Exhibit 10.21  FOURTEENTH AMENDMENT  This
FOURTEENTH AMENDMENT, dated as of August 30, 2010 (this Agreement),
to the Debtor-in-Possession Credit Agreement, dated as of October 27, 2009
(as amended prior to the date hereof, the Credit Agreement), by and
among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation and a debtor
and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as
hereinafter defined) (FairPoint), FAIRPOINT LOGISTICS, INC., a
South Dakota corporation and a debtor and debtor-in-possession under Chapter 11
of the Bankruptcy Code (Logistics; Logistics, together with FairPoint,
each a Borrower and, collectively, the Borrowers), the
lenders from time to time party thereto (the Lenders), and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, together with any
successor administrative agent, the Administrative Agent).  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.  WHEREAS,
the Borrowers have requested that the Administrative Agent and the Required
Lenders extend the Maturity Date.  NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:  SECTION 1.  
Amendments.  Subject to all
of the terms and conditions set forth herein,  1.1   Subsection 6.01(l) of the Credit Agreement is hereby
deleted and replaced with [Reserved].  1.2   The definition of Maturity Date set forth in Section 9
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:  Maturity Date shall
mean October 26, 2010.  SECTION 2.  
Conditions Precedent.  This
Agreement shall become effective on the date (the Effective Date) upon
which the Administrative Agent has received executed counterparts of this
Agreement duly executed by the Credit Parties, the Administrative Agent and the
Required Lenders.  SECTION 3.  
Representations and Warranties. 
After giving effect to this Agreement, the Credit Parties, jointly and
severally, reaffirm and restate the representations and warranties set forth in
the Credit Agreement and in the other Credit Documents (except to the extent
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date) and all such representations and
warranties shall be true and correct on the date hereof with the same force and
effect as if made on such date.  Each of
the Credit Parties represents and warrants (which representations and
warranties shall survive the execution and delivery hereof) to the
Administrative Agent and the Lenders that:


(a)           it has the company power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and the transactions
contemplated hereby and has taken or caused to be taken all necessary action to
authorize the execution, delivery and performance of this Agreement and the transactions
contemplated hereby;  (b)          no consent of any Person (including, without limitation,
any of its equity holders or creditors), and no action of, or filing with, any
governmental or public body or authority is required to authorize, or is
otherwise required in connection with, the execution, delivery and performance
of this Agreement;  (c)           this Agreement has been duly executed and delivered on its
behalf by a duly authorized officer, and constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, subject to
bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting the enforcement of creditors rights generally and the exercise of
judicial discretion in accordance with general principles of equity;  (d)           no Default or Event of Default shall have occurred and be
continuing; and  (e)           the execution, delivery and performance of this Agreement
will not violate any law, statute or regulation, or any order or decree of any
court or governmental instrumentality, or conflict with, or result in the
breach of, or constitute a default under, any contractual obligation of any
Credit Party or any of its Subsidiaries.  SECTION 4.  
Affirmation of Credit Parties. 
Each Credit Party hereby approves and consents to this Agreement and the
transactions contemplated by this Agreement, and affirms its obligations under
the Credit Documents to which it is a party. 
Each Subsidiary Guarantor agrees and affirms that its guarantee of the
Obligations continues to be in full force and effect and is hereby ratified and
confirmed in all respects and shall apply to (i) the Credit Agreement and
(ii) all of the other Credit Documents, as each of such are amended
(including this Agreement), restated, supplemented or otherwise modified from
time to time in accordance with their terms. 
Each Credit Party acknowledges and agrees that further extensions, if
any, of the Maturity Date are subject to the discretion of and require the
consent of all Lenders and, in any event, would be subject to such terms and
conditions (including, without limitation, the payment of fees) as the Lenders
may deem appropriate under the circumstances.  SECTION 5.  
Ratification.  (a)           Except as herein agreed, the Credit Agreement and the
other Credit Documents remain in full force and effect and are hereby ratified
and affirmed by the Credit Parties.  Each
of the Credit Parties hereby (i) confirms and agrees that the Borrowers
are truly and justly indebted to the Administrative Agent and the Lenders in
the aggregate amount of the Obligations without defense, counterclaim or offset
of any kind whatsoever, and (ii) reaffirms and admits the validity and
enforceability of the Credit Agreement and the other Credit Documents.  2


(b)                   This Agreement shall be limited precisely as
written and, except as expressly provided herein, shall not be deemed (i) to
be a consent granted pursuant to, or a waiver, modification or forbearance of,
any term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein or a waiver of any Default or Event of Default
under the Credit Agreement, whether or not known to the Administrative Agent or
any of the Lenders, or (ii) to prejudice any right or remedy which the
Administrative Agent or any of the Lenders may now have or have in the future
against any Person under or in connection with the Credit Agreement, any of the
instruments or agreements referred to therein or any of the transactions
contemplated thereby.  SECTION 6.  
Waivers; Amendments. 
Neither this Agreement, nor any provision hereof, may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Required Lenders.  SECTION 7.  
References.  All references
to the Credit Agreement, thereunder, thereof or words of like import in
the Credit Agreement or any other Credit Document and the other documents and
instruments delivered pursuant to or in connection therewith shall mean and be
a reference to the Credit Agreement as modified hereby and as each may in the
future be amended, restated, supplemented or modified from time to time.  SECTION 8.  
Counterparts.  This
Agreement may be executed by the parties hereto individually or in combination,
in one or more counterparts, each of which shall be an original and all of
which shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page by telecopier shall be effective as delivery of a manually
executed counterpart.  SECTION 9.  
Successors and Assigns. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.  SECTION 10.  
Severability.  If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or enforceability without in any
manner affecting the validity or enforceability of such provision in any other
jurisdiction or the remaining provisions of this Agreement in any jurisdiction.  SECTION 11.  
Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.  SECTION 12.  
Miscellaneous.  (a)   The parties hereto shall, at any time from time to time following
the execution of this Agreement, execute and deliver all such further
instruments and take all such further action as may be reasonably necessary or
appropriate in order to carry out the provisions of this Agreement.  3


(b)   The Credit Parties acknowledge and agree that this Agreement
constitutes a Credit Document and that the failure of any of the Credit Parties
to comply with the provisions of this Agreement shall constitute an Event of
Default.  SECTION 13.  
Headings.  Section headings
in this Agreement are included for convenience of reference only and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.  [The remainder of this page left
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[Signature Pages Omitted]