Exhibit
10.11  FIFTH AMENDMENT  This
FIFTH AMENDMENT, dated as of January 28, 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 a provision 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.Amendment. 
Subject to all of the terms and conditions set forth herein, Section 8.11
of the Credit Agreement is hereby amended by deleting the reference to February 5,
2010 and substituting February 11, 2010 therefor.  SECTION 2.Conditions
Precedent.  This Agreement shall become effective on the date (the Effective
Date) upon receipt by the Administrative Agent of 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 Guarantors.  Each Guarantor hereby approves and consents
to this Agreement and the transactions contemplated by this Agreement and
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 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.  (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.  2


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.  (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 blank intentionally]  3


[Signature Pages Omitted]