Exhibit 4.9


                         REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (this "Agreement" is entered into
as of this 28th day of September, 2000, between CoreComm Limited, a Bermuda
corporation (the "Company"), and Booth American Company, a Michigan
corporation (the "Purchaser").

         WHEREAS, the Purchaser intends to purchase (a) 50,000 shares of 8.5%
Senior Convertible Preferred Stock, par value, $.01 per share (the "8.5%
Preferred Stock") of the Company, pursuant to the terms and conditions of a
Stock Purchase Agreement dated as of August 4, 2000 (the "Purchase
Agreement");

         WHEREAS, each share of 8.5% Preferred Stock is convertible into
shares of the Company's Common Stock, par value $.01 (the "Common Stock");

         WHEREAS, the Purchaser may receive as dividends on the 8.5% Preferred
Stock additional shares of preferred stock of a different series (together
with the 8.5% Preferred Stock, the "Preferred Stock") which is convertible
into Common Stock at a conversion price to be established upon issuance; and

         WHEREAS, as a condition to Purchaser's obligation to close the
transactions contemplated under the Purchase Agreement, Company must enter
into this Agreement with the Purchaser;

         NOW, THEREFORE, in consideration of the foregoing, the parties to
this Agreement hereby agree as follows:

         1. (a) Shelf Registration. Beginning on the date that is the
         twelve-month anniversary of this Agreement, the Purchaser shall be
         entitled to request the Company one (1) time in writing to cause to
         be filed with the Securities and Exchange Commission a Registration
         Statement registering under Rule 415 under the Securities Act of
         1933, as amended, (the "Securities Act") the sale or resale of all of
         the shares of Preferred Stock and all of the Shares of Common Stock
         issuable upon conversion (the Preferred Stock and such Common Stock
         collectively the "Subject Stock")(such registration the "Shelf
         Registration"). The Company shall use its best efforts to cause such
         Shelf Registration to be declared effective under the Securities Act
         as soon as practicable following the filing thereof, and shall use
         its best efforts to cause such Shelf Registration to remain
         continuously effective under the Securities Act for a period of five
         (5) years from the date it is declared effective (or such shorter
         period that will terminate when all of the Subject Stock covered by
         the Shelf Registration has been sold), subject to increase pursuant
         to Section 2(b). Subject to the provisions of Section 2(b), the
         Company agrees, if necessary, to supplement or make amendments to the
         Shelf Registration, if required by the registration form used by the
         Company for the Shelf Registration or by the instructions applicable
         to such registration form or by the Securities Act or the rules or
         regulations thereunder.

                  (b) Demand Registration. In the event that the Shelf
         Registration cannot be declared effective or, if it is declared
         effective and is not maintained as effective for the period required
         by Section 1(a), (i) beginning on the date that is the twelve-month
         anniversary of the date of this Agreement, the Purchaser shall be
         entitled to request the Company up to two (2) times in writing to
         register for resale under the Securities Act any or all of the shares
         of the Subject Stock and (ii) beginning on the date that is the
         four-year anniversary of the date of this Agreement, the Purchaser
         shall be entitled to request the Company up to one (1) additional
         time in writing to register the resale under the Securities Act of
         any or all of the shares of the Subject Stock. In the event that the
         Shelf Registration can be declared effective, the Purchaser shall
         only be entitled to one (1) such request beginning after the period
         during which the Shelf Registration must be kept effective. The
         Company shall use its best efforts to cause the shares of Subject
         Stock specified in such request to be registered as soon as
         reasonably practicable so as to permit the sale thereof, and in
         connection therewith shall prepare and file a Form S-3 registration
         statement or such other form as is then available (or any successor
         form of registration statement to such Form S-3 or other available
         registration statement) with the Securities and Exchange Commission
         (the "SEC") under the Securities Act to effect such registration;
         provided, however, that each such request shall (i) specify the
         number of shares of Subject Stock intended to be offered and sold,
         (ii) express the present intention of the Purchaser to offer or cause
         the offering of such shares of Subject Stock for distribution, (iii)
         describe the nature or method of the proposed offer and sale thereof,
         (iv) contain the undertaking of the Purchaser to provide all such
         information and materials and take all such action as may be required
         in order to permit the Company to comply with all applicable
         requirements of the SEC and to obtain any desired acceleration of the
         effective date of such registration statement and (v) if the request
         is to register 1,500,000 shares of Subject Stock or more, contain the
         undertaking of the Purchaser to sell such securities, if possible,
         through an underwritten public offering with a nationally recognized
         investment bank(s) acceptable to the Company.

                  (c)  Incidental or "Piggy Back" Registration Rights.

                  (1) Notice of Registration. In the event that the Shelf
         Registration cannot be declared effective, at any time beginning on
         the date that is the twelve-month anniversary of the date of this
         Agreement and thereafter from time to time, if the Company 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 adopted in the ordinary course of business 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 Company's
         Common Stock other than the Purchaser (a "Third Party Demand
         Registration"), the Company will promptly give to the Purchaser
         written notice thereof, and include in such registration (subject to
         Section 1(c)(2)) all the Subject Stock specified in a written request
         made by any one or more of the Stockholders within ten days after
         such Stockholder's receipt of such written notice from the Company
         ("Incidental Registration"). The right of the Stockholder to have
         Subject Stock included in a registration pursuant to this Section
         1(c)(1) shall be conditioned upon such Stockholder entering into
         (together with the Company and/or the other holders, if any,
         distributing their 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") .

                  (2) Cutback. If the lead managing underwriter of an offering
         covered by Section 1(c)(1) shall advise the Company in writing on or
         before the date five days prior to the date then scheduled for such
         offering that, in its opinion, the amount of Common Stock (including
         Subject Stock) requested to be included in such registration exceeds
         the amount which can be sold in such offering without adversely
         affecting the distribution of the Common Stock being offered, then
         the Company will include in such registration:

                           (i) subject to the registration rights agreements
                  between the Company and each of ATX Telecommunications
                  Services, Inc., a Delaware corporation, and Voyager.net,
                  Inc., a Delaware corporation (together, the "ATX-Voyager
                  Agreements"), in the case of a Company Registration, first,
                  any shares proposed to be offered by the Company; second,
                  Subject Stock requested to be registered by the Purchaser
                  and any other shares requested by other preferred
                  stockholders of the Company to be included in such
                  registration, allocated, if necessary, pro rata among the
                  Purchaser and such other preferred stockholders requesting
                  such registration on the basis of the number of shares
                  requested by each to be included in such registration; and
                  third, any other shares requested by other stockholders of
                  the Company to be included in such registration; and

                           (ii) subject to the ATX-Voyager Agreements, 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, and third, Subject Stock requested to be
                  registered by the Purchaser and any other shares requested
                  by other preferred stockholders of the Company, excluding
                  the Initiating Third Party Holders, to be included in such
                  registration, allocated, if necessary, pro rata among the
                  Purchaser and such other preferred stockholders requesting
                  such registration on the basis of the number of shares
                  requested by each to be included in such; and fourth, any
                  other shares requested by other stockholders of the Company
                  to be included in such registration;

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

2.       Obligations of the Company.

                  (a) Whenever the Company is required by the provisions of
         this Agreement to use its best efforts to effect the registration of
         any Subject Stock under the Securities Act, the Company shall (i)
         prepare and, as soon as reasonably possible, file with the SEC a
         registration statement with respect to the shares of Subject Stock,
         and shall use its best efforts to cause such registration statement
         to become effective and to remain effective until the earlier of the
         sale of the shares of Subject Stock so registered or such time as
         Purchaser may sell all of the shares of Subject Stock pursuant to
         Rule 144 within a three-month period (other than in the case of the
         Shelf Registration, which shall be kept effective in accordance with
         Section 1(a) herein), (ii) prepare and file with the SEC such
         amendments and supplements to such registration statement and the
         prospectus used in connection therewith 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 until the earlier
         of the sale of the shares of Subject Stock so registered or such time
         as Purchaser may sell all of the shares of Subject Stock pursuant to
         Rule 144 within a three-month period (other than in the case of the
         Shelf Registration, which shall be kept effective in accordance with
         Section 1(a) herein), and (iii) take all such other action either
         necessary or desirable to permit the shares of Subject Stock held by
         the Purchaser to be registered and disposed of in accordance with the
         method of disposition described herein.

                  (b) Notwithstanding the foregoing, if the Company shall
         furnish to the purchaser a certificate signed by its Chairman, Chief
         Executive Officer or Chief Financial Officer stating that (i) filing
         a registration statement or maintaining effectiveness of a current
         registration statement would 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 shareholders, or (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, the Company shall be entitled
         to postpone filing or suspend the use by the Purchaser of the
         registration statement for a reasonable period of time, but not in
         excess of 60 consecutive calendar days. The Company shall be entitled
         to exercise such suspension rights one time in any calendar year.
         Upon each suspension under this Section 2(b), the period during which
         the Company is required under Section 1(a) to maintain the
         effectiveness of the Shelf Registration will increase by the same
         number of days as such suspension.

                  (c) In connection with any registration statement, the
         following provisions shall apply:

                  (1) The Company shall furnish to the Purchaser, prior to the
         filing thereof with the SEC, a copy of any registration statement,
         and each amendment thereof and each amendment or supplement, if any,
         to the prospectus included therein and shall use its reasonable
         efforts to reflect in each such document, when so filed with the SEC,
         such comments as the Purchaser 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 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 Securities Exchange Act of 1934, as amended (the "Exchange
         Act") and the respective rules and regulations thereunder, (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 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) The Company shall advise the Purchaser and, if
         requested by the Purchaser, confirm such advice in writing:

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

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

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

                           (i) the issuance by the SEC of any stop order
                  suspending effectiveness of the 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 the 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 Subject Stock until the requisite changes have been
                  made).

                  (4) The Company shall use its best 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 Subject Stock at the earliest possible time.

                  (5) The Company shall furnish to the Purchaser with respect
         to the registration statement relating to the Subject Stock, 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 Purchaser shall reasonably
         request.

                  (6) The Company shall furnish to the Purchaser such number
         of copies of any prospectus (including any preliminary prospectus and
         any amended or supplemented prospectus) relating to the Subject
         Stock, in conformity with the requirements of the Securities Act, as
         the Purchaser may reasonably request in order to effect the offering
         and sale of the shares of Subject Stock 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 Sections 2(b) or 2(c)(3)(B)(iii) to the use of the
         Prospectus or any amendment or supplement thereto by the Purchaser in
         connection with the offering and sale of the Subject Stock covered by
         the Prospectus or any amendment or supplement thereto.

                  (7) Prior to any offering of Subject Stock pursuant to any
         registration statement, the Company shall use its reasonable best
         efforts to register or qualify the shares of Subject Stock covered by
         such registration statement under the securities or blue sky laws of
         such states as the Purchaser shall reasonably request, maintain any
         such registration or qualification current until the earlier of the
         sale of the shares of Subject Stock so registered or 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 Purchaser to consummate the public sale or
         other disposition of the shares of Subject Stock in jurisdictions
         where the Purchaser desires to effect such sales or other
         disposition; provided, however, that the Company shall not be
         required to take any action that would subject it to the general
         jurisdiction of the courts of any jurisdiction in which it is not to
         subject or to qualify as a foreign corporation in any jurisdiction
         where the Company is not so qualified.

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

                  (9) Upon the occurrence of any event contemplated by
         paragraph 2(c)(3)(B)(iii) above, 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 Subject Stock 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 Purchaser of the
         occurrence of any event contemplated by Sections 2(b) or
         2(c)(3)(B)(iii) above, the Purchaser shall suspend the use of the
         prospectus, for a period not to exceed sixty (60) calendar days in
         accordance with Section 2(b), 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 Subject
         Stock 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 statement 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 national 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 4 (or such
         other provisions and procedures acceptable to the managing
         underwriters, if any) with respect to all parties to be indemnified
         pursuant to Section 4.

                  (12) In the event the Purchaser proposes to conduct an
         underwritten public offering, then the Company shall (i) make
         reasonably available for inspection by Purchaser and its counsel, any
         underwriter participating in any distribution pursuant to such
         registration statement, and any attorney, accountant or other agent
         retained by the Purchaser 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 Purchaser 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
         Purchaser 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
         Purchaser 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 not misleading,
         (iv) use its best 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 Purchaser 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 Purchaser 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 best efforts to cause the
         Subject Stock 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.

                  (d) With a view to making available the benefits of certain
         rules and regulations of the SEC which may at any time permit the
         sale of the Subject Stock to the public without registration, the
         Company agrees to:

                  (1) 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;

                  (2) During the term of this Agreement, to furnish to the
         Purchaser 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 Purchaser may reasonably request in
         availing itself of any rule or regulation of the SEC allowing the
         Purchaser to sell any such securities without registration.

         3. Expenses. The Company shall pay all fees and expenses incurred in
         connection with the performance of its obligations under Sections 1
         and 2 hereof, including, without limitation, all SEC 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
         Purchaser and underwriter's counsel and related costs).

         4.       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 Purchaser, each underwriter (if any) of shares
         of Subject Stock under such registration statements 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 Subject
         Stock, 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 SEC 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 SEC 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 (if
         so used) 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 4(a) shall not apply to such
         losses, claims, damages, liabilities or actions which shall arise
         from the sale of shares of Subject Stock 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
         the Purchaser or any such underwriter specifically for use in
         connection with the preparation of the registration statement or any
         such amendment thereof of 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 SEC pursuant to Rule 424 under 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 Purchaser. In the case of each
         offering registered pursuant to this Agreement, the Purchaser agrees,
         in the same manner and to the same extent as set forth in Section
         4(a) of this Agreement to indemnify and hold harmless the Company and
         each person, if any, who controls the Company within the meaning of
         Section 15 of the Securities Act, its directors and those officers of
         the Company who shall have signed any such registration statement
         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 document (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
         the Purchaser specifically for use in connection with the preparation
         of such registration statement or any preliminary prospectus or
         prospectus contained in such registration statement or any such
         amendment thereof of supplement thereto.

                  (c) Notice of Claims. Each party indemnified under Section
         4(a) or Section 4(b) of this Agreement shall, promptly after receipt
         of notice of the commencement of any action 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 omission
         of any indemnified party so to notify an indemnifying party of any
         such action 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 4(a) or Section 4(b) of this Agreement, unless the
         indemnifying party was prejudiced by such omission, 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 action shall
         be brought against any indemnified party and it shall notify 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 satisfactory to
         such indemnified party; provided that if any indemnified party or
         parties reasonably determine 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, 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 4(a) or Section 4(b) of this Agreement 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 of 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
         4 is for any reason held to be unavailable to the indemnified parties
         although applicable in accordance with its terms, the Company and
         Purchaser shall contribute to the aggregate losses, liabilities,
         claims, damages and expenses of the nature contemplated by said
         indemnity incurred by the Company and the Purchaser 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 Purchaser, 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 Purchaser, 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 Purchaser,
         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 Purchaser, 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
         Purchaser agree that it would not be just and equitable if
         contribution pursuant to this Section 4 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 4(d), each person who controls the Company or the
 !       Purchaser within the meaning of Section 15 of the Securities Act
         shall have the same rights to contribution as the Purchaser 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
         Subject Stock, 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 4.

                  (f) The obligations of the Company and the Purchaser under
         this Section 4 shall survive the completion of any offering of
         Subject Stock in a registration statement.

         5. Notices. Any notice or other communication given under this
         Agreement shall be sufficient if in writing and sent by registered or
         certified mail, return receipt requested, postage prepaid, to a party
         at its address set forth below (or at such other address as shall be
         designated for such purpose by such party in a written notice t the
         other party hereto):

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

                           CoreComm Limited
                           110 East 59th Street
                           New York, New York 10022

                           Attention:  General Counsel

                  (b)      if to the Purchaser, to it at:

                           Booth American Company
                           333 West Fort Street
                           Detroit, Michigan  48226

                           Attention:  Mr. Ralph H. Booth II

                           with an additional copy to:

                           Kendall C. Crook, Esq.
                           Bose McKinney & Evans LLP
                           135 North Pennsylvania Street, Suite 2700
                           Indianapolis, Indiana  46204

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

         6. 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.

         7. Entire Agreement; Amendments. 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. Neither this Agreement nor any term hereof may
         be amended, waived, discharged or terminated other than by a written
         instrument signed by the party against whom enforcement of any such
         amendment, waiver, discharge or termination is sought.

         8. 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.

         9. 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.

         10. Termination of Company Obligation. All registration rights
         provided hereunder shall terminate upon such time as, in the written
         opinion of counsel to the Company (which may be the Company's
         in-house counsel), reasonably acceptable to the Purchaser, the
         Purchaser is able to sell all of its Preferred Stock (or any Common
         Stock into which such Preferred Stock is converted) without
 !       registration under the Securities Act or any successor provision
         thereto during any single three-month period.

         11. No Transfer or Assignment or Registration Rights. The
         registration rights set forth in this Agreement shall not be
         transferable or assignable by the Purchaser, except to (i) any person
         or group approved in writing by the Company, (ii) a corporation of
         which the Purchaser owns not less than 50% of the voting power
         entitled to be cast in the election of directors, (iii) a nationally
         recognized investment banking firm in connection with a hedging or
         other derivative transactions in Subject Stock, (iv) a person or
         entity that, directly or indirectly through one or more
         intermediaries, controls, is controlled by or is under common control
         with the Purchaser, or (v) a member of the immediate family of Ralph
         H. Booth II or of John L. Booth II within the meaning of SEC Rule
         16a-1(e); provided, however, that each transferee agrees in writing
         to be subject to all terms and conditions of this Agreement and the
         Purchase Agreement. Following any transfer of such rights permitted
         by this Section 11, the term "Purchaser" as used in this Agreement
         will be deemed to include such transferees.

         12. Limitation on Subsequent Registration Rights. From and after the
         date of this Agreement, except for the ATX-Voyager Agreements, the
         Company shall not enter into any agreement granting any holder or
         prospective holder of any securities of the Company registration
         rights with respect to such securities that would allow such holder
         or prospective holder to include such securities in any registration
         filed under Section 1 of this Agreement, unless under the terms of
         such agreement such holder or prospective holder may include such
         securities in any such registration only to the extent that the
         inclusion of its securities will not reduce the amount of the Subject
         Stock of the Purchaser which is included.

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               SIGNATURE PAGE - REGISTRATION RIGHTS AGREEMENT


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


                                          CoreComm Limited, a Bermuda
                                          corporation


                                          By: /s/ Richard J. Lubasch
                                             -----------------------
                                              Name:  Richard J. Lubasch
                                              Title: Senior Vice President,
                                                     General Counsel and
                                                     Secretary

                                          Booth American Company,
                                          a Michigan corporation


                                          By: /s/ Ralph H. Booth II
                                             ----------------------
                                             Name:  Ralph H. Booth II
                                             Title: Chairman and CEO