Exhibit 10.18  TWELFTH AMENDMENT  This
TWELFTH AMENDMENT, dated as of May 21, 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 amend certain provisions of the Credit Agreement.  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   The first sentence of Section 7.13 of the Credit Agreement is
hereby amended by (a) adding a ) immediately following the reference to
the phrase subject to the limitations appearing therein and (b) amending
and restated clause (ii) of the second parenthetical appearing therein in
its entirety to read as follows:  (ii) pay any management bonuses, except those
explicitly provided for in the KEIP/Stay Bonus).  1.2   Section 9 of the Credit Agreement is hereby amended by adding
the following defined terms in the appropriate alphabetical order:  Annual Incentive Plan
shall mean FairPoints management bonus program as in effect from time to time
and with respect to which amounts set forth thereunder shall be payable upon
the achievement of certain performance metrics set by the board of directors of
FairPoint.  Regulatory Penalties
shall mean regulatory penalties, whether impacting revenue or expense, pursuant
to regulatory commitments for service quality indices and broadband
availability.


Success Bonuses
shall mean, collectively, the Success Bonuses as defined in the Debtors plan
of reorganization filed in the Chapter 11 Cases.  1.3   The definition of Consolidated EBITDAR set forth in Section 9
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:  Consolidated EBITDAR
shall mean, for any period, Operating EBITDA for such period adjusted by adding
thereto an amount equal to the sum, without duplication, of: (i) professional
fees for advisors, legal counsel and US Trustee fees paid for the Borrowers,
whether or not on behalf of the Borrowers, (ii) Non-Cash Stock Based
Compensation, (iii) KEIP/Stay Bonus, (iv) Regulatory Penalties
imposed by (A) the states of New Hampshire and Vermont which were expensed
from September 1, 2009 through December 31, 2009 and (B) the
state of Maine which were expensed from September 1, 2009 through July 31,
2010; provided, that the aggregate amounts added back pursuant to this
clause (iv) shall not exceed $29,500,000, (v) Pension expenses, (vi) OPEB
expenses and (viii) Compensated Absence Adjustment.  1.4   The definition of KEIP/Stay Bonus set forth in Section 9 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:  KEIP/Stay Bonus
shall mean, collectively, the Success Bonuses and the Annual Incentive Plan.  SECTION 2.  
Consent.  FairPoint has
informed the Administrative Agent that, by order of the New Hampshire PUC dated
February 25, 2008 (the New Hampshire PUC Order), FairPoint is
required to establish an external trust fund (the New Hampshire Trust Fund)
to receive, invest and disburse funds to help meet accrued OPEB liabilities for
employees who work primarily in the provision of regulated telephone services
for Affiliates of FairPoint which service New Hampshire.  Notwithstanding anything in the Credit
Agreement or in any other Loan Document which may otherwise restrict FairPoint
from establishing and funding the New Hampshire Trust Fund, the Required
Lenders hereby consent to the creation of the New Hampshire Trust Fund and the
payment by FairPoint of the funds required to be maintained in such New
Hampshire Trust Fund pursuant to the requirements of the New Hampshire PUC
Order; provided, however, in no event shall the aggregate amount
funded by FairPoint to the New Hampshire Trust Fund exceed $250,000.  SECTION 3.  
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 4.  
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  2


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 5.  
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 such are amended, restated,
supplemented or otherwise modified from time to time in accordance with their
terms.  SECTION 6.  
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.  3


(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 7.  
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 8.  
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 9.  
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 10.  
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 11.  
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 12.  
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 13.  
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.  4


(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 14.  
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 blank intentionally]  5


[Signature Pages Omitted]