Assumption of Warrant No. CCL-4A by CoreComm Holdco, Inc. in Connection with Merger

Summary

CoreComm Holdco, Inc. agrees to assume all obligations and conditions of Warrant No. CCL-4A, originally issued to NTL Incorporated to purchase shares of CoreComm Limited, as part of a merger where CoreComm Limited becomes a wholly-owned subsidiary of CoreComm Holdco. The warrant will now entitle the holder to purchase shares of CoreComm Holdco at the specified exercise price. The agreement is governed by New York law and any disputes will be resolved in New York courts.

EX-4.9 6 y85088exv4w9.txt ASSUMPTION OF WARRANT NO. CCL-4A EXHIBIT 4.9 CORECOMM HOLDCO ASSUMPTION OF WARRANT NO. CCL-4A ISSUED TO NTL INCORPORATED TO PURCHASE SHARES OF COMMON STOCK OF CORECOMM LIMITED As part of the merger of CoreComm Merger Corp., a Delaware corporation, with and into CoreComm Limited, a Delaware corporation (the "Company"), which will result in Limited becoming a wholly-owned subsidiary of CoreComm Holdco, Inc., a Delaware corporation ("Holdco"), and pursuant to Warrant No. CCL-4A, dated July 13, 2001 (the "Warrant"), that you currently hold to purchase shares of common stock of the Company, Holdco will assume the due and punctual observance and performance of each and every covenant and condition of the Warrant to be performed and observed by the Company, as well as all of the obligations and liabilities under the Warrant. The Warrant will automatically be converted into a warrant to purchase the number of shares of common stock of Holdco, at the exercise price, set forth in the officer's certificate attached hereto as Annex A, which shares of Holdco common stock Holdco agrees to provide upon exercise of the Warrant. This assumption agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. All actions or proceedings arising in connection with this assumption agreement shall be tried and litigated only in the federal or state courts located in the County of New York, State of New York, which shall have exclusive jurisdiction of for the purpose of any such action or proceeding. IN WITNESS WHEREOF, the undersigned has duly executed this assumption of warrants as of this 1st day of July, 2002. CORECOMM HOLDCO, INC. By: /s/ Michael A. Peterson --------------------------------- Name: Michael A. Peterson Title: Executive Vice President - Chief Operating Officer and Chief Financial Officer 2