, except for any contravention as would not have
               a material adverse effect on the business, operations,
               results of operations, assets, properties and condition
               (financial or otherwise) of the Company and its significant
               subsidiaries, taken as a whole; and no consent, approval,
               authorization or order of, or qualification with, any
               governmental body or agency is required for the performance
               by the Company of its obligations under the Warrant or this
               Agreement, except (i) such as may be required by federal and
               state securities laws in connection with the offer and sale
               of the Warrant and the Registerable Securities upon exercise
               of the Warrant, (ii) such as may be required under federal
               and state securities laws in connection with the performance
               by the Company of its obligations under the Warrant or this
               Agreement or (iii) such as may be required to list or quote
               the Registerable Securities in accordance with Section
               3(c)(13) hereof.

               (e) The Company is not an "investment company" or an entity
               "controlled" by an "investment company", as such terms are
               defined in the Investment Company Act of 1940, as amended.

                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                  SIGNATURE PAGE - REGISTRATION RIGHTS AGREEMENT


       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly authorized and executed by their respective authorized officers
effective as of the date first set forth above.

                                    CORECOMM LIMITED


                                    By: /s/ Richard J. Lubasch
                                       -------------------------------------
                                        Name:  Richard J. Lubasch
                                        Title: Senior Vice President


                                    MORGAN STANLEY SENIOR FUNDING INC.


                                    By: /s/ Simon D. Rankin
                                       -------------------------------------
                                       Name:  Simon D. Rankin
                                       Title: Vice President