exv10w13



 





Exhibit 10.13




SUPPLEMENT TO GUARANTY AGREEMENT




     THIS
SUPPLEMENT, dated as of October [20], 2006 (this “Supplement”), is to the
Guaranty Agreement, dated as of August 23, 2006 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “Guaranty”), among the Guarantors (such
capitalized term, and other terms used in this Supplement, to have the meanings set forth in
Article I of the Guaranty) from time to time party thereto, in favor of THE CIT GROUP/BUSINESS
CREDIT, INC., as administrative agent (together with its successor(s) thereto in such capacity, the
“Administrative Agent”) for each of the Secured Parties.



W I T N E S S E T H:




     WHEREAS, pursuant to the provisions of Section 5.18 of the Guaranty, each of the
undersigned is becoming a Guarantor under the Guaranty; and



     WHEREAS, each of the undersigned desires to become a “Guarantor” under the Guaranty in order
to induce the Lenders to continue to extend Extensions of Credit under the Credit Agreement;



     NOW, THEREFORE, in consideration of the premises, and for other consideration (the receipt and
sufficiency of which is hereby acknowledged), each of the undersigned agrees, for the benefit of
each Secured Party, as follows.



     SECTION 1. Party to Guaranty, etc. In accordance with the terms of the Guaranty, by
its signature below, each of the undersigned hereby irrevocably agrees to become a Guarantor under
the Guaranty with the same force and effect as if it were an original signatory thereto and each of
the undersigned hereby (a) agrees to be bound by and comply with all of the terms and provisions of
the Guaranty applicable to it as a Guarantor and (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true and correct as of the
date hereof. In furtherance of the foregoing, each reference to a “Guarantor” and/or “Guarantors”
in the Guaranty shall be deemed to include each of the undersigned.



     SECTION 2. Representations. Each of the undersigned hereby represents and warrants
that this Supplement has been duly authorized, executed and delivered by it and that this
Supplement and the Guaranty constitute the legal, valid and binding obligation of such undersigned,
enforceable against it in accordance with its terms.



     SECTION 3. Full Force of Guaranty. Except as expressly supplemented hereby, the
Guaranty shall remain in full force and effect in accordance with its terms.



     SECTION 4. Severability. Wherever possible each provision of this Supplement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Supplement shall be prohibited by or invalid under such law, such provision



Supplement
to Guaranty Agreement





 









 








     shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Supplement or the Guaranty.



     SECTION 5. Indemnity; Fees and Expenses, etc. Without limiting the provisions of any
other Loan Document, each of the undersigned agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses incurred in connection with this Supplement, including reasonable
attorney’s fees and expenses of the Administrative Agent’s counsel.



     SECTION
6. Governing Law, Entire Agreement etc. THIS SUPPLEMENT WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This
Supplement and the other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter thereof and supersede any prior agreements, written or
oral, with respect thereto.



     SECTION 7. Counterparts. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



Supplement
to Guaranty Agreement




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     IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be duly executed
and delivered by its Authorized Officer as of the date first above written.



	 	 	 	 	 
	 	 	ATX COMMUNICATIONS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CORECOMM-ATX, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	ATX LICENSING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	ATX TELECOMMUNICATIONS SERVICES OF
	 	 	     VIRGINIA, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CORECOMM SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






Supplement
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	 	 	CORECOMM COMMUNICATIONS, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CORECOMM NEWCO, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	FCC HOLDCO I, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CORECOMM-VOYAGER, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






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	 	 	CORECOMM INTERNET GROUP, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	VOYAGER INFORMATION NETWORKS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL ILLINOIS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL INDIANA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL MARYLAND, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






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to Guaranty Agreement





 









 








	 	 	 	 	 
	 	 	CCL HISTORICAL MASSACHUSETTS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL MICHIGAN, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL MISSOURI, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL NEW JERSEY INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL NEW YORK, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






Supplement
to Guaranty Agreement





 









 








	 	 	 	 	 
	 	 	CCL HISTORICAL OHIO, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL PENNSYLVANIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL RHODE ISLAND, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL VERMONT, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






	 	 	 	 	 
	 	 	CCL HISTORICAL WEST VIRGINIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






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	 	 	CORTELYOU COMMUNICATIONS CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Corey Rinker
	 

	 	 	 	 
	 

	 	 	 	Name: Corey Rinker
	 

	 	 	 	Title: Assistant Secretary






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ACCEPTED AND AGREED FOR ITSELF

AND ON BEHALF OF THE SECURED PARTIES:




 




THE CIT GROUP/BUSINESS CREDIT, INC.,

     as Administrative Agent




	 	 	 	 	 
	By

	 	/s/ Cyntra A. Trani	 	 
	 

	 	 

Name: Cyntra A. Trani
	 	 
	 

	 	Title: Senior Vice President	 	 






Supplement to Guaranty Agreement