SUPPLEMENT TO GUARANTY AGREEMENT

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

2

     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/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CORECOMM-ATX, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		ATX LICENSING, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		ATX TELECOMMUNICATIONS SERVICES OF
		VIRGINIA, LLC
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CORECOMM SERVICES, LLC
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

Supplement to Guaranty Agreement

		CORECOMM COMMUNICATIONS, LLC
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CORECOMM NEWCO, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		FCC HOLDCO I, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CORECOMM-VOYAGER, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

Supplement to Guaranty Agreement

		CORECOMM INTERNET GROUP, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		VOYAGER INFORMATION NETWORKS, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL ILLINOIS, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL INDIANA, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL MARYLAND, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

Supplement to Guaranty Agreement

		CCL HISTORICAL MASSACHUSETTS, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL MICHIGAN, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL MISSOURI, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL NEW JERSEY INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL NEW YORK, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

Supplement to Guaranty Agreement

		CCL HISTORICAL OHIO, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL PENNSYLVANIA, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL RHODE ISLAND, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL VERMONT, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

		CCL HISTORICAL WEST VIRGINIA, INC.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

Supplement to Guaranty Agreement

		XXXXXXXXX COMMUNICATIONS CORP.
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Assistant Secretary

Supplement to Guaranty Agreement

ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:

THE CIT GROUP/BUSINESS CREDIT, INC.,
     as Administrative Agent

By		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Senior Vice President

Supplement to Guaranty Agreement