FAIRPOINT COMMUNICATIONS INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>a2086426zex-10_8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
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                                                                    EXHIBIT 10.8


                      SEVENTH AMENDMENT TO CREDIT AGREEMENT


            SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
July 25, 2002, among FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD Communications,
Inc.), a Delaware corporation (the "Borrower"), the lenders from time to time
party to the Credit Agreement referred to below (the "Lenders"), WACHOVIA BANK,
NATIONAL ASSOCIATION (f/k/a First Union National Bank), as Documentation Agent
(the "Documentation Agent"), BANK OF AMERICA, N.A. (f/k/a Bank of America
National Trust and Savings Association, successor by merger to Bank of America,
N.A. f/k/a Nationsbank, N.A. successor by merger to Nationsbank of Texas, N.A.),
as Syndication Agent (the "Syndication Agent") and DEUTSCHE BANK TRUST COMPANY
AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (the
"Administrative Agent" and, together with the Documentation Agent and the
Syndication Agent, collectively, the "Agents"). Unless otherwise indicated, all
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.

                             W I T N E S S E T H:

            WHEREAS, the Borrower, the Lenders and the Agents are parties to a
Credit Agreement, dated as of March 30, 1998 (as amended, modified or
supplemented to but not including the date hereof, the "Credit Agreement"); and

            WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement as herein provided;

            NOW, THEREFORE, it is agreed:

I.    AMENDMENTS TO CREDIT AGREEMENT.


            1. Section 1.01(c) of the Credit Agreement is hereby amended by
inserting the text "that amount which, when added to such Lender's Percentage of
Letter of Credit Outstandings at such time, equals" immediately preceding the
text "the Revolving Commitment" in clause (iv) of said Section.

            2. Section 1.03(b) of the Credit Agreement is hereby amended by (i)
inserting the text "and the Letter of Credit Issuer" immediately following the
first reference to the "Administrative Agent" in said Section, (ii) inserting
the text "or the Letter of Credit Issuer, as the case may be," immediately
following the second reference to the "Administrative Agent" in said Section,
(iii) inserting the text "or the Letter of Credit Issuer's" immediately
following the text "Administrative Agent's" in the second sentence of said
Section and (iv) inserting the text
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"or the Letter of Credit Issuer, as the case may be" immediately preceding the
period at the end of said Section.

            3. Section 1.11(b) of the Credit Agreement is hereby amended by
inserting the reference ", 1A.06" immediately following the reference to "1.11"
in each instance where it appears in said Section.

            4. Section 1.12 of the Credit Agreement is hereby amended by (i)
inserting the reference ", 1A.06" immediately following the reference "1.10(c)"
appearing in the first sentence of said Section and (ii) inserting the reference
", 1A.06" immediately following the reference to "Section 1.10" in the second
sentence of said Section.

            5. Section 1.13 of the Credit Agreement is hereby amended by (i)
inserting the reference ", Section 1A.06" immediately following the reference to
"Section 1.10(c)" appearing in clause (x) of said Section and (ii) deleting the
proviso appearing in the first sentence of said Section and inserting the
following text in lieu thereof:

             "provided that (i) at the time of any replacement pursuant to this
      Section 1.13, the Replacement Lender shall enter into one or more
      Assignment Agreements pursuant to Section 11.04(b) (and with all fees
      payable pursuant to said Section 11.04(b) to be paid by the Replacement
      Lender) pursuant to which the Replacement Lender shall acquire all of the
      Commitments and outstanding Loans of the Replaced Lender and, in
      connection therewith, shall pay to (x) the Replaced Lender an amount equal
      to the sum of (A) an amount equal to the principal of, and all accrued and
      unpaid interest on, all outstanding Loans of the Replaced Lender, and of
      all Unpaid Drawings to the extent such Lender funded its share thereof as
      provided in Section 1A.05, and (B) an amount equal to all accrued and
      unpaid Fees owing to the Replaced Lender pursuant to Section 2.01, and (y)
      the Letter of Credit Issuer the portion, if any, of any payment made by it
      under any Letter of Credit that was required to be funded by the Replaced
      Lender if not reimbursed by the Borrower and not funded by the Replaced
      Lender and (ii) all obligations of the Borrower owing to the Replaced
      Lender (other than those specifically described in clause (i) above in
      respect of which the assignment purchase price has been, or is
      concurrently being, paid) shall be paid in full to such Replaced Lender by
      the Borrower concurrently with such replacement."

            6. The Credit Agreement is hereby further amended by inserting the
following new Section 1A immediately following the end of Section 1.14 thereof:

            "SECTION 1A. LETTERS OF CREDIT.

            1A.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
      conditions herein set forth, the Borrower may request that a Letter of
      Credit Issuer at any time and from time to time on or after the Seventh
      Amendment Effective Date and prior to the date which is thirty Business
      Days prior to the AF/RF Maturity Date issue, for the account of the
      Borrower and in support of such obligations of the Borrower and/or its
      Subsidiaries that are incurred in the ordinary course of business or are
      acceptable to the Administrative Agent and, subject to and upon the terms
      and conditions herein set forth,


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      such Letter of Credit Issuer agrees to issue from time to time,
      irrevocable standby letters of credit (each such letter of credit, a
      "Letter of Credit" and, collectively, the "Letters of Credit") denominated
      in U.S. dollars and issued on a sight basis, in such form as may be
      approved by such Letter of Credit Issuer and the Administrative Agent.

            (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
      issued if after giving effect thereto (x) the Letter of Credit
      Outstandings would exceed $5 million or (y) the sum of all Letter of
      Credit Outstandings (less any portion thereof subject to Section 1A.01(c)
      Arrangements) and the then aggregate outstanding principal amount of all
      Revolving Loans made by Non-Defaulting Lenders would exceed the Adjusted
      Total Revolving Commitment at such time and (ii) each Letter of Credit
      shall have an expiry date occurring not later than one year after such
      Letter of Credit's date of issuance, provided that any such Letter of
      Credit may be extendible for successive periods of up to one year on terms
      acceptable to the Letter of Credit Issuer and in no event shall any Letter
      of Credit have an expiry date occurring later than ten Business Days prior
      to the AF/RF Maturity Date.

            (c) Notwithstanding the foregoing, in the event a Lender Default
      exists, the Letter of Credit Issuer shall not be required to issue any
      Letter of Credit unless the Letter of Credit Issuer has entered into
      arrangements satisfactory to it and the Borrower ("Section 1A.01(c)
      Arrangements") to eliminate the Letter of Credit Issuer's risk with
      respect to the participation in Letters of Credit of the Defaulting Lender
      or Lenders, which may include requiring that the Borrower cash
      collateralize such Defaulting Lender's or Lenders' Percentage of the
      Letter of Credit Outstandings.

            1A.02 MINIMUM STATED AMOUNT. The initial Stated Amount of each
      Letter of Credit shall be not less than $100,000 or such lesser amount
      acceptable to the Letter of Credit Issuer.

            1A.03 LETTER OF CREDIT REQUESTS; NOTICES OF Issuance. (a) Whenever
      it desires that a Letter of Credit be issued, the Borrower shall give the
      Administrative Agent and the Letter of Credit Issuer written notice (which
      may include by way of facsimile transmission) in the form of Exhibit M
      hereto prior to 1:00 P.M. (New York time) at least three Business Days (or
      such shorter period as may be acceptable to the Letter of Credit Issuer)
      prior to the proposed date of issuance (which shall be a Business Day)
      (each, a "Letter of Credit Request"), which Letter of Credit Request shall
      include any documents that the Letter of Credit Issuer customarily
      requires in connection therewith.

            (b) Each Letter of Credit Issuer shall, promptly after each issuance
      or amendment of a Letter of Credit by it, notify the Administrative Agent
      and the Borrower in writing of such issuance or amendment, and such notice
      shall be accompanied by a copy of such issuance or amendment. After
      receipt of such notice, the Administrative Agent shall notify each RF
      Lender, in writing, of such issuance or amendment, and if any RF Lender
      shall so request, the Administrative Agent shall provide such RF Lender
      with a copy of such issuance or amendment.


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            1A.04 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
      hereby agrees to reimburse the Letter of Credit Issuer, by making payment
      to the Administrative Agent at the Payment Office, for any payment or
      disbursement made by the Letter of Credit Issuer under any Letter of
      Credit (each such amount so paid or disbursed until reimbursed, an "Unpaid
      Drawing") immediately after, and in any event on the date on which the
      Borrower is notified by the Letter of Credit Issuer of such payment or
      disbursement with interest on the amount so paid or disbursed by the
      Letter of Credit Issuer, to the extent not reimbursed prior to 3:00 P.M.
      (New York time) on the date of such payment or disbursement, from and
      including the date paid or disbursed to but not including the date the
      Letter of Credit Issuer is reimbursed therefor at a rate per annum which
      shall be the Applicable Base Rate Margin plus the Base Rate as in effect
      from time to time (plus an additional 2% per annum if not reimbursed by
      the third Business Day after the date of such notice of payment or
      disbursement), such interest also to be payable on demand.

            (b) The Borrower's obligation under this Section 1A.04 to reimburse
      the Letter of Credit Issuer with respect to Unpaid Drawings (including, in
      each case, interest thereon) shall be absolute and unconditional under any
      and all circumstances and irrespective of any setoff, counterclaim or
      defense to payment which the Borrower may have or have had against the
      Letter of Credit Issuer, the Administrative Agent or any Lender,
      including, without limitation, any defense based upon the failure of any
      drawing under a Letter of Credit to conform to the terms of the Letter of
      Credit or any non-application or misapplication by the beneficiary of the
      proceeds of such drawing; provided, however, that the Borrower shall not
      be obligated to reimburse the Letter of Credit Issuer for any wrongful
      payment made by the Letter of Credit Issuer under a Letter of Credit as a
      result of acts or omissions constituting willful misconduct or gross
      negligence on the part of the Letter of Credit Issuer as determined by a
      final judgment issued by a court of competent jurisdiction.

            1A.05 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
      issuance by the Letter of Credit Issuer of any Letter of Credit, the
      Letter of Credit Issuer shall be deemed to have sold and transferred to
      each other RF Lender, and each such RF Lender (each, a "Participant")
      shall be deemed irrevocably and unconditionally to have purchased and
      received from such Letter of Credit Issuer, without recourse or warranty,
      an undivided interest and participation, to the extent of such
      Participant's Percentage, in such Letter of Credit, each substitute letter
      of credit, each drawing made thereunder and the obligations of the
      Borrower under this Agreement with respect thereto (although the Letter of
      Credit Fee shall be payable directly to the Administrative Agent for the
      account of the RF Lenders as provided in Section 2.01(g) and the
      Participants shall have no right to receive any portion of any Facing
      Fees) and any security therefor or guaranty pertaining thereto. Upon any
      change in the Revolving Commitments pursuant to Section 1.13 or 11.04(b),
      it is hereby agreed that, with respect to all outstanding Letters of
      Credit and Unpaid Drawings, there shall be an automatic adjustment to the
      participations pursuant to this Section 1A.05 to reflect the new
      Percentages of the RF Lenders.

            (b) In determining whether to pay under any Letter of Credit, the
      Letter of Credit Issuer shall not have any obligation relative to the
      Participants other than to deter-


                                      -4-
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      mine that any documents required to be delivered under such Letter of
      Credit have been delivered and that they substantially comply on their
      face with the requirements of such Letter of Credit. Any action taken or
      omitted to be taken by the Letter of Credit Issuer under or in connection
      with any Letter of Credit if taken or omitted in the absence of gross
      negligence or willful misconduct as determined by a final judgment issued
      by a court of competent jurisdiction shall not create for the Letter of
      Credit Issuer any resulting liability.

            (c) In the event that the Letter of Credit Issuer makes any payment
      under any Letter of Credit and the Borrower shall not have reimbursed such
      amount in full to the Letter of Credit Issuer pursuant to Section
      1A.04(a), the Letter of Credit Issuer shall promptly notify the
      Administrative Agent, and the Administrative Agent shall promptly notify
      each Participant of such failure, and each Participant shall promptly and
      unconditionally pay to the Administrative Agent for the account of the
      Letter of Credit Issuer, the amount of such Participant's Percentage of
      such payment in U.S. dollars and in same day funds; PROVIDED, HOWEVER,
      that no Participant shall be obligated to pay to the Administrative Agent
      its Percentage of such unreimbursed amount for any wrongful payment made
      by the Letter of Credit Issuer under a Letter of Credit as a result of
      acts or omissions constituting willful misconduct or gross negligence on
      the part of the Letter of Credit Issuer as determined by a final judgment
      issued by a court of competent jurisdiction. If the Administrative Agent
      so notifies any Participant required to fund an Unpaid Drawing under a
      Letter of Credit prior to 1:00 P.M. (New York time) on any Business Day,
      such Participant shall make available to the Administrative Agent for the
      account of the Letter of Credit Issuer such Participant's Percentage of
      the amount of such payment on such Business Day in same day funds. If and
      to the extent such Participant shall not have so made its Percentage of
      the amount of such Unpaid Drawing available to the Administrative Agent
      for the account of the Letter of Credit Issuer, such Participant agrees to
      pay to the Administrative Agent for the account of the Letter of Credit
      Issuer, forthwith on demand such amount, together with interest thereon,
      for each day from such date until the date such amount is paid to the
      Administrative Agent for the account of the Letter of Credit Issuer at the
      overnight Federal Funds Effective Rate. The failure of any Participant to
      make available to the Administrative Agent for the account of the Letter
      of Credit Issuer its Percentage of any Unpaid Drawing under any Letter of
      Credit shall not relieve any other Participant of its obligation hereunder
      to make available to the Administrative Agent for the account of the
      Letter of Credit Issuer its Percentage of any payment under any Letter of
      Credit on the date required, as specified above, but no Participant shall
      be responsible for the failure of any other Participant to make available
      to the Administrative Agent for the account of the Letter of Credit Issuer
      such other Participant's Percentage of any such payment.

            (d) Whenever the Letter of Credit Issuer receives a payment of a
      reimbursement obligation (including interest on Unpaid Drawings) as to
      which the Administrative Agent has received for the account of the Letter
      of Credit Issuer any payments from any Participant pursuant to clause (c)
      above, the Letter of Credit Issuer shall pay to the Administrative Agent
      and the Administrative Agent shall promptly pay to each Participant which
      has paid its Percentage thereof, in U.S. dollars and in same day funds, an
      amount equal to such Participant's Percentage of the amount of the payment
      of


                                      -5-
<Page>

      such reimbursement obligation, including interest paid thereon to the
      extent accruing after the purchase of the respective participations.

            (e) The obligations of the Participants to make payments to the
      Administrative Agent for the account of the Letter of Credit Issuer with
      respect to Letters of Credit shall be irrevocable and not subject to
      counterclaim, set-off or other defense or any other qualification or
      exception whatsoever (provided that no Participant shall be required to
      make payments resulting from the Administrative Agent's gross negligence
      or willful misconduct as determined by a final judgment issued by a court
      of competent jurisdiction) and shall be made in accordance with the terms
      and conditions of this Agreement under all circumstances, including,
      without limitation, any of the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
            or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or other
            right which the Borrower or any of its Subsidiaries may have at any
            time against a beneficiary named in a Letter of Credit, any
            transferee of any Letter of Credit (or any Person for whom any such
            transferee may be acting), the Administrative Agent, the Letter of
            Credit Issuer, any Lender or other Person, whether in connection
            with this Agreement, any Letter of Credit, the transactions
            contemplated herein or any unrelated transactions (including any
            underlying transaction between the Borrower and the beneficiary
            named in any such Letter of Credit);

                  (iii) any draft, certificate or other document presented under
            the Letter of Credit proving to be forged, fraudulent, invalid or
            insufficient in any respect or any statement therein being untrue or
            inaccurate in any respect;

                  (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of any of the Credit
            Documents; or

                  (v) the occurrence of any Default or Event of Default.

            (f) To the extent the Letter of Credit Issuer is not indemnified by
      the Borrower, the Participants will reimburse and indemnify the Letter of
      Credit Issuer, in proportion to their respective Percentages, for and
      against any and all liabilities, obligations, losses, damages, penalties,
      claims, actions, judgments, costs, expenses or disbursements of whatsoever
      kind or nature which may be imposed on, asserted against or incurred by
      the Letter of Credit Issuer in performing its respective duties in any way
      relating to or arising out of its issuance of Letters of Credit; provided
      that no Participants shall be liable for any portion of such liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements resulting from the Letter of Credit Issuer's
      gross negligence or willful misconduct as determined by a final judgment
      issued by a court of competent jurisdiction.

            1A.06 INCREASED COSTS. If at any time after the Seventh Amendment
      Effective Date, the adoption or effectiveness of any applicable law, rule
      or regulation, or any


                                      -6-
<Page>

      change therein, or any change in the interpretation or administration
      thereof by any governmental authority, central Lender or comparable agency
      charged with the interpretation or administration thereof, or compliance
      by the Letter of Credit Issuer or any Participant with any request or
      directive (whether or not having the force of law) by any such authority,
      central Lender or comparable agency shall either (i) impose, modify or
      make applicable any reserve, deposit, capital adequacy or similar
      requirement against Letters of Credit issued by the Letter of Credit
      Issuer or such Participant's participation therein, or (ii) shall impose
      on the Letter of Credit Issuer or any Participant any other conditions
      affecting this Agreement, any Letter of Credit or such Participant's
      participation therein; and the result of any of the foregoing is to
      increase the cost to the Letter of Credit Issuer or such Participant of
      issuing, maintaining or participating in any Letter of Credit, or to
      reduce the amount of any sum received or receivable by the Letter of
      Credit Issuer or such Participant hereunder (other than any increased cost
      or reduction in the amount received or receivable resulting from the
      imposition of or a change in the rate of taxes or similar charges), then,
      upon demand to the Borrower by the Letter of Credit Issuer or such
      Participant (a copy of which notice shall be sent by the Letter of Credit
      Issuer or such Participant to the Administrative Agent), the Borrower
      shall pay to the Letter of Credit Issuer or such Participant such
      additional amount or amounts as will compensate the Letter of Credit
      Issuer or such Participant for such increased cost or reduction. A
      certificate submitted to the Borrower by the Letter of Credit Issuer or
      such Participant, as the case may be (a copy of which certificate shall be
      sent by the Letter of Credit Issuer or such Participant to the
      Administrative Agent), setting forth the basis for the determination of
      such additional amount or amounts necessary to compensate the Letter of
      Credit Issuer or such Participant as aforesaid shall be conclusive and
      binding on the Borrower absent manifest error, although the failure to
      deliver any such certificate shall not release or diminish any of the
      Borrower's obligations to pay additional amounts pursuant to this Section
      1A.06 upon the subsequent receipt thereof."

            7. Section 2.01 of the Credit Agreement is hereby amended by
inserting the following new clauses (g), (h) and (i) immediately following
clause (f) thereof:

            "(g) So long as any Letter of Credit is outstanding and has not been
      fully collateralized pursuant to Section 3.02(A)(a)(i) and/or Section 8,
      the Borrower agrees to pay to the Administrative Agent, for the account of
      each Non-Defaulting Lender, PRO RATA on the basis of their respective
      Percentages, a fee in respect of each Letter of Credit (the "Letter of
      Credit Fee") computed for each day at a per annum rate equal to the
      Applicable Eurodollar Margin for RF Loans on such day multiplied by the
      Stated Amount of all Letters of Credit outstanding on such day (less any
      amount thereof as to which Section 1A.02 arrangements are in place).
      Accrued Letter of Credit Fees shall be due and payable quarterly in
      arrears on the last Business Day of each calendar quarter.

            (h) So long as any Letter of Credit is outstanding and has not been
      fully collateralized pursuant to Section 3.02(A)(a)(i) and/or Section 8,
      the Borrower agrees to pay to the Letter of Credit Issuer a fee in respect
      of each Letter of Credit issued by it (the "Facing Fee") computed for each
      day at the rate of 0.25% per annum on the Stated Amount of all such
      Letters of Credit outstanding on such day provided that there will be a
      minimum Facing Fee per year for each Letter of Credit of $500 (which is
      not an


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      additional fee). Accrued Facing Fees shall be due and payable quarterly in
      arrears on the last Business Day of each calendar quarter.

            (i) The Borrower agrees to pay directly to the Letter of Credit
      Issuer upon each issuance of, payment under, and/or amendment of, a Letter
      of Credit such amount, if any, as shall at the time of such issuance,
      payment or amendment be the administrative charge which the Letter of
      Credit Issuer is customarily charging for issuances of, payments under or
      amendments of, letters of credit issued by it."

            8. Section 3.02(A)(a)(i) of the Credit Agreement is hereby amended
by (i) inserting the text "and the Letter of Credit Outstandings (less any
amount thereof as to which Section 1A.01(c) Arrangements are in place)"
immediately following the first reference to "Non-Defaulting Lenders" in said
Section and (ii) inserting the following new sentence at the end of said
Section:

      "If, after giving effect to such repayment, the Letter of Credit
      Outstandings (less any amount thereof as to which Section 1A.01(c)
      Arrangements are in place) exceeds the Adjusted Total Revolving Commitment
      then in effect, the Borrower shall pay to the Collateral Agent an amount
      in cash and/or Cash Equivalents equal to such excess and the Collateral
      Agent shall hold such payment as security for the obligations of the
      Borrower in respect of Letters of Credit pursuant to a cash collateral
      agreement to be entered into in form and substance reasonably satisfactory
      to the Collateral Agent (which shall permit certain investments in Cash
      Equivalents reasonably satisfactory to the Collateral Agent, until all
      proceeds are applied to such secured obligations or until all Letters of
      Credit so secured expire undrawn, at which time such amount shall be
      returned to the Borrower)."

            9. Section 4.03 of the Credit Agreement is hereby amended by (i)
inserting the text ", and of the Letter of Credit Issuer to issue Letters of
Credit," immediately preceding the text "is subject" appearing in the
introductory clause of said Section; (ii) inserting the text "and the issuance
of each such Letter of Credit" immediately following the text "the making of
each such Loan" appearing in said introductory clause; (iii) inserting the text
"or a Letter of Credit Request meeting the requirements of Section 1A.03"
immediately preceding the period at the end of clause (a) of said Section; (iv)
inserting the text "and/or the issuance of each Letter of Credit" immediately
after the text "each Loan" in the penultimate sentence of said Section; and (v)
inserting the text "and all Letters of Credit" after the text "(in the case of
all Loans" in said penultimate sentence.

            11. Section 8 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (ii) of the paragraph at
the end of said Section and (ii) and inserting the following text immediately
preceding the period at the end of said paragraph:

      "(iv) terminate any Letter of Credit which may be terminated in accordance
      with its terms; and (v) direct the Borrower to pay (and the Borrower
      hereby agrees upon receipt of such notice, or upon the occurrence of any
      Event of Default specified in Section 8.05 in respect of the Borrower, it
      will pay) to the Collateral Agent at the Payment Office such additional
      amounts of cash and/or Cash Equivalents, to be held in a cash collateral
      account as security for the Borrower's reimbursement obligations in
      respect of Letters of


                                      -8-
<Page>

      Credit then outstanding equal to the aggregate Stated Amount of all
      Letters of Credit then outstanding (less any amount thereof as to which
      Section 1A.01(c) Arrangements are in place)."

            12. The definition of "Lender Default" appearing in Section 9 of the
Credit Agreement is hereby amended by (i) inserting the text "or a reimbursement
of an Unpaid Drawing" immediately following the text "incurrence of Loans"
appearing in clause (i) of said definition and (ii) inserting the reference "or
1A.05" immediately following the reference to "Section 1.01" appearing in clause
(ii) of said definition.

            13. Section 9 of the Credit Agreement is hereby further amended by
(i) deleting the definition of "BTCo" and (ii) inserting the following new
defined terms in the appropriate alphabetical order:

            "DBTCA" shall mean Deutsche Bank Trust Company Americas.

            "Letter of Credit" shall have the meaning provided in Section
      1A.01(a).

            "Letter of Credit Fee" shall have the meaning provided in Section
      2.01(g).

            "Letter of Credit Issuer" shall mean (i) DBTCA or, if designated by
      DBTCA, any of DBTCA's Affiliates and (ii) each other Lender, if any, as
      requested by the Borrower to the extent agreed by such other Lender and
      the Administrative Agent.

            "Letter of Credit Outstandings" shall mean, at any time, the sum of,
      without duplication, (i) the aggregate Stated Amount of all outstanding
      Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in
      respect of all Letters of Credit.

            "Letter of Credit Request" shall have the meaning provided in
      Section 1A.03(a).

            "Percentage" shall mean at any time for each RF Lender, the
      percentage obtained by dividing such Lender's Revolving Commitment by the
      Total Revolving Commitment provided that if the Total Revolving Commitment
      has been terminated, the Percentage of each RF Lender shall be determined
      by dividing such RF Lender's Revolving Commitment immediately prior to
      such termination by the Total Revolving Commitment immediately prior to
      such termination.

            "Section 1A.01(c) Arrangements" shall have the meaning provided in
      Section 1A.01(c).

            "Seventh Amendment" means the Seventh Amendment to this Agreement,
      dated as of July 25, 2002.

            "Seventh Amendment Effective Date" shall have the meaning provided
      in the Seventh Amendment.


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            "Stated Amount" shall mean, with respect to any Letter of Credit at
      any time, the maximum available to be drawn thereunder at such time
      (regardless of whether any conditions for drawing could then be met).

            "Unpaid Drawing" shall have the meaning provided in Section 1A.04.

            14. The Credit Agreement is hereby further amended by deleting each
reference to "BTCo" contained therein and inserting "DBTCA" in lieu thereof.

            15. The Credit Agreement is hereby further amended by adding new
Exhibit M thereto in the form of Exhibit M attached hereto.

II.   MISCELLANEOUS PROVISIONS.

            1. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that:

            (a) no Default or Event of Default exists as of the Seventh
      Amendment Effective Date, both before and after giving effect to this
      Amendment; and

            (b) all of the representations and warranties contained in the
      Credit Agreement or the other Credit Documents are true and correct in all
      material respects on the Seventh Amendment Effective Date, both before and
      after giving effect to this Amendment, with the same effect as though such
      representations and warranties had been made on and as of the Seventh
      Amendment Effective Date (it being understood that any representation or
      warranty made as of a specific date shall be true and correct in all
      material respects only as of such specific date).

            2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

            3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

            4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

            5. This Amendment shall become effective on the date (the "Seventh
Amendment Effective Date") when the Borrower, the Required AF/RF Lenders and the
Required TF Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at its Notice Office.


                                      -10-
<Page>

            6. From and after the Seventh Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.

                                      * * *


                                      -11-
<Page>

            IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


                                       FAIRPOINT COMMUNICATIONS, INC. (f/k/a
                                          MJD Communications, Inc.)


                                       By: /s/ TIMOTHY W. HENRY
                                          --------------------------------------
                                          Name: Timothy W. Henry
                                          Title: Vice President of
                                          Finance & Treasurer


                                       DEUTSCHE BANK TRUST COMPANY AMERICAS
                                          (f/k/a Bankers Trust Company),
                                          Individually and as Administrative
                                          Agent


                                       By: /s/ ANCA TRIFAN
                                          --------------------------------------
                                          Name: Anca Trifan
                                          Title: Director


                                       BANK OF AMERICA, N.A., Individually
                                          and as Syndication Agent


                                       By: /s/ PAMELA S. KURTZMAN
                                          --------------------------------------
                                          Name: Pamela S. Kurtzman
                                          Title: Principal


                                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                          (f/k/a First Union National Bank),
                                          Individually and as Documentation
                                          Agent


                                       By: /s/ NICHOLAS A.J. HAHN
                                          --------------------------------------
                                          Name: Nicholas A.J. Hahn
                                          Title: Vice President
<Page>


                                       COBANK, ACB


                                       By: /s/ RICK FREEMAN
                                          --------------------------------------
                                          Name: Rick Freeman
                                          Title: Vice President


                                       MORGAN STANLEY DEAN WITTER PRIME
                                          INCOME TRUST


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       HELLER FINANCIAL, INC.


                                       By: /s/  KARL KIEFFER
                                          --------------------------------------
                                          Name: Karl Kieffer
                                          Title: Duly Authorized
                                          Signatory


                                       UNION BANK OF CALIFORNIA, N.A.


                                       By: /s/  CRAIG CAPPAR
                                          --------------------------------------
                                          Name: Craig Cappar
                                          Title: Assistant Vice President


                                       CENTURA BANK


                                       By: /s/ JOHN A. KRUSOL
                                          --------------------------------------
                                          Name: John A. Krusol
                                          Title: Senior Vice President


                                       THE CIT GROUP/EQUIPMENT FINANCING, INC.
<Page>

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       FLEET NATIONAL BANK


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       FORTIS CAPITAL CORP. (f/k/a
                                          MEESPIERSON CAPITAL CORP.)


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       SENIOR DEBT PORTFOLIO
                                          By: BOSTON MANAGEMENT AND RESEARCH,
                                          as Investment Manger


                                       By: /s/ SCOTT H. PAGE
                                          --------------------------------------
                                          Name: Scott H. Page
                                          Title: Vice President


                                       THE TRAVELERS INSURANCE COMPANY


                                       By: /s/ ALLEN R. CANTRELL
                                          --------------------------------------
                                          Name: Allen R. Cantrell
                                          Title: Investment Officer
<Page>

                                       OXFORD STRATEGIC INCOME FUND
                                          By:  Eaton Vance Management as
                                          Investment Advisor


                                       By: /s/ SCOTT H. PAGE
                                          --------------------------------------
                                          Name: Scott H. Page
                                          Title: Vice President


                                       GENERAL ELECTRIC CAPITAL CORPORATION


                                       By: /s/  KARL KIEFFER
                                          --------------------------------------
                                          Name: Karl Kieffer
                                          Title: Duly Authorized
                                          Signatory


                                       U.S. BANK NATIONAL ASSOCIATION (f/k/a
                                          FIRSTAR BANK, N.A.)


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       NATIONAL CITY BANK


                                       By: /s/ ELIZABETH A. BROSKY
                                          --------------------------------------
                                          Name:  Elizabeth A. Brosky
                                          Title: Vice President


                                       EATON VANCE SENIOR INCOME TRUST
                                          By:  Eaton Vance Management as
                                          Investment Advisor


                                       By: /s/ SCOTT H. PAGE
                                          --------------------------------------
                                          Name: Scott H. Page
                                          Title: Vice President
<Page>

                                       EATON VANCE INSTITUTIONAL SENIOR LOAN
                                          FUND
                                          By:  Eaton Vance Management as
                                          Investment Advisor


                                       By: /s/ SCOTT H. PAGE
                                          --------------------------------------
                                          Name: Scott H. Page
                                          Title: Vice President


                                       GRAYSON & CO
                                          By: Boston Management and Research
                                          as Investment Advisor


                                       By: /s/ SCOTT H. PAGE
                                          --------------------------------------
                                          Name: Scott H. Page
                                          Title: Vice President


                                       IBM CREDIT CORP.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       HIGHLAND LOAN FUNDING V LTD.
                                          By:  Highland Capital Management,
                                          L.P. as Collateral Manager


                                       By: /s/ MARK K. OKADA, CFA
                                          --------------------------------------
                                          Name: Mark K. Okada, CFA
                                          Title: Executive Vice President


                                       ELF FUNDING TRUST I
                                          By:  Highland Capital Management,
                                          L.P. as Collateral Manager


                                       By: /s/ MARK K. OKADA, CFA
                                          --------------------------------------
                                          Name: Mark K. Okada, CFA
                                          Title: Executive Vice President
<Page>

                                       HIGHLAND LEGACY LIMITED
                                          By:  Highland Capital Management,
                                          L.P. as Collateral Manager


                                       By: /s/ MARK K. OKADA, CFA
                                          --------------------------------------
                                          Name: Mark K. Okada, CFA
                                          Title: Executive Vice President


                                       KZH PAMCO LLC


                                       By: /s/ SUSAN LEE
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent


                                       KZH HIGHLAND-2 LLC


                                       By: /s/ SUSAN LEE
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent


                                       MUIRFIELD TRADING LLC


                                       By: /s/ ANN E. MORRIS
                                          --------------------------------------
                                          Name: Ann E. Morris
                                          Title: Assistant Vice President


                                       OLYMPIC FUNDING TRUST SERIES 1999-1


                                       By: /s/ ANN E. MORRIS
                                          --------------------------------------
                                          Name: Ann E. Morris
                                          Title: Assistant Vice President


                                       SEQUILS-CUMBERLAND I, LTD.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<Page>

                                       JISSEKIKUN FUNDING, LTD.
                                          By:  Pacific Investment Management
                                          Company as its Investment Advisor


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       COLUMBUS LOAN FUNDING LTD.
                                          By:  Travelers Asset Management
                                          International Company LLC


                                       By: /s/ ALLEN R. CANTRELL
                                          --------------------------------------
                                          Name: Allen R. Cantrell
                                          Title: Investment Officer


                                       TRAVELERS CORPORATE LOAN FUND, INC.
                                          By:  Travelers Asset Management
                                          International Company LLC


                                       By: /s/ ALLEN R. CANTRELL
                                          --------------------------------------
                                          Name: Allen R. Cantrell
                                          Title: Investment Officer
<Page>

                                                                       Exhibit M


                        FORM OF LETTER OF CREDIT REQUEST


                                                 Dated ___________ ____, 200_(1)


Deutsche Bank Trust Company Americas
  as Administrative Agent under the
  Credit Agreement referred to below
31 West 52nd Street
New York, New York 10019

Attention:  __________________

[Insert Name and Address of
Letter of Credit Issuer](2)

Ladies and Gentlemen:

            The undersigned, FairPoint Communications, Inc. (the "Borrower"),
refers to the Credit Agreement, dated as of March 30, 1998 (as amended, modified
or supplemented from time to time, the "Credit Agreement"; the capitalized terms
defined therein being used herein as therein defined), among the Borrower, the
lenders from time to time party thereto (the "Lenders") and Deutsche Bank Trust
Company Americas, as Administrative Agent.

            The undersigned hereby requests that [insert name of Letter of
Credit Issuer] issue a Letter of Credit for the account of the undersigned on
_____________ ___, _____ (the "Date of Issuance") in the aggregate Stated Amount
of $________.

            The beneficiary of the requested Letter of Credit will be
_________________,(3) and such Letter of Credit will be in support of
_____________________(4) and will have a stated expiration date of
____________.(5)


--------
(1) Shall be prior to 1:00 p.m. (New York Time) at least three Business Days
    prior to the proposed Date of Issuance (or such shorter period as may be
    acceptable to the Letter of Credit Issuer).

(2) In the case of DBTCA as Letter of Credit Issuer, address is Global Loan
    Operations, Standby Letter of Credit Unit, 60 Wall Street, New York, NY
    10005 - MS NYC 60- 2708

(3) Insert name and address of beneficiary.

<Page>

                                                                       Exhibit M
                                                                          Page 2


            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the Date of Issuance:

            (A) the representations and warranties contained in the Credit
      Agreement and the other Credit Documents are and will be true and correct
      in all material respects, before and after giving effect to the issuance
      of the Letter of Credit requested hereby, as though made on the Date of
      Issuance, unless stated to relate to an earlier date, in which case such
      representations and warranties shall be true and correct in all material
      respects only as of such earlier date; and

            (B) no Default or Event of Default has occurred and is continuing,
      or would result after giving effect to the issuance of the Letter of
      Credit requested hereby.

            Copies of all documentation with respect to the supported
transaction are attached hereto.


                                       FAIRPOINT COMMUNICATIONS, INC.


                                       By:
                                          ------------------------------
                                          Name:
                                          Title:



--------
(...continued)

(4) Insert description of the supported obligations, name of agreement and/or
    the commercial transaction to which this Letter of Credit Request relates.

(5) Insert last date upon which drafts may be presented (which may not be later
    than the earlier of twelve months after the Date of Issuance or beyond the
    10th Business Day preceding the RF/AF Maturity Date).

</TEXT>
</DOCUMENT>
