<PAGE>
                                                                   EXHIBIT 10.22

THIS NOTE AND THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, ISSUABLE
UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS
(I)(A) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE
SECURITIES ACT AND (I)(B) APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED
WITH, OR (II)(A) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT, (II)(B) APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH
OR AN EXEMPTION FROM SUCH LAWS HAS BEEN MET AND (II)(C) IF THE OBLIGORS SO
REQUEST, A WRITTEN OPINION FROM COUNSEL (WHICH COUNSEL AND OPINION SHALL BE
SATISFACTORY TO THE OBLIGORS) THAT THE CONDITIONS IN (II)(A) AND (II)(B) ABOVE
HAVE BEEN SATISFIED.

THE SECURITIES REPRESENTED BY THIS NOTE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER PURSUANT TO AN AGREEMENT AMONG THE NAMED PAYEE AND THE OBLIGORS. A COPY
OF THE AGREEMENT MAY BE OBTAINED FROM THE OBLIGORS AT THEIR PRINCIPAL OFFICE,
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022.

                 10.75% UNSECURED CONVERTIBLE PIK NOTE DUE 2011

Dated: April 15, 2002                                                   $860,486

            CoreComm Holdco, Inc., a Delaware corporation ("CoreComm HoldCo")
and CoreComm Limited, a Delaware corporation ("CoreComm" and together with
CoreComm HoldCo, the "Obligors"), hereby, jointly and severally, promise to pay
to NTL Incorporated, a Delaware corporation (the "Initial Holder"), or its
registered and permitted assigns (the "Holder"), the principal amount of Eight
Hundred Sixty Thousand Four Hundred Eighty-Six Dollars ($860,486) in U.S.
currency, on April 12, 2011 (the "Maturity Date"), to the extent the principal
amount hereof has not been converted or repaid, subject to the further
provisions of this Note set forth herein which further provisions shall for all
purposes have the same effect as if set forth at this place.

            Interest Payment Dates: October 15 and April 15,  commencing
                                    October 15, 2002

                  Definitions. For purposes of this Note, the following terms
shall have the meanings indicated:
<PAGE>
                  "Affiliate" means, with respect to any specified Person, any
other Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with such specified
Person.

                  "Agreement" shall mean the letter agreement entered into by
and among CoreComm, CoreComm Holdco and the Initial Holder, dated April 12,
2001, with respect to the issuance of this Note and other commercial
arrangements.

                  "Board of Directors" shall mean the board of directors of
CoreComm. "Board of Directors" shall also mean the Executive Committee, if any,
of such board of directors or any other committee duly authorized by such board
of directors to perform any of its responsibilities with respect to this Note.

                  "Business Day" shall mean any day other than a Saturday,
Sunday or a day on which state or federally chartered banking institutions in
New York, New York are not required to be open.

                  "Change of Control" shall mean:

                  (1)   the sale, lease or transfer of all or substantially all
                        of the assets of CoreComm to any "person" or "group",
                        within the meaning of Sections 13(d)(3) and 14(d)(2) of
                        the Exchange Act or any successor provision to either of
                        the foregoing, including any group acting for the
                        purpose of acquiring, holding or disposing of securities
                        within the meaning of Rule 13d-5(b)(1) under the
                        Exchange Act, other than any Permitted Holder;

                  (2)   any "person" or "group", within the meaning of Sections
                        13(d)(3) and 14(d)(2) of the Exchange Act or any
                        successor provision to either of the foregoing,
                        including any group acting for the purpose of acquiring,
                        holding or disposing of securities within the meaning of
                        Rule 13d-5(b)(1) under the Exchange Act, other than any
                        Permitted Holder, becomes the "beneficial owner", as
                        defined in Rule 13d-3 under the Exchange Act, of more
                        than 50% (or more than 25% if neither George S.
                        Blumenthal or Barclay Knapp is an executive officer of
                        CoreComm at such time) of the total voting power of all
                        classes of the voting stock of CoreComm and/or warrants
                        or options to acquire such voting stock of CoreComm,
                        calculated on a fully diluted basis, unless, as a
                        result of such transaction, the ultimate direct or
                        indirect ownership of CoreComm is substantially the same
                        immediately after such transaction as it was
                        immediately prior to such transaction; or



                                       2
<PAGE>
                  (3)   during any period of two consecutive years, individuals
                        who at the beginning of such period constitute the Board
                        of Directors, together with any new directors whose
                        election or appointment by the Board of Directors or
                        whose nomination for election by the stock holders of
                        CoreComm was approved by a vote of a majority of the
                        directors then in office who were either directors at
                        the beginning of such period or whose election or
                        nomination for election was previously so approved,
                        cease for any reason to constitute a majority of the
                        Board of Directors then in office.

                  "Common Stock" shall mean CoreComm's voting common stock, par
value $0.01 per share, existing on the Issue Date or one or more classes of
common stock or other securities (including but not limited to tracking stock)
of CoreComm as such stock may be constituted or converted from time to time.

                  "Conversion Price" shall mean the greater of (x) a 20.0%
premium to the 25-Day Average Market Price of the Common Stock on the date of
issuance of such PIK Note and (y) $1.00; provided that if (x) and (y) are equal
then the conversion price shall be (x).

                  "Current Market Price" of publicly traded shares of Common
Stock or any other class of capital stock or other security of CoreComm or any
other issuer for any day shall mean the last reported sale price for such
security on the principal exchange or quotation system on which such security is
listed or traded as of the close of the applicable regular trading hours for
such Trading Day, or if such day is not a Trading Day, the last reported sale
price for such security on such principal exchange or quotation system as of the
close of the applicable regular trading hours for the immediately preceding
Trading Day. If the security is not admitted for trading on any national
securities exchange or the Nasdaq National Market, "Current Market Price" for
any day shall mean the average of the last reported closing bid and asked prices
reported by the Nasdaq for such day as furnished by any member in good standing
of the National Association of Securities Dealers, Inc., selected from time to
time by CoreComm for that purpose or as quoted by the National Quotation Bureau
Incorporated. In the event that no such quotation is available for such day, the
Current Market Price shall be the average of the quotations for the last five
Trading Days for which a quotation is available within the last thirty Trading
Days prior to such day. In the event that five such quotations are not available
within such thirty-Trading Day period, the Board of Directors shall be entitled
to determine the Current Market Price on the basis of such quotations as it
reasonably considers appropriate.

                  "DTC" shall have the meaning set forth in Exhibit A-1 hereto.



                                       3
<PAGE>
                  "DWAC Transfer" shall have the meaning set forth in Exhibit
A-1 hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

                  "Issue Date" shall mean the date on which this Note was first
issued by the Obligors.

                  "Nasdaq" means the Nasdaq Stock Market, Inc., the electronic
securities market regulated by the National Association of Securities Dealers,
Inc.

                  "Nasdaq National Market" shall have the meaning set forth in
Rule 4200(a)(23) of the rules of the National Association of Securities Dealers,
Inc.

                  "NYSE" means the New York Stock Exchange.

                  "outstanding" when used with reference to shares of capital
stock, shall mean issued shares, excluding shares held by CoreComm or a
subsidiary of CoreComm.

                  "Permitted Designee" shall mean: (1) a spouse or child of a
Permitted Holder, (2) trusts for the benefit of a Permitted Holder or a spouse
or child of a Permitted Holder, (3) in the event of the death or incompetence of
a Permitted Holder, his estate, heirs, executor, administrator, committee or
other personal representative or (4) any Person, so long as a Permitted Holder
owns at least 50% of the voting power of all classes of the voting stock of such
Person.

                  "Permitted Holders" shall mean George S. Blumenthal, Barclay
Knapp and their Permitted Designees.

                  "Person" shall mean any individual, partnership, association,
joint venture, corporation, business, trust, joint stock company, limited
liability company, any unincorporated organization, any other entity, a "group"
of such persons, as that term is defined in Rule 13d-5(b) under the Exchange
Act, or a government or political subdivision thereof.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

                  "Trading Day" shall mean any day on which the securities in
question are traded on the NYSE or, if such securities are not listed or
admitted for trading on the NYSE, on the principal national securities exchange
on which such securities are listed or admitted or, if not listed or admitted
for trading on any national securities exchange, on the Nasdaq National Market
or, if such securities are not quoted thereon, in the applicable securities
market in which the securities are traded.

                  "25-Day Average Market Price" shall mean, for any security,
the volume-weighted average of the Current Market Prices of that security for
the twenty-five Trading Days immediately preceding the date of determination.



                                       4
<PAGE>
                  Interest. This Note shall accrue interest at a rate of 10.75%
per annum. The Obligors jointly and severally promise to pay interest on this
Note semiannually on each October 15 and April 15, commencing on October 15,
2002 to the registered Holder on the immediately preceding October 1 and April
1, respectively. Interest on this Note shall be payable in kind by the issuance
of additional Notes (the "PIK Notes") in such principal amount as shall equal
the interest payment that is then due. The PIK Notes shall have terms
substantially identical to this Note. Interest on this Note shall accrue from
the most recent date to which interest has been paid, or if no interest has been
paid, from April 15, 2002. Interest shall be computed on the basis of a 360-day
year consisting of twelve thirty-day months. The Obligors shall pay interest on
overdue principal at the interest rate borne by this Note, compounded
semiannually, and the Obligors shall pay interest on overdue installments of
interest at the same interest rate compounded semiannually.

                  Payment of Interest. The Obligors shall pay interest on this
Note to the registered Holder on the record date for the next interest payment
date even though this Note is canceled or redeemed after the record date and on
or before the applicable interest payment date.

                  Ranking. This Note and the PIK Notes shall rank as a senior
debt obligation of CoreComm Holdco. This Note and the PIK Notes shall rank as a
subordinated debt obligation of CoreComm.

                  Optional Redemption. This Note is not redeemable at the
Obligors' option prior to April 12, 2003. Thereafter, this Note shall be subject
to redemption at the option of the Obligors, in whole or in part, in U.S.
currency, upon not less than thirty days' prior written notice, at the
redemption prices (expressed as percentages of principal amount thereof) set
forth below, plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
12 of the years indicated below:

<TABLE>
<CAPTION>
                 Year                               Percentage
                 ----                               ----------
<S>                                                 <C>
                 2003                                103.429%
                 2004                                102.571%
                 2005                                101.714%
                 2006                                100.857%
                 2007 and thereafter                 100.000%
</TABLE>

      In the event the Obligors elect to redeem any of the outstanding principal
amount of 10.75% Senior Unsecured Convertible PIK Notes due 2010 issued and sold
to certain members of the Board of Directors and senior management of CoreComm
in December, 2000, or of any PIK Notes issued by the Obligors as interest
thereunder, all as amended from time to time (collectively the "Management


                                       5
<PAGE>
PIK Notes"), Obligors shall send written notice to Holder of such election to
redeem such principal amount at least thirty days prior to any such redemption.
Holder shall have the right by written notice to Obligors, made within thirty
days after receipt of such notice of such election to redeem, to require
Obligors to redeem this Note and the PIK Notes held by the Holder on the same
terms and on a pro rata basis with the Management PIK Notes, subject to
compliance with federal and state securities laws; provided that the applicable
redemption price of this Note and PIK Notes shall be as provided above as of the
applicable redemption date. The Obligors shall pay any redemption obligation in
U.S. currency any and all interest accrued and unpaid on this Note and the PIK
Notes as of the date of redemption.

            Procedure for Redemption. If the Obligors shall elect to redeem any
principal amount of this Note, notice of such redemption shall be given by
certified mail, return receipt requested, postage prepaid, mailed not less than
thirty days prior to the redemption date, to the Holder at such holder's address
as the same appears on the books and records of the Obligors and confirmed by
facsimile transmission on the date of such notice to the Holder if the Obligors
have been furnished with a facsimile number by the Holder; provided, however,
that neither the failure to give such notice nor confirmation nor any defect
therein or in the mailing thereof, to any particular Holder, shall affect the
sufficiency of the notice or the validity of the proceedings for redemption with
respect to any other Holder. Any notice that was mailed in the manner herein
provided and confirmed by facsimile transmission on the date of such notice if
the Obligors have been furnished with a facsimile number by the Holder shall be
conclusively presumed to have been duly given on the date mailed whether or not
the Holder actually receives the notice. Each such notice shall state: (1) the
redemption date; (2) the principal amount of this Note to be redeemed and, if
less than the principal amount held by the Holder is to be redeemed, the
principal amount to be redeemed from the Holder; (3) the amount payable in cash;
and (4) the place where this Note is to be surrendered for payment.

                  If notice has been mailed as aforesaid and confirmed by
facsimile transmission on the date of such notice, from and after the applicable
redemption date (unless default shall be made by the Obligors in providing for
the payment of the redemption price of the principal amount called for
redemption together with accrued and unpaid interest), (1) except as otherwise
provided herein, interest on the principal amount of this Note so called for
redemption shall cease to accrue and (2) all rights of the Holder as a holder of
this Note shall cease, except the right to receive from the Obligors the
redemption price in cash, upon surrender and endorsement of this Note.

                  Notwithstanding any other provision of this Note, any
redemption initiated by the Obligors with respect to any outstanding principal
amount of this Note shall be suspended for one period of up to ninety (90) days


                                       6
<PAGE>
(from and after the applicable redemption date) per redemption initiated by the
Obligors (the "Tolling Period") solely for the purpose of the Holder satisfying
any applicable legal and regulatory approvals required to effect conversion of
any outstanding principal amount of this Note (and any accrued and unpaid
interest thereon), and during such period any redemption initiated by the
Obligors with respect to any outstanding principal amount of this Note (and any
accrued and unpaid interest thereon), shall have no force and effect, as to any
outstanding principal amount of this Note (and any accrued and unpaid interest
thereon), which the Holder shall elect to convert to Common Stock by delivery to
CoreComm of a notice of election to convert in the form of Exhibit A-1 to this
Note (a "Notice of Conversion") completed and signed, specifying the principal
amount of this Note to be converted at least five Business Days prior to the
applicable redemption date designated by the Obligors by notice of redemption to
the Holder.

                  The Obligors and the Initial Holder (and any subsequent Holder
as a condition to their receipt of any principal amount under this Note by
purchase, set-off, gift, bequeath or other manner of transfer or assignment,
whether or not for value), attempting to effect conversion subsequent to the
Obligors taking action to redeem this Note, mutually covenant and agree to
promptly make any and all filings (including requests for additional
information), and appearances, and to take any and all other actions necessary
to secure legal and regulatory approval to effect conversion of the principal
amount of this Note so requested. In the event that at the expiration of the
Tolling Period any applicable legal and regulatory approvals required to effect
conversion of the principal amount of this Note so requested have not been
secured as a direct result of the Obligors not complying with their obligations
in the first sentence of this paragraph, the Tolling Period shall be extended
(the "Extended Tolling Period) (through no action on the part of the Holder)
until such applicable legal and regulatory approvals shall have been obtained,
or until it shall have been finally determined by the applicable authority that
any such legal and regulatory approval shall not be available, but such Extended
Tolling Period shall in no event extend beyond sixty days after the expiration
of the Tolling Period unless the Obligors fail or refuse during such Extended
Tolling Period to comply with their obligations under the first sentence of this
paragraph. The Tolling Period or Extended Tolling Period (as applicable) shall
cease in the event that the Holder has not complied with its obligations in the
first sentence of this paragraph after written notice of such non-compliance by
the Obligors to the Holder by certified mail return receipt requested, and
failure by the Holder to come into compliance with its obligations under the
first sentence of this paragraph within ten Business Days after the date of such
notice. In the event the Holder shall not within such time period have come into
full compliance with its obligations under the first sentence of this paragraph,
the Obligors shall be permitted to immediately effect such redemption.



                                       7
<PAGE>
            Mandatory Redemption. Except as set forth above under the section
"Optional Redemption", the Obligors shall not be required to make mandatory
redemption or repurchase payments with respect to this Note prior to the
Maturity Date. There are no sinking fund payments with respect to this Note.

            Conversion. The Holder of this Note has the right, exercisable at
any time prior to 5:00 p.m., Eastern Time, on April 12, 2011, to convert the
principal amount hereof (or any portion hereof that is an integral multiple of
$1,000.00 principal amount hereof) into shares of Common Stock at the Conversion
Price (the quotient of each integral multiple of $1,000.00 principal amount of
this Note divided by the Conversion Price then in effect shall equal the
"Conversion Rate", which Conversion Rate shall initially equal 1,000.0 per
$1,000.00 aggregate principal amount of this Note, subject to adjustment under
the circumstances set forth below), except that if a Note is called for
redemption, the conversion right shall terminate at 5:00 p.m., Eastern Time, on
the Business Day immediately preceding the date fixed for redemption, except as
set forth above under the section "Procedure for Redemption". To the extent
that there exists any accrued and unpaid interest attributable to the principal
amount of this Note to be converted, at the time of conversion the number of
shares of Common Stock to be delivered by the Obligors shall be in creased in an
amount equal to the quotient of such accrued and unpaid interest as of the
conversion date divided by 120% of the 25-Day Average Market Price of the Common
Stock as of such conversion date.

                  To convert any principal amount and any accrued and unpaid
interest thereon, a Holder must (1) furnish a Notice of Conversion to the
Obligors, (2) surrender the endorsed Note to the Obligors and (3) pay any
transfer or similar tax, if required. The Notice of Conversion shall state that
the Holder has satisfied or will have satisfied prior to the issuance of shares
of Common Stock upon conversion of such principal amount, and any accrued and
unpaid interest thereon, any and all legal or regulatory requirements for
conversion, including compliance with the Securities Act, the Exchange Act and
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act").

                  The Obligors shall each use their reasonable best efforts in
cooperating with such Holder to obtain such legal or regulatory approvals to the
extent their cooperation is necessary. Upon conversion, no adjustment or payment
shall be made for interest, except as provided above, but if the Holder
surrenders this Note for conversion after 5:00 p.m., Eastern Time, on the record
date for the payment of an installment of interest and prior to the opening of
business on the next interest payment date, then, notwithstanding such
conversion, the interest payable on such interest payment date shall be paid to
the Holder of this Note on such record date. Upon conversion of only a portion
of the outstanding principal amount of this Note, a new Note shall be issued
representing the unconverted portion of this Note so


                                       8
<PAGE>
surrendered without cost to the Holder. No fractional shares or scrip
representing fractions of shares of Common Stock shall be issued upon conversion
of this Note. Instead of any fractional interest in a share of Common Stock that
would otherwise be deliverable upon conversion of this Note, CoreComm shall
round upward to determine the whole number of shares of Common Stock issuable
upon conversion of this Note.

                  The Conversion Rate shall be subject to adjustment from time
to time as follows:

                  (1) If CoreComm shall after the Issue Date (a) declare a
dividend or make a distribution on its Common Stock in shares of its Common
Stock, (b) subdivide its outstanding Common Stock into a greater number of
shares, (c) combine its outstanding Common Stock into a smaller number of shares
or (d) effect any reclassification of its outstanding Common Stock, including a
reclassification into one or more classes of Common Stock or other securities
(including, tracking stock), the Conversion Rate in effect on the record date
for such dividend or distribution, or the effective date of such subdivision,
combination or reclassification, as the case may be, shall be proportionately
adjusted so that the Holder thereafter surrendering for conversion any
outstanding principal amount of this Note shall be entitled to receive the
number and kind of shares of Common Stock (or other securities) that the Holder
would have owned or have been entitled to receive after the happening of any of
the events described above had such principal amount of this Note been converted
immediately prior to the record date in the case of a dividend or distribution
or the effective date in the case of a subdivision, combination or
reclassification. An adjustment made pursuant to this paragraph shall become
effective immediately after the opening of business on the Business Day next
following the record date (except as otherwise provided in this section) in the
case of a dividend or distribution and shall become effective immediately after
the opening of business on the Business Day next following the effective date in
the case of a subdivision, combination or reclassification. In the event that
after fixing a record date such dividend or distribution does not occur, the
Conversion Rate shall be readjusted to the Conversion Rate which would have been
in effect if such record date had not been fixed. Adjustments in accordance with
this paragraph shall be made whenever any event listed above shall occur.

                  (2) If CoreComm shall after the Issue Date fix a record date
for the issuance of rights or warrants (in each case, other than any Rights
issued pursuant to the stockholder rights plan as provided in the "Rights Plan"
section below) to all holders of Common Stock entitling them (for a period
expiring within forty-five days after such record date) to subscribe for or
purchase Common Stock (or securities convertible or exercisable into Common
Stock) at a price per share (or,


                                       9
<PAGE>
in the case of a right or warrant to purchase securities convertible or
exercisable into Common Stock, having an effective exercise price per share of
Common Stock, computed on the basis of the maximum number of shares of Common
Stock issuable upon conversion or exercise of such convertible or exercisable
securities, as the case may be, plus the amount of additional consideration
payable, if any, to receive one share of Common Stock upon conversion or
exercise of such securities, as the case may be) less than the 25-Day Average
Market Price on the date on which such issuance was declared or otherwise
announced by CoreComm (the "Determination Date"), then the Conversion Rate in
effect at the opening of business on the Business Day next following such record
date shall be adjusted so that the Holder shall be entitled to receive, upon the
conversion of any principal amount of this Note, the number of shares of Common
Stock determined by multiplying (a) the Conversion Rate in effect immediately
prior to such record date by (b) a fraction, the numerator of which shall be the
sum of (i) the number of shares of Common Stock outstanding on the close of
business on the Determination Date and (ii) the number of additional shares of
Common Stock offered for subscription or purchase pursuant to such rights or
warrants (or in the case of a right or warrant to purchase securities
convertible or exercisable into Common Stock, the aggregate number of additional
shares of Common Stock into which the convertible or exercisable securities so
offered are initially convertible or exercisable), and the denominator of which
shall be the sum of (x) the number of shares of Common Stock outstanding on the
close of business on the Determination Date and (y) the number of shares that
the aggregate proceeds to CoreComm from the exercise of such rights or warrants
for Common Stock would purchase at such 25-Day Average Market Price on such date
(or, in the case of a right or warrant to purchase securities convertible or
exercisable into Common Stock, the number of shares of Common Stock obtained by
dividing the aggregate exercise price of such rights or warrants for the maximum
number of shares of Common Stock issuable upon conversion or exercise of such
convertible or exercisable securities, plus the aggregate amount of additional
consideration payable, if any, to convert or exercise such securities into
Common Stock, by such 25-Day Average Market Price). Such adjustment shall become
effective immediately after the opening of business on the Business Day next
following such record date (except as otherwise provided in this section). Such
adjustment shall be made successively whenever such a record date is fixed. In
the event that after fixing a record date such rights or warrants are not so
issued, the Conversion Rate shall be readjusted to the Conversion Rate which
would then be in effect if such record date had not been fixed. In determining
whether any rights or warrants entitle the holders of Common Stock to subscribe
for or purchase shares of Common Stock at less than such 25-Day Average Market
Price, there shall be taken into account any consideration received by CoreComm
upon issuance and upon exercise of such rights or warrants, the value



                                       10
<PAGE>
of such consideration, if other than cash, to be determined by the Board of
Directors in good faith. If any rights or warrants referred to in this paragraph
shall expire unexercised after the same shall have been distributed or issued by
CoreComm (or, in the case of rights or warrants to purchase securities
convertible or exercisable into Common Stock once exercised, the conversion or
exercise right of such securities shall expire), the Conversion Rate shall be
readjusted at the time of such expiration to the Conversion Rate that would have
been in effect if no adjustment had been made on account of the distribution or
issuance of such expired rights or warrants.

                  (3) If CoreComm shall fix a record date for the making of a
distribution to all holders of its Common Stock of evidences of its
indebtedness, shares of its capital stock or assets (excluding regular cash
dividends or distributions declared in the ordinary course by the Board of
Directors and dividends payable in Common Stock for which an adjustment is made
pursuant to paragraph (1) of this section) or rights or warrants (in each case,
other than any Rights issued pursuant to the stockholder rights plan as provided
in the "Rights Plan" section below) to subscribe for or purchase any of its
securities (excluding those rights and warrants issued to all holders of Common
Stock entitling them (for a period expiring within forty-five days after such
record date) to subscribe for or purchase Common Stock or securities convertible
or exercisable into shares of Common Stock, which rights and warrants are
referred to and treated in the immediately preceding paragraph) (any of the
foregoing being hereinafter referred to in this paragraph as the "Securities"),
then in each such case the Conversion Rate shall be adjusted so that the Holder
shall be entitled to receive, upon the conversion thereof, the number of shares
of Common Stock determined by multiplying (a) the Conversion Rate in effect
immediately prior to the close of business on such record date by (b) a
fraction, the numerator of which shall be the 25-Day Average Market Price per
share of Common Stock on such record date, and the denominator of which shall be
the 25-Day Average Market Price per share of Common Stock on such record date
less the then-fair market value (as determined by the Board of Directors in good
faith) of the portion of the assets, shares of its capital stock or evidences of
its indebtedness so distributed or of such rights or warrants applicable to one
share of Common Stock. Such adjustment shall be made successively whenever such
a record date is fixed. In the event that after fixing a record date such
distribution is not so made, the Conversion Rate shall be readjusted to the
Conversion Rate which would then be in effect if such record date had not been
fixed. Such adjustment shall become effective immediately at the opening of
business on the Business Day next following (except as otherwise provided in
this section) the record date for the determination of stockholders entitled to
receive such distribution. For the purposes of this paragraph, the distribution
of a Security, which is distributed not only to the holders of the Common Stock
on the date fixed for the determination of stockholders entitled to such
distribution of


                                       11
<PAGE>
such Security, but also is distributed with each share of Common Stock delivered
to the Holder after such determination date, shall not require an adjustment of
the Conversion Rate pursuant to this paragraph; provided, however, that on the
date, if any, on which the Holder would no longer be entitled to receive such
Security with a share of Common Stock (other than as a result of the termination
of all such Securities), a distribution of such Securities shall be deemed to
have occurred and the Conversion Rate shall be adjusted as provided in this
paragraph (and such day shall be deemed to be "the date fixed for the
determination of stockholders entitled to receive such distribution" and "the
record date" within the meaning of the three preceding sentences). If any rights
or warrants referred to in this paragraph shall expire unexercised after the
same shall have been distributed or issued by CoreComm (or, in the case of
rights or warrants to purchase securities convertible or exercisable into Common
Stock once exercised, the conversion right of such securities shall expire), the
Conversion Rate shall be readjusted at the time of such expiration to the
Conversion Rate that would have been in effect if no adjustment had been made on
account of the distribution or issuance of such expired rights or warrants.

                  (4) In case CoreComm shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash in the amount per share that,
together with the aggregate of the per share amounts of any other cash
distributions to all holders of its Common Stock made within the twelve months
preceding the date of payment of such distribution and in respect of which no
adjustment pursuant to this paragraph (4) has been made exceeds 5.0% of the
25-Day Average Market Price immediately prior to the date of declaration of such
dividend or distribution (excluding any dividend or distribution in connection
with the liquidation, dissolution or winding up of CoreComm, whether voluntary
or involuntary, and any cash that is distributed upon a merger, consolidation or
other transaction for which an adjustment pursuant to paragraph (8) of this
section is made), then, in such case, the Conversion Rate shall be adjusted so
that the same shall equal the rate determined by multiplying (a) the Conversion
Rate in effect immediately prior to the close of business on the Record Date (as
defined below) for the cash dividend or distribution by (b) a fraction, the
numerator of which shall be the Current Market Price of a share of Common Stock
on the Record Date and the denominator shall be such Current Market Price of a
share of Common Stock less the per share amount of cash so distributed during
the twelve-month period applicable to one share of Common Stock, such adjustment
to be effective immediately prior to the opening of business on the Business Day
following the Record Date; provided, however, that in the event the denominator
of the foregoing fraction is zero or negative, in lieu of the foregoing
adjustment, adequate provision shall be made so that the Holder shall have the
right to receive upon conversion, in addition to the shares of Common Stock to
which the


                                       12
<PAGE>
Holder is entitled, the amount of cash the Holder would have received had the
Holder converted the principal amount of this Note at the beginning of the
twelve-month period. In the event that such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate which would then be in effect if such dividend or distribution had not been
declared. Notwithstanding the foregoing, if any adjustment is required to be
made as set forth in this paragraph, the calculation of any such adjustment
shall include the amount of the quarterly cash dividends paid during the
twelve-month reference period only to the extent such dividends exceed on an
aggregate basis the regular quarterly cash dividends paid during the twelve
months preceding the twelve-month reference period. For purposes of this
paragraph, "Record Date" shall mean, with respect to any dividend or
distribution in which the holders of Common Stock have the right to receive
cash, the date fixed for determination of stockholders entitled to receive such
cash. In the event that at any time cash distributions to holders of Common
Stock are not paid equally on all series of Common Stock, the provisions of this
paragraph shall apply to any cash dividend or cash distribution on any series of
Common Stock otherwise meeting the requirements of this paragraph, and this
paragraph shall be deemed amended to the extent necessary so that any adjustment
required shall be made on the basis of the cash dividend or cash distribution
made on any such series.

                  (5) In case of the consummation of a tender or exchange offer
(other than an odd-lot tender offer) made by CoreComm or any subsidiary of
CoreComm for all or any portion of the outstanding shares of Common Stock to the
extent that the cash and fair market value (as determined in good faith by the
Board of Directors) of any other consideration included in such payment per
share of Common Stock at the last time (the "Expiration Time") tenders or
exchanges may be made pursuant to such tender or exchange offer (as amended)
exceed by more than 5.0%, with any smaller excess being disregarded in computing
the adjustment to the Conversion Rate provided in this paragraph, the first
reported sale price per share of the Common Stock on the Trading Day next
succeeding the Expiration Time, then the Conversion Rate shall be adjusted so
that the same shall equal the rate deter mined by multiplying the Conversion
Rate in effect immediately prior to the Expiration Time by a fraction the
numerator of which shall be the sum of (a) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchase Shares") and (b) the product of the number of
shares of Common Stock outstanding (less any Purchase Shares) on the Expiration
Time and the first reported sale price of the Common Stock on the Trading Day
next succeeding the Expiration Time, and the denominator of which


                                       13
<PAGE>
shall be the number of shares of Common Stock outstanding (including any
tendered or exchanged shares) on the Expiration Time multiplied by the first
reported sale price of the Common Stock on the Trading Day next succeeding the
Expiration Time, such adjustment to become effective immediately prior to the
opening of business on the Business Day following the Expiration Time.

                  (6) No adjustment in the Conversion Rate shall be required
unless such adjustment would require a cumulative increase or decrease of at
least 1.0% in the Conversion Rate; provided, however, that any adjustment(s)
that by reason of this paragraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment(s) until made; and
provided further that any adjustment shall be required and made in accordance
with this section not later than such time as may be required in order to
preserve the tax-free nature of a distribution for United States income tax
purposes to the Holder. Notwithstanding any other provision of this Note, the
Obligors shall not be required to make any adjustment of the Conversion Rate for
the issuance of any shares of Common Stock pursuant to any plan providing for
the reinvestment of dividends or interest payable on securities of CoreComm and
the investment of additional optional amounts in shares of Common Stock under
such plan. All calculations relating to the conversion of this Note shall be
made to the nearest cent, rounded upward to the fifth decimal point or rounded
upward to the nearest share, as the case may be. Anything in this Note to the
contrary notwithstanding, CoreComm shall be entitled, to the extent permitted by
law, to make such adjustments in the Conversion Rate, in addition to those
required by this section, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivision of shares,
reclassification or combination of shares, distribution of rights or warrants to
purchase stock or securities, or a distribution of other assets (other than cash
dividends) hereafter made by CoreComm to its stockholders to the extent
practicable shall not be taxable.

                  (7) In the event that, at any time as a result of shares of
any other class of capital stock becoming issuable in exchange or substitution
for or in lieu of shares of Common Stock or as a result of an adjustment made
pursuant to this section, the Holder upon subsequent conversion shall become
entitled to receive any shares of capital stock of CoreComm other than Common
Stock, the number of such other shares so receivable upon conversion of any
principal amount of this Note shall thereafter be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions contained herein.

                  (8) Subject to paragraph (10) below, if CoreComm shall be a
party to a Change of Control transaction and excluding any transaction as to
which the first paragraph of this section applies, in each case as a result of
which shares of Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination thereof), there
shall be no adjustment to


                                       14
<PAGE>
the Conversion Rate but any principal amount of this Note which is not converted
into the right to receive stock, securities or other property in connection with
such Change of Control transaction shall thereafter be convertible into the kind
and amount of shares of stock, securities and other property (including cash or
any combination thereof) receivable upon the consummation of such Change of
Control transaction by a holder of that number of shares of Common Stock into
which the aggregate principal amount of this Note would have been convertible
into immediately prior to such Change of Control transaction, assuming such
holder of Common Stock (a) is not a Person with which CoreComm consolidated or
into which CoreComm merged or which merged into CoreComm or to which such sale
or transfer was made, as the case may be (a "Constituent Person"), or an
Affiliate of a Constituent Person and (b) failed to exercise his rights of
election, if any, as to the kind or amount of stock, securities and other
property (including cash) receivable upon such Change of Control transaction
(provided, that, if the kind or amount of stock, securities and other property
(including cash) receivable upon such Change of Control transaction is not the
same for each share of Common Stock held immediately prior to such Change of
Control transaction by other than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised (a
"non-electing share"), then for the purpose of this paragraph the kind and
amount of stock, securities and other property (including cash) receivable upon
such Change of Control transaction by each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). The provisions of this paragraph shall similarly apply to
successive Change of Control transactions.

                  (9) Notwithstanding anything in this Note to the contrary, if
CoreComm is reorganized such that the Common Stock is exchanged for the common
stock of a new entity ("Holdco") whose common stock is traded on the Nasdaq
National Market or a recognized securities exchange or automated quotation
system, then the Obligors by written notice to the Holder, may cause the
exchange of this Note for a new note having the same terms and conditions as set
forth herein, except as to joint obligors, subject to such rights effectively
giving to Holder the same economic rights as this Note (including for these
purposes any resultant changes in the tax treatment for the new note).

                  (10) Notwithstanding anything in this Note to the contrary, if
a Change of Control occurs, Holder shall have a one-time option, for a period of
thirty days following written notice from CoreComm, which written notice shall
be given not less than fifteen days prior to the expected occurrence of the
Change of Control, to convert the principal amount of this Note, and any accrued
and unpaid interest thereon, into shares of Common Stock at the Change of
Control Conversion Rate. The "Change of Control Conversion Rate" shall be equal
to the principal


                                       15
<PAGE>
amount of this Note, and any accrued and unpaid interest thereon, divided by the
Special Conversion Price. The Change of Control Conversion Rate shall be
adjusted from time to time in accordance with the provisions of this section
applicable generally to adjustment of the Conversion Rate. Nothing in this
paragraph (10) is intended to limit or alter the conversion rights of the
Holder. For purposes of this paragraph (10), the following definitions shall
apply:

                        (a) "Special Conversion Price" shall mean the greater of
(x) 66.67% of the 25-Day Average Market Price of the Common Stock immediately
preceding the record date for such PIK Note issuance and (y) the Change of
Control Price (as defined herein).

                        (b) "Change of Control Price" shall mean (i) the fair
market value of the consideration that would be received by a holder of Common
Stock for one share of Common Stock in a Change of Control transaction from any
successor, acquiror or other third party if such transaction were to occur on
the date of the notice referred to in the first sentence of this paragraph (10)
or (ii) the Alternative Change of Control Price if the holders of Common Stock
do not receive any consideration in a Change of Control transaction from any
successor, acquiror or other third party. For purposes of this definition,
"Alternative Change of Control Price" shall mean the fair market value per share
of Common Stock on the date of the notice referred to in the first sentence of
this paragraph (10).

                  (11) Notwithstanding any other provision of this Note, the
Initial Holder or any Affiliate may from time to time elect to apply as the
Conversion Rate hereunder as to any principal amount of this Note the conversion
rate then applicable to the identical amount of principal and interest under any
one or more Management PIK Notes. CoreComm agrees to provide to the Initial
Holder at its request from time to time the conversion rate(s) then applicable
under the Management PIK Notes.

                  Whenever the Conversion Rate is adjusted as herein provided,
the Obligors shall prepare an officer's certificate with respect to such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the effective date of such adjustment and shall mail a copy of such officer's
certificate to the Holder at the Holder's last address as shown on the books and
records of the Obligors and confirm by facsimile transmission on the date of
such notice to the Holder if the Obligors have been furnished with such
facsimile address by the Holder. Any PIK Notes issued and delivered in
connection with the payment of semiannual interest on this Note shall contain
terms substantially identical to those contained in this section.

                  In any case in which the foregoing paragraphs provide that an
adjustment shall become effective on the day next following a record date for an
event, CoreComm may defer until the occurrence of such event (a) issuing to the
Holder of any principal amount of this Note converted after such record date and


                                       16
<PAGE>
before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion by reason of the adjustment contemplated by such
event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (b) paying to such holder any amount in
cash in lieu of any fraction of a share of Common Stock pursuant to this
section.

                  For purposes of this section, the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock then
owned or held by or for the account of CoreComm or any subsidiary of CoreComm.
CoreComm shall not pay a dividend or make any distribution on shares of Common
Stock held in the treasury of CoreComm.

                  If any single action would require adjustment of the
Conversion Rate pursuant to more than one paragraph of this section, only one
adjustment shall be made and such adjustment shall be the amount of adjustment
that has the highest absolute value.

                  The value of any consideration received by CoreComm for the
issuance of any securities of CoreComm, if other than cash, shall be determined
by the Board of Directors in good faith, whose determinations shall be final and
binding.

                  If CoreComm shall take any action affecting the Common Stock,
other than actions described in this section, that in the opinion of the Board
of Directors materially adversely affects the conversion rights of the Holder,
the Conversion Rate may be adjusted by the Board of Directors, to the extent
permitted by law, in such manner, if any, and at such time, as the Board of
Directors may determine in good faith to be equitable in the circumstances;
provided that the provisions of this paragraph shall not affect any rights the
Holder may have at law or in equity.

                  CoreComm covenants that it shall at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock for the purpose of effecting conversion of
this Note, the full number of shares of Common Stock deliverable upon the
conversion of the entire outstanding principal amount of this Note. For purposes
of this paragraph, the number of shares of Common Stock that shall be
deliverable upon the conversion of the entire outstanding principal amount of
this Note shall be computed as if at the time of computation all such
outstanding shares were held by a single holder.

                  CoreComm covenants that any shares of Common Stock initially
issued upon conversion of this Note shall be duly authorized, validly issued,
fully paid and non-assessable. Before taking any action that would cause an
adjustment increasing the Conversion Rate such that the quotient of the
principal amount of this Note and the Conversion Rate would be reduced below the
then-par value of the shares of Common Stock deliverable upon conversion of this
Note, CoreComm


                                       17
<PAGE>
shall take any corporate action that, based on the opinion of its counsel, may
be necessary in order that CoreComm may validly and legally issue fully paid and
non-assessable shares of Common Stock with respect to such adjusted Conversion
Rate.

                  Prior to the delivery of any securities that CoreComm shall be
obligated to deliver upon conversion of this Note, CoreComm shall be permitted
to comply with all applicable federal and state laws and regulations which
require action to be taken by CoreComm, including but not limited to compliance
with the Securities Act, the Exchange Act, the HSR Act, the rules and
regulations of Nasdaq (or any exchange or automated quotation system on which
the Common Stock is then listed or traded). The Obligors shall pay or cause to
be paid the costs and expenses of the Holder associated with such compliance.

                  CoreComm shall pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock or other securities or property on conversion of this Note;
provided, however, that CoreComm shall not be required to pay any tax that may
be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock or other securities or property in a name other than that
of the Holder to be converted and no such issue or delivery shall be made unless
and until the Holder requesting such issue or delivery has paid to CoreComm the
amount of any such tax or established, to the satisfaction of CoreComm, that
such tax has been paid or satisfied in full.

            Loss, Theft, Mutilation or Destruction of Note. Upon receipt by the
Obligors of evidence of the loss, theft, destruction, or mutilation of this Note
and (in the case of loss, theft, or destruction) of indemnity satisfactory to
the Obligors, and upon surrender and cancellation of this Note, if mutilated,
the Obligors shall execute and deliver a new note on identical terms. Any Holder
making a request hereunder shall be responsible for all cost and expenses
associated therewith, including but not limited to the securing of an indemnity
bond.

            Standstill Restrictions.

            The Initial Holder agrees that, for a period beginning on the Issue
Date and ending on the date that a Change of Control is consummated:

                  (1) the Initial Holder and its Affiliates shall not form,
join, participate in or encourage the formation of a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of any security of CoreComm which has voting rights on matters
submitted to all stock holders of CoreComm ("Voting Securities"); provided,
however, for purposes of this section, the Holder and its Affiliates shall not
be considered to be a syndicate or group;

                  (2) The Initial Holder and its Affiliates shall not make, or
in any way participate in, directly or indirectly, any "solicitation" of
"proxies" (as such


                                       18
<PAGE>
terms are defined or used in Regulation 14A under the Exchange Act) or become a
"participant" in any "election contest") (as such terms are defined or used in
Rule 14a-11 under the Exchange Act) with respect to CoreComm (other than by way
of the Initial Holder and its Affiliates exercising their right to vote Voting
Securities held by the Initial Holder and its Affiliates), or initiate, propose
or otherwise solicit stockholders of CoreComm for the approval of one or more
stockholder proposals with respect to CoreComm or induce or attempt to induce
any other person to initiate any stockholder proposal;

                  (3) The Initial Holder and its Affiliates shall not otherwise
act, directly or indirectly, alone or in concert with others, to seek to control
the management, Board of Directors, policies or affairs of CoreComm or any of
its subsidiaries, or solicit, propose, seek to effect or negotiate with any
other Person with respect to any form of business combination transaction
involving, directly or indirectly, CoreComm or any of its subsidiaries, or any
restructuring, recapitalization or similar transaction with respect to CoreComm
or any of its subsidiaries, or announce or disclose an intent, purpose, plan or
proposal with respect to CoreComm or any of its subsidiaries or any Voting
Securities inconsistent with the provisions of this section, including an
intent, purpose, plan or proposal that is conditioned on or would require
CoreComm to waive the benefit of or amend any provision of the Agreement or this
Note, or assist, participate in, facilitate or encourage or solicit any effort
or attempt by any Person to do or seek to do any of the foregoing; and

                  (4) The Initial Holder and its Affiliates shall not encourage
or render advice to or make any recommendation or proposal to any Person, or
directly or indirectly participate, aid or abet or otherwise induce any Person
or engage in any of the actions prohibited by this section or to engage in any
actions consistent with such prohibitions.

            Stockholder Rights Agreement. This Note shall be entitled to the
benefits of a number of rights issuable under the Rights Agreement, dated as of
September 29, 2000, by and between CoreComm and Continental Stock Transfer &
Trust Company or any successor plan of similar purpose and effect (the "Rights")
equal to the number of shares of Common Stock then issuable upon conversion of
this Note at the prevailing Conversion Rate. Any shares of Common Stock deliver
able upon conversion of this Note shall be accompanied by a Right.

            Amendments, Supplements and Waivers. This Note may be amended or
supplemented with the consent of the Holder (including consents obtained in
connection with a tender offer or exchange offer for this Note), and any
existing default may be waived with the consent of the Holder; provided that if
the Obligors propose to amend this Note to cure any immaterial ambiguity, defect
or inconsistency, or to make any change that does not adversely affect the
rights of the Holder, the consent of the Holder shall not be unreasonably
withheld or delayed. In the event


                                       19
<PAGE>
that the Management PIK Notes are amended or supplemented, CoreComm shall notify
the Initial Holder in writing of such amended or supplemented terms as soon as
possible and offer to the Initial Holder such terms in respect of this Note and
the PIK Notes (including amending this Note and the PIK Notes to reflect such
revised terms); provided that if CoreComm has not received written notification
from the Initial Holder accepting such amended or supplemented terms within ten
Business Days of the Initial Holder's receipt of such written notice from
CoreComm, the Initial Holder shall be deemed to have elected not to accept such
amended or supplemented terms and shall thereafter not have the benefit thereof,
if any; provided that this right does not apply to any principal amount of this
Note and PIK Notes previously converted or redeemed.

            NO RECOURSE AGAINST OTHERS. A DIRECTOR, OFFICER, EMPLOYEE,
INCORPORATOR OR STOCKHOLDER OF THE OBLIGORS, AS SUCH, SHALL NOT HAVE ANY
LIABILITY FOR ANY OBLIGATIONS OF THE OBLIGORS UNDER THIS NOTE OR FOR ANY CLAIM
BASED ON, IN RESPECT OF OR BY REASON OF SUCH OBLIGATIONS OR THEIR CREATION. THE
HOLDER OF THIS NOTE BY ACCEPTING A NOTE WAIVES AND RELEASES ALL SUCH LIABILITY.
THE WAIVER AND RELEASE ARE PART OF THE CONSIDERATION FOR THE ISSUANCE OF THIS
NOTE.

            Notices. All consents, notices, documents, certificates, information
and legal process to be given under the terms of this Note shall be in writing
and (1) delivered personally, (2) sent by facsimile transmission, (3) sent by
registered or certified mail, postage prepaid or (4) sent by recognized
overnight courier to the applicable Person at the address stated below or in
accordance with the last unrevoked written direction from such Person. Unless
otherwise provided herein, all notices shall be deemed to have been given on (a)
the date of receipt (or if delivery refused, the date of such refusal) if
delivered personally or by recognized overnight courier, (b) three days after
the date of posting if sent by registered or certified mail, postage prepaid and
(c) if transmitted by facsimile, the date that confirmation of transmission is
received by the sending party. If to CoreComm or CoreComm Holdco, at: 110 East
59th Street, New York, New York 10022, attention: General Counsel, facsimile:
(212) 906-8497. If to the Holder, at its address and/or facsimile number on the
books and records of the Obligors.

            Assignability. This Note shall be binding upon the Obligors and
their successors and assigns and shall inure to the benefit of the Holder and
its successors and assigns. Assignment of this Note and the obligations
hereunder by either or both of the Obligors prior to the consummation of such
assignment shall require prior written consent of the Holder, unless the
assignment (1) has a bona fide business purpose in the reasonable judgment of a
majority of the members of (a) the Board of Directors and (b) the board of
directors of CoreComm Holdco or (2)(a) is to an Affiliate of one of the Obligors
and (b) the Obligors remain jointly and severally obligated under this Note. The
securities represented by this Note are subject to


                                       20
<PAGE>
certain restrictions on transfer pursuant to the Agreement. A copy of the
Agreement may be obtained from the Obligors at their principal office, 110 East
59th Street, New York, New York 10022.

            Remedies. Either the Obligors or the Holder (each a "non-defaulting
party") shall be entitled to resort to any and all remedies available at law or
in equity, including without limitation the remedy of specific performance, in
the event of a default by the other (the "defaulting party") which is not cured
within ten Business Days after written notice of such default by the
non-defaulting party to the defaulting party. In addition, in the event of the
default by Obligors under this Note which is not cured within ten Business Days
after written notice thereof by Holder, or in the event that either Obligor
shall voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any federal or state
bankruptcy or insolvency law, or any such proceeding or petition is commenced or
filed on an involuntary basis with respect to either Obligor and any such
proceeding or petition shall continue undismissed for sixty days, then the
unpaid and unconverted portion of principal of this Note and accrued and unpaid
interest thereon shall at the option of the Holder be accelerated and shall be
immediately due in full. In any proceeding to enforce any terms of this Note,
the prevailing party shall be entitled to recover its attorney's fees and costs
in connection with such proceeding.

            Denominations. Upon surrender and endorsement of this Note, the
Obligors shall issue a new Note to the Holder in the aggregate outstanding
principal amount hereof, in such denominations of at least $100,000.00 as the
Holder shall reasonably request in writing.

            Persons Deemed Owners. The registered Holder of this Note shall be
treated as its owner for all purposes, and the Obligors shall have no liability
for treating the registered Holder of this Note as its owner for all purposes.

            Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE NOTES WITHOUT REGARD TO CHOICE OF LAW OR CONFLICT OF LAW PROVISIONS
THEREOF.




                                       21
<PAGE>
            IN WITNESS WHEREOF, each of the Obligors have caused this Note to be
signed manually or by facsimile by one of their duly authorized officers.

                                       CORECOMM LIMITED


                                       By:  /s/ MICHAEL A. PETERSON
                                          --------------------------------
                                          Name:  Michael A. Peterson
                                          Title:

                                       CORECOMM HOLDCO, INC.


                                       By: /s/ THOMAS J. GRAVINA
                                          ---------------------------------
                                          Name:  Thomas J. Gravina
                                          Title:



                                       22
<PAGE>
                                                                     Exhibit A-1

                              NOTICE OF CONVERSION

            (To be Executed by the Holder of Principal Amount of the
                 10.75% Unsecured Convertible PIK Note Due 2011)

      The Holder hereby irrevocably elects to convert $______.00 principal
amount of 10.75% Unsecured Convertible PIK Note Due 2011, and any and all
accrued and unpaid interest thereon, into shares of Common Stock according to
the terms and conditions of the Note, as of the date written below. If
securities are to be issued in the name of a Person other than the undersigned,
the Holder shall pay all transfer taxes payable with respect thereto and is
delivering herewith the Note. No fee will be charged to the Holder for any
conversion, except for transfer taxes, if any.

      The Holder hereby represents and warrants that it has satisfied or will
have satisfied prior to the issuance of shares of Common Stock upon conversion
of the Note any and all legal and regulatory requirements for conversion,
including compliance with the Securities Act, the Exchange Act and the HSR Act.

      CoreComm shall electronically transmit the Common Stock issuable pursuant
to this Notice of Conversion to the account of the undersigned or its nominee
with The Depository Trust Company ("DTC") through its Deposit Withdrawal Agent
Commission System ("DWAC Transfer").

      Name of DTC Prime Broker: _________________

      Account Number: __________________________

  [ ] In lieu of receiving shares of Common Stock issuable pursuant to this
      Notice of Conversion by way of a DWAC Transfer, the undersigned hereby
      requests that CoreComm issue a certificate or certificates for the number
      of shares of Common Stock set forth above (which numbers are based on the
      Holder's calculation attached hereto) in the name(s) specified immediately
      below or, if additional space is necessary, on an attachment hereto:

      Name: ___________________________________________

      Address: _________________________________________

      The Holder hereby represents and warrants that all offers and sales by the
Holder of the securities issuable to the Holder upon conversion of the Note
shall be made
<PAGE>
pursuant to registration of the securities under the Securities Act and any
applicable federal and state securities laws, or pursuant to an applicable
exemption from registration under the Securities Act and any applicable state
securities laws.

      Date of Conversion:  _____________________________
      Conversion Rate: _________________________________

      Number of Shares of

      Common Stock to be Issued:  ______________________

      Signature:  ______________________________________
      Name:  ___________________________________________
      Address:  ________________________________________

   *  CoreComm is not required to issue shares of Common Stock until the
      original Note to be converted (or evidence of loss, theft or destruction
      thereof) is received by CoreComm or CoreComm Holdco.




                                       A-2