<PAGE>

                                                                    Exhibit 10.7

                       SIXTH AMENDMENT TO CREDIT AGREEMENT
                     AND FIRST AMENDMENT TO PLEDGE AGREEMENT

                  SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO
PLEDGE AGREEMENT (collectively, this "Amendment") dated as of March 30, 2001,
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"), 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"),
BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent" and,
together with the Documentation Agent and the Syndication Agent, collectively,
the "Agents") and BANKERS TRUST COMPANY, as Pledgee under the Pledge Agreement
referred to below (the "Pledgee"). 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");

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

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

                  NOW, THEREFORE, it is agreed:

I.       AMENDMENTS TO CREDIT AGREEMENT.

                  1. Section 1.01(a) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
1.01(a) in lieu thereof:

                  "(a) Loans under the Initial B Term Facility (each, an
         "Initial B Term Loan" and, collectively, the "Initial B Term Loans")
         (i) shall be made to the Borrower pursuant to one or more drawings on
         and after the Closing Date and prior to the Initial B Termination Date,
         provided that Initial B Term Loans incurred pursuant to Initial B Term
         Commitments created pursuant to an Initial B Term Commitment Renewal
         shall not be subject to
<PAGE>

         the foregoing but shall be made within the time frame specified in the
         definition of Initial B Term Commitment Renewal, (ii) except as
         hereinafter provided, may, at the option of the Borrower, be incurred
         and maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans, provided that all Initial B Term Loans made as part of the same
         Borrowing shall, unless specifically provided herein, consist of Loans
         of the same Type and (iii) shall not exceed in aggregate principal
         amount for any Lender in respect of any incurrence of Initial B Term
         Loans the Initial B Term Commitment, if any, of such Lender as in
         effect immediately prior to such incurrence. Once repaid, Initial B
         Term Loans may not be reborrowed, provided that Initial B Term Loans
         may be subsequently incurred to the extent of the Initial B Term
         Commitments created pursuant to the Initial B Term Commitment
         Renewal.".

                  2. Section 1.01(b) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
1.01(b) in lieu thereof:

                  "(b) Loans under the Initial C Term Facility shall be made
         pursuant to the Total Initial C Term Commitment (each, an "Initial C
         Term Loan-Floating Rate" and, collectively, the "Initial C Term
         Loans-Floating Rate") and pursuant to the CoBank Commitment (each, a "C
         Term Loan-Fixed Rate" and, collectively, the "C Term Loans-Fixed
         Rate"), with (A) the Initial C Term Loans-Floating Rate (i) to be made
         to the Borrower pursuant to a single drawing on the Closing Date (and
         not thereafter), (ii) except as hereinafter provided, and, in any
         event, at the option of the Borrower, to be incurred and maintained as,
         and/or converted into, Base Rate Loans or Eurodollar Loans, provided
         that all Initial C Term Loans-Floating Rate made as part of the same
         Borrowing shall, unless specifically provided herein, consist of Loans
         of the same Type and (iii) not to exceed in aggregate principal amount
         for any Lender at the time of incurrence of Initial C Term
         Loans-Floating Rate on the Closing Date the Initial C Term Commitment,
         if any, of such Lender as in effect on such date immediately prior to
         such incurrence and (B) the C Term Loans-Fixed Rate to be made to the
         Borrower by CoBank on the Closing Date (and not thereafter) by
         converting the CoBank Continuing Loans into C Term Loans-Fixed Rate in
         the aggregate amount of the CoBank Commitment. Once repaid, Initial C
         Term Loans-Floating Rate and C-Term Loans-Fixed Rate may not be
         reborrowed.".

                  3. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new clauses (e) and (f) at the end of said Section:

                  "(e) Subject to Section 1.14 and the other terms and
         conditions set forth herein, Loans under the Incremental B Term
         Facility (each, an "Incremental B Term Loan" and, collectively, the
         "Incremental B Term Loans") (i) shall be made to the Borrower pursuant
         to a single drawing on the respective Incremental B Term Borrowing Date
         (which date, in any event, shall be the date of effectiveness of the
         applicable Incremental Term Loan Commitment Agreement pursuant to which
         such Incremental B Term Loans are to be made and shall not be later
         than the Incremental Term Commitment Termination Date); (ii) except as
         hereinafter provided, may, at the option of the Borrower, be incurred
         and maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans, provided that


                                      -2-
<PAGE>

         all Incremental B Term Loans made as part of the same Borrowing shall,
         unless specifically provided herein, consist of Loans of the same Type
         and (iii) shall not exceed in aggregate principal amount for any Lender
         in respect of any incurrence of Incremental B Term Loans the
         Incremental B Term Commitment, if any, of such Lender as in effect
         immediately prior to such incurrence. Once repaid, Incremental B Term
         Loans may not be reborrowed.

                  (f) Subject to Section 1.14 and the other terms and conditions
         set forth herein, Loans under the Incremental C Term Facility (each, an
         "Incremental C Term Loan" and, collectively, the "Incremental C Term
         Loans") (i) shall be made to the Borrower pursuant to a single drawing
         on the respective Incremental C Term Borrowing Date (which date, in any
         event, shall be the date of effectiveness of the applicable Incremental
         Term Loan Commitment Agreement pursuant to which such Incremental C
         Term Loans are to be made and shall not be later than the Incremental
         Term Commitment Termination Date); (ii) except as hereinafter provided,
         may, at the option of the Borrower, be incurred and maintained as,
         and/or converted into, Base Rate Loans or Eurodollar Loans, provided
         that all Incremental C Term Loans made as part of the same Borrowing
         shall, unless specifically provided herein, consist of Loans of the
         same Type and (iii) shall not exceed in aggregate principal amount for
         any Lender in respect of any incurrence of Incremental C Term Loans the
         Incremental C Term Commitment, if any, of such Lender as in effect
         immediately prior to such incurrence. Once repaid, Incremental C Term
         Loans may not be reborrowed.".

                  4. Section 1.05(b) of the Credit Agreement is hereby amended
by (i) inserting the text "(or, if issued after the Closing Date, be dated the
date of the issuance thereof)" immediately following the text "Closing Date" in
subclause (ii) of said Section and (ii) deleting the parenthetical appearing in
subclause (iii) of said Section and inserting the text "(or, if issued after the
Closing Date, be in a stated principal amount equal to the outstanding principal
amount of B Term Loans of such Lender at such time)" in lieu thereof.

                  5. Section 1.05(c) of the Credit Agreement is hereby amended
by (i) inserting the text "(or, if issued after the Closing Date, be dated the
date of the issuance thereof)" immediately following the text "Closing Date" in
subclause (ii) of said Section and (ii) deleting the parenthetical appearing in
subclause (iii) of said Section and inserting the text "(or, if issued after the
Closing Date, be in a stated principal amount equal to the outstanding principal
amount of C Term Loans-Floating Rate of such Lender at such time)" in lieu
thereof.

                  6. Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence of said Section in its entirety and inserting the
following new sentence in lieu thereof:

                  "All Loans under this Agreement (other than C Term Loans-Fixed
         Rate) shall be made by the Lenders PRO RATA on the basis of their
         Initial B Term Commitments, Incremental B Term Commitments, Initial C
         Term Commitments, Incremental C Term


                                      -3-
<PAGE>

         Commitments, Revolving Commitments or Acquisition Commitments, as the
         case may be, if any.".

                  7. Section 1 of the Credit Agreement is hereby amended by
inserting the following new Section 1.14 immediately after Section 1.13
appearing therein:

                  "1.14. INCREMENTAL TERM COMMITMENTS. (a) So long as no Default
         or Event of Default then exists or would result therefrom, the Borrower
         shall, in consultation with the Administrative Agent, have the right to
         request on one or more occasions on and after the Sixth Amendment
         Effective Date and prior to the Incremental Term Commitment Termination
         Date that one or more Lenders (and/or one or more other Persons which
         will become Lenders as provided below) provide Incremental B Term
         Commitments and/or Incremental C Term Commitments and, subject to the
         terms and conditions contained in this Agreement, make Incremental B
         Term Loans and/or Incremental C Term Loans pursuant thereto, as the
         case may be, it being understood and agreed, however, that (i) no
         Lender shall be obligated to provide an Incremental Term Commitment as
         a result of any such request by the Borrower, and until such time, if
         any, as such Lender has agreed in its sole discretion to provide an
         Incremental Term Commitment and executed and delivered to the
         Administrative Agent an Incremental Term Loan Commitment Agreement as
         provided in clause (b) of this Section 1.14, such Lender shall not be
         obligated to fund any Incremental B Term Loans and/or Incremental C
         Term Loans, as the case may be, (ii) any Lender (or, in the
         circumstances contemplated by clause (vii) below, any other Person
         which will qualify as an Eligible Transferee) may so provide an
         Incremental Term Commitment without the consent of any other Lender,
         (iii) each provision of Incremental Term Commitments pursuant to this
         Section 1.14 on a given date shall be in a minimum aggregate amount
         (for all Lenders (including in the circumstances contemplated by clause
         (vii) below, Eligible Transferees who will become Lenders)) of at least
         $30,000,000, (iv) the aggregate amount of all Incremental Term
         Commitments permitted to be provided pursuant to this Section 1.14 and
         the aggregate principal amount of all Incremental Term Loans permitted
         to be made pursuant to Sections 1.01(e) and (f) shall not, in either
         case, exceed $150,000,000, (v) the relevant Incremental Term Loan
         Commitment Agreements shall specifically set forth whether the
         Incremental Term Commitments in respect thereof shall constitute either
         Incremental B Term Commitments or Incremental C Term Commitments, (vi)
         the upfront fees payable in respect of the relevant Incremental Term
         Commitments, the applicable voluntary prepayment premiums (if any)
         payable in respect of the Incremental B Term Loans and/or Incremental C
         Term Loans and the interest rate margin applicable to the Incremental B
         Term Loans and/or Incremental C Term Loans shall be as set forth in the
         relevant Incremental Term Loan Commitment Agreement; PROVIDED that in
         no event shall the applicable interest rate margin set forth in any
         such Incremental Term Loan Commitment Agreement for any Incremental
         Term Loans exceed the Applicable Base Rate Margin or Applicable
         Eurodollar Margin (in each case, as in effect on the Sixth Amendment
         Effective Date) by more than 1.00%, (vii) if, within 10 Business Days
         after the Borrower has requested the then existing Lenders (other than
         Defaulting Lenders) to provide Incremental Term Commitments pursuant to
         this Section 1.14 the Borrower has not received Incremental Term
         Commitments in an aggregate


                                      -4-
<PAGE>

         amount equal to that amount of Incremental Term Commitments which the
         Borrower desires to obtain pursuant to such request (as set forth in
         the notice provided by the Borrower as provided below), then the
         Borrower may, with the consent of the Administrative Agent (which
         consent shall not be unreasonably withheld or delayed), request
         Incremental Term Commitments from Persons which would qualify as
         Eligible Transferees hereunder in an aggregate amount equal to such
         deficiency (and with the fees to be paid to such Eligible Transferee to
         be no greater than that to be paid to the then existing Lenders
         providing Incremental Term Commitments), (viii) on each Incremental
         Term Borrowing Date, each of the Administrative Agent and each trustee
         for the Permitted Subordinated Debt shall have received an officer's
         certificate from the chief financial officer of the Borrower in form
         and substance reasonably satisfactory to the Administrative Agent,
         which certificate shall (I) contain a representation and warranty that
         (x) the Borrowing of Incremental B Term Loans and/or Incremental C Term
         Loans (and the incurrence of Liens by the Borrower and the Subsidiary
         Guarantors to secure such Obligations) do not conflict and are not
         inconsistent with and do not result in any breach or violation of, any
         of the terms, covenants, conditions or provisions of, or constitute a
         default under, any terms of any Permitted Subordinated Debt or the
         documentation governing the same, (y) after giving effect to the
         incurrence of such Loans, all of the Obligations constitute "Senior
         Debt" under the documentation governing the Permitted Subordinated Debt
         and (z) the respective Incremental Term Loans are being incurred under
         the documentation governing each incurrence of Permitted Subordinated
         Debt in reliance on the "Leverage Ratio" incurrence test referred to
         therein and subclause (II) below (and that the Borrower will not take a
         contrary position for any purpose), (II) certify that the Borrower is
         in compliance with a Leverage Ratio (as defined in the documentation
         governing the respective Permitted Subordinated Debt) of not greater
         than 7.0:1.0 (after giving PRO FORMA effect to the incurrence of the
         Incremental Term Loans to be incurred and as determined in accordance
         with the requirements of the documentation governing the respective
         Permitted Subordinated Debt), (III) be accompanied by financial
         calculations in form and substance reasonably satisfactory to the
         Administrative Agent establishing compliance with the Leverage Ratio
         referred to in preceding clause (II) and (IV) certify compliance with
         the requirements of the documentation governing all Permitted
         Subordinated Debt and all applicable covenants contained therein; and
         (ix) all actions taken by the Borrower pursuant to this Section 1.14
         shall be done in coordination with the Administrative Agent.

                  (b) At the time of any provision of Incremental Term
         Commitments pursuant to this Section 1.14, (i) the Borrower, the
         Administrative Agent and each such Lender or other Eligible Transferee
         (each, an "Incremental Term Lender") which agrees to provide an
         Incremental Term Commitment shall execute and deliver to the
         Administrative Agent an Incremental Term Loan Commitment Agreement
         substantially in the form of Exhibit L (appropriately completed), with
         the effectiveness of such Incremental Term Lender's Incremental Term
         Commitment to occur upon delivery of such Incremental Term Loan
         Commitment Agreement to the Administrative Agent and the payment of any
         fees (including, without limitation, any fees payable pursuant to
         clause (ii) below) required in connection therewith, (ii) the
         Administrative Agent shall receive from the Borrower (or,


                                      -5-
<PAGE>

         to the extent agreed to by the Borrower and the respective Incremental
         Term Lender, from such respective Incremental Term Lender) the payment
         of a non-refundable fee of $3,500 for each Eligible Transferee which
         becomes a Lender pursuant to this Section 1.14 and (iii) the Borrower
         shall deliver to the Administrative Agent an opinion or opinions, in
         form and substance reasonably satisfactory to the Administrative Agent,
         from counsel to the Borrower reasonably satisfactory to the
         Administrative Agent and dated such date, covering such of the matters
         set forth in the opinions of counsel delivered to the Administrative
         Agent on the Closing Date pursuant to Section 4.01(b) as may be
         reasonably requested by the Administrative Agent, and such other
         matters as the Administrative Agent may reasonably request (including
         an opinion as to no conflict with all Permitted Subordinated Debt and
         the documentation governing the same). The Administrative Agent shall
         promptly notify each Lender as to the effectiveness of each Incremental
         Term Loan Commitment Agreement, and (i) at such time Annex I shall be
         deemed modified to reflect the Incremental B Term Commitments and/or
         Incremental C Term Commitments, as the case may be, of such Incremental
         Term Lenders and (ii) to the extent requested by such Incremental Term
         Lenders, B Term Notes and/or C Term Notes-Floating Rate will be issued,
         at the Borrower's expense, to such Incremental Term Lenders, to be in
         conformity with the requirements of Section 1.05 (with appropriate
         modifications) to the extent needed to reflect the new Incremental Term
         Loans made by such Incremental Term Lenders.

                  (c) In connection with each incurrence of Incremental B Term
         Loans pursuant to Section 1.01(e) or Incremental C Term Loans pursuant
         to Section 1.01(f), the Lenders and the Borrower hereby agree that,
         notwithstanding anything to the contrary contained in this Agreement,
         the Borrower and the Administrative Agent may take all such actions as
         may be necessary to ensure that all Lenders with outstanding B Term
         Loans and C Term Loans-Floating Rate, as the case may be, continue to
         participate in each Borrowing of outstanding B Term Loans and C Term
         Loans-Floating Rate (after giving effect to the incurrence of
         Incremental B Term Loans or Incremental C Term Loans pursuant to
         Section 1.01(e) or (f), as the case may be) on a PRO RATA basis,
         including by adding the Incremental B Term Loans or the Incremental C
         Term Loans to be so incurred to the then outstanding Borrowings of B
         Term Loans or C Term Loans-Floating Rate, as the case may be, on a PRO
         RATA basis even though as a result thereof such new Incremental B Term
         Loan or Incremental C Term Loan, as the case may be (to the extent
         required to be maintained as Eurodollar Loans), may effectively have a
         shorter Interest Period than the then outstanding Borrowings of B Term
         Loans or C Term Loans-Floating Rate, as the case may be, and it is
         hereby agreed that (x) to the extent any then outstanding Borrowings of
         B Term Loans or C Term Loans-Floating Rate that are maintained as
         Eurodollar Loans are affected as a result thereof, any costs of the
         type described in Section 1.11 incurred by such Lenders in connection
         therewith shall be for the account of the Borrower or (y) to the extent
         the Incremental B Term Loans and Incremental C Term Loans to be so
         incurred are added to the then outstanding Borrowings of B Term Loans
         or C Term Loans-Floating Rate, as the case may be, which are maintained
         as Eurodollar Loans, the Lenders that have made such additional
         Incremental B Term Loans or Incremental C Term Loans, as the case may
         be, shall be entitled to receive an effective


                                      -6-
<PAGE>

         interest rate on such additional Incremental B Term Loans or
         Incremental C Term Loans, as the case may be, as is equal to the
         Eurodollar Rate as in effect two Business Days prior to the incurrence
         of such additional Incremental B Term Loans or Incremental C Term
         Loans, as the case may be, plus the then Applicable Eurodollar Margin
         for such Term Loans until the end of the respective Interest Period or
         Interest Periods with respect thereto."

                  8. Section 2.01 of the Credit Agreement is hereby amended by
inserting the following new clause (f) at the end of said Section:

                  "(f) All voluntary prepayments of principal of B Term Loans
         and C Term Loans-Floating Rate, in each case made on or after the
         occurrence of the first Incremental Term Borrowing Date to occur after
         the Sixth Amendment Effective Date and prior to the second anniversary
         of such Incremental Term Borrowing Date, will be subject to payment to
         the Administrative Agent, for the ratable account of each Lender with
         outstanding B Term Loans and each Lender with outstanding C Term
         Loans-Floating Rate, of a fee as follows: (x) if prior to the first
         anniversary of the first Incremental Term Borrowing Date to occur after
         the Sixth Amendment Effective Date, an amount equal to the Specified
         Prepayment Premium Percentage of the aggregate principal amount of such
         prepayment and (y) if payable on or after the first anniversary of the
         first Incremental Term Borrowing Date to occur after the Sixth
         Amendment Effective Date and prior to the second anniversary of such
         Incremental Term Borrowing Date, an amount equal to the Specified
         Prepayment Premium Percentage of the aggregate principal amount of such
         prepayment. Such prepayment fees shall be due and payable upon the date
         of any voluntary prepayment of such Term Loans.".

                  9. Section 2.02(a) of the Credit Agreement is hereby amended
by (i) deleting the comma appearing at the end of clause (x) of said Section and
inserting the word "and" in lieu thereof and (ii) deleting the text "any
reduction of the Total Revolving Commitment or Total Acquisition Commitment, as
the case may be, pursuant to this Section 2.02(a) shall reduce the then
remaining Scheduled Reductions applicable thereto PRO RATA and (z)" appearing in
said Section.

                  10. Section 2.03(a) of the Credit Agreement is hereby amended
by deleting the text "The Total Commitment (and the Commitment of each Lender)"
appearing in said Section and inserting the text "The Total Initial B Term
Commitment, the Total Initial C Term Commitment, the Co-Bank Commitment, the
Total Revolving Commitment and the Total Acquisition Commitment (and the Initial
B Term Commitment, Initial C Term Commitment, Co-Bank Commitment, Revolving
Commitment and Acquisition Commitment of each Lender with such a Commitment)" in
lieu thereof.

                  11. Section 2.03(b) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
2.03(b) in lieu thereof:

                  "(b) The Total Initial B Term Commitment shall (i) be reduced
         on the date any Initial B Term Loans are incurred in an amount equal to
         the aggregate principal amount


                                      -7-
<PAGE>

         of Initial B Term Loans so incurred, (ii) terminate in its entirety (to
         the extent not theretofore terminated) at 5:00 P.M. (New York time) on
         the Initial B Termination Date, whether or not any Initial B Term Loans
         are incurred on such date, (iii) until terminated in full, be reduced
         on each day on which Initial B Term Loans, if still outstanding, would
         be required to be repaid pursuant to Sections 3.02(A)(c), (e) and (f)
         by the amount, if any, by which the amount required to be applied
         pursuant to said Sections to repay Initial B Term Loans (determined as
         if an unlimited amount of Initial B Term Loans were actually
         outstanding) exceeds the aggregate principal amount of Initial B Term
         Loans being repaid, (iv) terminate in its entirety (to the extent not
         theretofore terminated) on the date of the initial issuance of any
         Permitted Subordinated Debt, (v) terminate in its entirety on the day
         on which a Change of Control occurs and (vi) be increased after any
         Initial B Term Loans have been mandatorily repaid pursuant to Section
         3.02 or the Total Initial B Term Loan Commitment has been reduced
         pursuant to clause (iii) or (iv) above in the aggregate amount of such
         repayment and/or reduction to the extent new Initial B Term Commitments
         are provided pursuant to an Initial B Term Commitment Renewal.".

                  12. Section 2.03(c) of the Credit Agreement is hereby amended
by inserting the word "Initial" (i) immediately following the word "Total" and
(ii) immediately preceding the text "C Term Loans-Floating Rate", in each case
appearing in said Section.

                  13. Section 2.03(d) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
2.03(d) in lieu thereof:

                  "(d) The Incremental B Term Commitment of each Lender provided
         pursuant to a particular Incremental Term Loan Commitment Agreement
         shall terminate in its entirety on the respective Incremental B Term
         Borrowing Date for such Incremental Term Loan Commitment Agreement
         (after giving effect to the incurrence of the Incremental B Term Loans
         on each such date).".

                  14. Section 2.03(e) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
2.03(e) in lieu thereof:

                  "(e) The Incremental C Term Commitment of each Lender provided
         pursuant to a particular Incremental Term Loan Commitment Agreement
         shall terminate in its entirety on the respective Incremental C Term
         Borrowing Date for such Incremental Term Loan Commitment Agreement
         (after giving effect to the incurrence of the Incremental C Term Loans
         on each such date).".

                  15. Section 3.01 of the Credit Agreement is hereby amended by
(i) deleting the word "and" immediately prior to the text "(iv)" appearing in
said Section and (ii) inserting the following text at the end of said Section:

                  "; and (v) each prepayment of B Term Loans and C Term
         Loans-Floating Rate pursuant to this Section 3.01 made on or after the
         occurrence of the first Incremental Term Borrowing Date to occur after
         the Sixth Amendment Effective Date and prior to the


                                      -8-
<PAGE>

         second anniversary of such Incremental Term Borrowing Date shall be
         subject to the payment of the fee described in Section 2.01(f)".

                  16. Section 3.02(A)(b)(i) of the Credit Agreement is hereby
amended by (i) deleting the table appearing in said Section in its entirety and
inserting the following new table in lieu thereof:

<TABLE>
<CAPTION>
                  "DATE                         AMOUNT
                   ----                         ------
<S>                                         <C>
                  June 30, 1998             $  171,967.35
                  September 30, 1998        $  171,967.35
                  December 31, 1998         $  171,967.35
                  March 31, 1999            $  171,967.35

                  June 30, 1999             $  171,967.35
                  September 30, 1999        $  171,967.35
                  December 31, 1999         $  171,967.35
                  March 31, 2000            $  171,967.35

                  June 30, 2000             $  171,967.35
                  September 30, 2000        $  171,967.35
                  December 31, 2000         $  171,967.35
                  March 31, 2001            $  171,967.35

                  June 30, 2001             $  171,967.35
                  September 30, 2001        $  171,967.35
                  December 31, 2001         $  171,967.35
                  March 31, 2002            $  171,967.35

                  June 30, 2002             $  171,967.35
                  September 30, 2002        $  171,967.35
                  December 31, 2002         $  171,967.35
                  March 31, 2003            $  171,967.35

                  June 30, 2003             $  171,967.35
                  September 30, 2003        $  171,967.35
                  December 31, 2003         $  171,967.35
                  March 31, 2004            $  171,967.35

                  June 30, 2004             $  171,967.35
                  September 30, 2004        $  171,967.35
                  December 31, 2004         $  10,719,297.50
                  March 31, 2005            $  10,719,297.50

                  June 30, 2005             $  10,719,297.50
                  September 30, 2005        $  10,719,297.50


                                      -9-
<PAGE>

<CAPTION>
                  "DATE                         AMOUNT
                   ----                         ------
<S>                                         <C>
                  December 31, 2005         $  10,719,297.50
                  B Maturity Date           $  10,719,302.10
</TABLE>

and (ii) deleting the proviso appearing at the end of said Section and inserting
the following sentence in lieu thereof:

                  "In the event that the Borrower incurs any Incremental B Term
         Loans pursuant to Section 1.01(e), then (i) each of the foregoing
         Scheduled Repayments occurring after the date of such incurrence
         through and including September 30, 2004 shall be increased by 0.25% of
         the aggregate principal amount of the Incremental B Term Loans so
         incurred and (ii) each of the foregoing Scheduled Repayments occurring
         after September 30, 2004 shall be increased by an amount equal to (x)
         the aggregate principal amount of the Incremental B Term Loans so
         incurred less the portion thereof allocated to the foregoing Scheduled
         Repayments as provided in the preceding clause (i) divided by (y) 6.".

                  17. Section 3.02(A)(b)(ii) is hereby amended by (i) deleting
the table appearing in said Section in its entirety and inserting the following
new table in lieu thereof:

<TABLE>
<CAPTION>
                                       Floating Rate              Fixed Rate
          "Date                           Amount                    Amount
-------------------------           -------------------      -------------------
<S>                                 <C>                      <C>
April 1, 1998                       $   0                    $        313,567
June 30, 1998                       $   58,734               $        301,638
September 30, 1998                  $   58,734               $        307,321
December 31, 1998                   $   58,734               $        330,617
March 31, 1999                      $   58,734               $        336,530

June 30, 1999                       $   58,734               $        342,560
September 30, 1999                  $   58,734               $        348,712
December 31, 1999                   $   58,734               $        363,736
March 31, 2000                      $   58,734               $        370,135

June 30, 2000                       $   58,734               $        376,663
September 30, 2000                  $   58,734               $        383,321
December 31, 2000                   $   58,734               $        402,613
March 31, 2001                      $   58,734               $        409,540

June 30, 2001                       $   58,734               $        416,606
September 30, 2001                  $   58,734               $        515,704
December 31, 2001                   $   58,734               $        529,893
March 31, 2002                      $   58,734               $        539,266


                                      -10-
<PAGE>

<CAPTION>
                                       Floating Rate              Fixed Rate
          "Date                           Amount                    Amount
-------------------------           -------------------      -------------------
<S>                                 <C>                      <C>
June 30, 2002                       $   58,734               $        548,826

September 30, 2002                  $   58,734               $        521,965
December 31, 2002                   $   58,734               $        531,665
March 31, 2003                      $   58,734               $        541,567

June 30, 2003                       $   58,734               $        551,674
September 30, 2003                  $   58,734               $        561,990
December 31, 2003                   $   58,734               $        572,520
March 31, 2004                      $   58,734               $        583,267

June 30, 2004                       $   58,734               $        594,237
September 30, 2004                  $   58,734               $         49,807
December 31, 2004                   $   58,734               $         49,807
March 31, 2005                      $   58,734               $         49,807

June 30, 2005                       $   2,731,131            $      4,970,106
September 30, 2005                  $   2,731,131            $      4,970,106
December 31, 2005                   $   2,731,131            $      4,970,106
March 31, 2006                      $   2,731,131            $      4,970,106

June 30, 2006                       $   2,731,131            $      4,970,106
September 30, 2006                  $   2,731,131            $      4,970,106
December 31, 2006                   $   2,731,131            $      4,970,106
C Maturity Date                     $   2,731,126.82         $      4,970,106".
</TABLE>

and (ii) inserting the following sentence at the end of said Section:

                  "In the event that the Borrower incurs any Incremental C Term
         Loans pursuant to Section 1.01(f), then (i) each of the Scheduled
         Repayments for C Term Loans-Floating Rate occurring after the date of
         such incurrence through and including March 31, 2005 shall be increased
         by 0.25% of the aggregate principal amount of the Incremental C Term
         Loans so incurred and (ii) each of the Scheduled Repayments for C Term
         Loans-Floating Rate occurring after March 31, 2005 shall be increased
         by an amount equal to (x) the aggregate principal amount of the
         Incremental C Term Loans so incurred less the portion thereof allocated
         to the Scheduled Repayments for C Term Loans-Floating Rate as provided
         in the preceding clause (i) divided by (y) 8.".

                  18. Section 5.05(a) of the Credit Agreement is hereby amended
by inserting the text "(other than Incremental B Term Loans and Incremental C
Term Loans)" immediately after the text "all Term Loans" appearing in said
Section.


                                      -11-
<PAGE>

                  19. Section 5.05(c) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
5.05(c) in lieu thereof:

                  "(c) The proceeds of AF Loans may only be used (x) for working
         capital requirements, (y) to finance capital expenditure requirements
         (including Permitted CLEC Expenditures) and Permitted Acquisitions
         and/or (z) to repay RF Loans.".

                  20. Section 5.05 of the Credit Agreement is hereby further
amended by inserting the following new Section 5.05(e) immediately following
Section 5.05(d) thereof:

                  "(e) The proceeds of all Incremental Term Loans shall be
         utilized on the date of incurrence of such Loans for the same purposes
         as AF Loans specified in Section 5.05(c) above."

                  21. Section 7.11(b) of the Credit Agreement is hereby amended
by deleting the table appearing in said Section in its entirety and inserting
the following new table in lieu thereof:

<TABLE>
<CAPTION>
                 "FISCAL QUARTER ENDING                     RATIO
                 ----------------------                     -----
<S>                                                         <C>
                 Trigger Date through                       1.50 to 1.0
                 March 31, 2003

                 June 30, 2003                              1.60 to 1.0
                 through September 31, 2003

                 December 31, 2003                          1.65 to 1.0
                 through March 31, 2004

                 June 30, 2004 through                      1.75 to 1.0
                 December 31, 2004

                 Thereafter                                 2.0 to 1.0
</TABLE>

                  22. Section 7.12(b) of the Credit Agreement is hereby amended
by deleting the table appearing in said Section in its entirety and inserting
the following new table in lieu thereof:

<TABLE>
<CAPTION>
                 "FISCAL QUARTER ENDING                     RATIO
                 ----------------------                     -----
<S>                                                         <C>
                 Trigger Date through                       6.50 to 1.0
                 September 30, 2002

                 December 31, 2002                          6.25 to 1.0


                                      -12-
<PAGE>

                 through March 31, 2003

                 June 30, 2003                              6.00 to 1.0
                 through September 30, 2003

                 December 31, 2003                          5.75 to 1.0
                 through March 31, 2004

                 Thereafter                                 5.50 to 1.0".
</TABLE>

                  23. Section 7.13(b) of the Credit Agreement is hereby amended
by deleting the table appearing in said Section in its entirety and inserting
the following new table in lieu thereof:

<TABLE>
<CAPTION>
                 "FISCAL QUARTER ENDING                     RATIO
                 ----------------------                     -----
<S>                                                         <C>
                  Trigger Date
                  through September 30, 2002                4.00 to 1.0

                  December 31, 2002
                  through September 30, 2003                3.50 to 1.0

                  Thereafter                                3.25 to 1.0".
</TABLE>

                  24. The definition of "Credit Documents" appearing in Section
9 of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing in said definition and inserting a comma in lieu thereof and (ii)
inserting the text "and each Incremental Term Loan Commitment Agreement"
immediately following the text "Subsidiary Guaranty" appearing in said
definition.

                  25. Section 9 of the Credit Agreement is hereby further
amended by (i) deleting the definitions of "Applicable Base Rate Margin",
"Applicable CC Percentage", "Applicable Eurodollar Margin", "B Term Commitment",
"B Term Commitment Renewal", "B Term Facility", "B Termination Date", "B Term
Loan", "Borrowing", "C Term Commitment", "C Term Facility", "C Term Loan", "C
Term Loans-Floating Rate", "Margin Reduction Discount", "Scheduled Reductions",
and "Total Term Commitment" appearing in said Section and (ii) inserting in the
appropriate alphabetical order the following new definitions:

                  "Applicable Base Rate Margin" shall mean (i) in the case of AF
         Loans and RF Loans, 1.75% LESS the Margin Reduction Discount, if any,
         (ii) in the case of B Term Loans, 2.25% LESS the Margin Reduction
         Discount, if any and (iii) in the case of C Term Loans-Floating Rate,
         2.50% LESS the Margin Reduction Discount, if any; PROVIDED that:


                                      -13-
<PAGE>

                           (I) on each Incremental B Term Borrowing Date, in the
                  event that the "Applicable Base Rate Margin" as set forth in
                  the Incremental Term Loan Commitment Agreement of the
                  Incremental Term Lender(s) providing an Incremental B Term
                  Commitment on such date exceeds the Applicable Base Rate
                  Margin for B Term Loans then in effect under this Agreement
                  (immediately prior to giving effect to such Incremental B Term
                  Borrowing Date but after giving effect to any prior increases
                  thereto (whether pursuant to this clause (I) or clause (II)
                  below)), (x) in the case of B Term Loans, the "Applicable Base
                  Rate Margin" for such Loans as used herein shall be increased
                  on such Incremental B Term Borrowing Date to (and thereafter
                  be, until the same is further increased pursuant to this
                  clause (I) or clause (II) below) the Applicable Base Rate
                  Margin set forth in such Incremental Term Loan Commitment
                  Agreement, and (y) in the case of C Term Loans-Floating Rate,
                  the "Applicable Base Rate Margin" for such Loans as used
                  herein shall be increased on such Incremental B Term Borrowing
                  Date by an amount equal to the remainder of (i) the Applicable
                  Base Rate Margin for B Term Loans on such Incremental B Term
                  Borrowing Date as determined pursuant to preceding subclause
                  (x) LESS (ii) the Applicable Base Rate Margin for B Term Loans
                  as in effect immediately prior to such Incremental B Term
                  Borrowing Date (and the application of this clause (I) on such
                  Incremental B Term Borrowing Date); and

                           (II) on each Incremental C Term Borrowing Date, in
                  the event that the "Applicable Base Rate Margin" as set forth
                  in the Incremental Term Loan Commitment Agreement of the
                  Incremental Term Lender(s) providing an Incremental C Term
                  Commitment on such date exceeds the Applicable Base Rate
                  Margin for C Term Loans-Floating Rate then in effect under
                  this Agreement (immediately prior to giving effect to such
                  Incremental C Term Borrowing Date but after giving effect to
                  any prior increases thereto (whether pursuant to this clause
                  (II) or clause (I) above and including any increase pursuant
                  to clause (I) above on such date as contemplated by the
                  immediately succeeding proviso)), (x) in the case of C Term
                  Loans-Floating Rate, the "Applicable Base Rate Margin" for
                  such Loans as used herein shall be increased on such
                  Incremental C Term Borrowing Date to (and thereafter be, until
                  the same is further increased pursuant to this clause (II) or
                  clause (I) above) the Applicable Base Rate Margin set forth in
                  such Incremental Term Loan Commitment Agreement, and (y) in
                  the case of B Term Loans, the "Applicable Base Rate Margin"
                  for such Loans as used herein shall be increased on such
                  Incremental C Term Borrowing Date by an amount equal to the
                  remainder of (i) the Applicable Base Rate Margin for C Term
                  Loans-Floating Rate on such Incremental C Term Borrowing Date
                  as determined pursuant to preceding subclause (x) LESS (ii)
                  the Applicable Base Rate Margin for C Term Loans-Floating Rate
                  as in effect immediately prior to such Incremental C Term
                  Borrowing Date (and the application of this clause (II) on
                  such Incremental C Term Borrowing Date) (or, in the case of
                  the first Incremental C Term Borrowing Date only, 2.50%);


                                      -14-
<PAGE>

         PROVIDED FURTHER that in the event an Incremental B Term Borrowing Date
         and an Incremental C Term Borrowing Date occur on the same date, for
         purposes of determining the "Applicable Base Rate Margin" for B Term
         Loans and C Term Loans Floating Rate as provided above (and for
         purposes of avoiding any duplicative increases thereto as a result of
         the preceding proviso), (i) clause (I) of the preceding proviso shall
         first be applied as if the respective Incremental B Term Borrowing Date
         had occurred immediately prior to the respective Incremental C Term
         Borrowing Date and (ii) clause (II) of the preceding proviso shall
         thereafter be applied as if the respective Incremental C Term Borrowing
         Date had occurred immediately after such Incremental B Term Borrowing
         Date.

                  "Applicable CC Percentage" shall mean, for any day, a
         percentage equal to (i) in the case of RF Loans, (x) if the unutilized
         portion of the Total Revolving Commitment on such day is less than 50%
         of the Total Revolving Commitment on such day, 0.50% and (y) if the
         unutilized portion of the Total Revolving Commitment on such day equals
         or exceeds 50% of the Total Revolving Commitment on such day, 0.75% and
         (ii) in the case of AF Loans, (x) if the unutilized portion of the
         Total Acquisition Commitment on such day is less than 50% of the Total
         Acquisition Commitment on such day, 0.50% and (y) if the unutilized
         portion of the Total Acquisition Commitment on such day equals or
         exceeds 50% of the Total Acquisition Commitment on such day, 0.75%.

                  "Applicable Eurodollar Margin" shall mean (i) in the case of
         AF Loans and RF Loans, 2.75% LESS the Margin Reduction Discount, if
         any, (ii) in the case of B Term Loans, 3.25% LESS the Margin Reduction
         Discount, if any and (iii) in the case of C Term Loans-Floating Rate,
         3.50% LESS the Margin Reduction Discount, if any; PROVIDED that:

                           (I) on each Incremental B Term Borrowing Date, in the
                  event that the "Applicable Eurodollar Margin" as set forth in
                  the Incremental Term Loan Commitment Agreement of the
                  Incremental Term Lender(s) providing an Incremental B Term
                  Commitment on such date exceeds the Applicable Eurodollar
                  Margin for B Term Loans then in effect under this Agreement
                  (immediately prior to giving effect to such Incremental B Term
                  Borrowing Date but after giving effect to any prior increases
                  thereto (whether pursuant to this clause (I) or clause (II)
                  below)), (x) in the case of B Term Loans, the "Applicable
                  Eurodollar Margin" for such Loans as used herein shall be
                  increased on such Incremental B Term Borrowing Date to (and
                  thereafter be, until the same is further increased pursuant to
                  this clause (I) or clause (II) below) the Applicable
                  Eurodollar Margin set forth in such Incremental Term Loan
                  Commitment Agreement, and (y) in the case of C Term
                  Loans-Floating Rate, the "Applicable Eurodollar Margin" for
                  such Loans as used herein shall be increased on such
                  Incremental B Term Borrowing Date by an amount equal to the
                  remainder of (i) the Applicable Eurodollar Margin for B Term
                  Loans on such Incremental B Term Borrowing Date as determined
                  pursuant to preceding subclause (x) LESS (ii) the Applicable
                  Eurodollar Margin for B Term Loans as in effect immediately
                  prior to such Incremental B Term Borrowing Date


                                      -15-
<PAGE>

                  (and the application of this clause (I) on such Incremental B
                  Term Borrowing Date); and

                           (II) on each Incremental C Term Borrowing Date, in
                  the event that the "Applicable Eurodollar Margin" as set forth
                  in the Incremental Term Loan Commitment Agreement of the
                  Incremental Term Lender(s) providing an Incremental C Term
                  Commitment on such date exceeds the Applicable Eurodollar
                  Margin for C Term Loans-Floating Rate then in effect under
                  this Agreement (immediately prior to giving effect to such
                  Incremental C Term Borrowing Date but after giving effect to
                  any prior increases thereto (whether pursuant to this clause
                  (II) or clause (I) above and including any increase pursuant
                  to clause (I) above on such date as contemplated by the
                  succeeding proviso)), (x) in the case of C Term Loans-Floating
                  Rate, the "Applicable Eurodollar Margin" for such Loans as
                  used herein shall be increased on such Incremental C Term
                  Borrowing Date to (and thereafter be, until the same is
                  further increased pursuant to this clause (II) or clause (I)
                  above) the Applicable Eurodollar Margin set forth in such
                  Incremental Term Loan Commitment Agreement, and (y) in the
                  case of B Term Loans, the "Applicable Eurodollar Margin" for
                  such Loans as used herein shall be increased on such
                  Incremental C Term Borrowing Date by an amount equal to the
                  remainder of (i) the Applicable Eurodollar Margin for C Term
                  Loans-Floating Rate on such Incremental C Term Borrowing Date
                  as determined pursuant to preceding subclause (x) LESS (ii)
                  the Applicable Eurodollar Margin for C Term Loans-Floating
                  Rate as in effect immediately prior to such Incremental C Term
                  Borrowing Date (and the application of this clause (II) on
                  such Incremental C Term Borrowing Date) (or, in the case of
                  the first Incremental C Term Borrowing Date only, 3.50%);

         PROVIDED FURTHER that in the event an Incremental B Term Borrowing Date
         and an Incremental C Term Borrowing Date occur on the same date, for
         purposes of determining the "Applicable Eurodollar Margin" for B Term
         Loans and C Term Loans Floating Rate as provided above (and for
         purposes of avoiding any duplicative increases thereto as a result of
         the preceding proviso), (i) clause (I) of the preceding proviso shall
         first be applied as if the respective Incremental B Term Borrowing Date
         had occurred immediately prior to the respective Incremental C Term
         Borrowing Date and (ii) clause (II) of the preceding proviso shall
         thereafter be applied as if the respective Incremental C Term Borrowing
         Date had occurred immediately after such Incremental B Term Borrowing
         Date.

                  "Borrowing" shall mean the incurrence of Base Rate Loans or
         Eurodollar Loans pursuant to a single Facility by the Borrower from the
         Lenders having Commitments with respect to such Facility on a PRO RATA
         basis on a given date (or resulting from conversions on a given date),
         having in the case of Eurodollar Loans the same Interest Period;
         PROVIDED that (x) Base Rate Loans incurred pursuant to Section 1.10(b)
         shall be considered part of any related Borrowing of Eurodollar Loans
         and (ii) any Incremental B Term Loans or Incremental C Term Loans
         incurred pursuant to Section 1.01(e) or (f), as


                                      -16-
<PAGE>

         the case may be, shall be considered part of the Borrowing of the then
         outstanding B Term Loans or C Term Loans-Floating Rate to which such
         Incremental B Term Loans or Incremental C Term Loans, as the case may
         be, are added to pursuant to Section 1.14(c).

                  "B Term Commitment" of any Lender shall mean the Initial B
         Term Commitment and/or the Incremental B Term Commitment of such
         Lender.

                  "B Term Facility" shall mean and include the Initial B Term
         Facility and the Incremental B Term Facility.

                  "B Term Loans" shall mean and include Initial B Term Loans and
         Incremental B Term Loans.

                  "C Term Commitment" of any Lender shall mean the Initial C
         Term Commitment and/or the Incremental C Term Commitment of such
         Lender.

                  "C Term Facility" shall mean and include the Initial C Term
         Facility and the Incremental C Term Facility.

                  "C Term Loan-Floating Rate" shall mean each Initial C Term
         Loan-Floating Rate and each Incremental C Term Loan.

                  "C Term Loans" shall mean each C Term Loan-Floating Rate and
         each C Term Loan-Fixed Rate.

                  "Incremental B Term Commitment" shall mean, for each
         Incremental Term Lender, the commitment of such Incremental Term Lender
         to make Incremental B Term Loans pursuant to Section 1.01(e) on a given
         Incremental B Term Borrowing Date, as such commitment (x) is set forth
         in the respective Incremental Term Loan Commitment Agreement delivered
         pursuant to Section 1.14(b) and (y) may be terminated pursuant to
         Section 2.03.

                  "Incremental B Term Facility" shall mean the Facility
         evidenced by the Total Incremental B Term Commitment.

                  "Incremental B Term Loan" shall have the meaning provided in
         Section 1.01(e).

                  "Incremental B Term Borrowing Date" shall mean each date on
         which the Borrower incurs a Borrowing of Incremental B Term Loans, each
         of which dates shall be the date of the effectiveness of the respective
         Incremental Term Loan Commitment Agreement pursuant to which such
         Incremental B Term Loans are to be made; PROVIDED that no such date
         shall occur after the Incremental Term Commitment Termination Date.

                  "Incremental C Term Commitment" shall mean, for each
         Incremental Term Lender, the commitment of such Incremental Term Lender
         to make Incremental C Term Loans pursuant to Section 1.01(f) on a given
         Incremental C Term Borrowing Date, as such commitment (x) is set forth
         in the respective Incremental Term Loan Commitment


                                      -17-
<PAGE>

         Agreement delivered pursuant to Section 1.14(b) and (y) may be
         terminated pursuant to Section 2.03.

                  "Incremental C Term Facility" shall mean the Facility
         evidenced by the Total Incremental C Term Commitment.

                  "Incremental C Term Loan" shall have the meaning provided in
         Section 1.01(f).

                  "Incremental C Term Borrowing Date" shall mean each date on
         which the Borrower incurs a Borrowing of Incremental C Term Loans, each
         of which dates shall be the date of effectiveness of the respective
         Incremental Term Loan Commitment Agreement pursuant to which such
         Incremental C Term Loans are to be made; PROVIDED that no such date
         shall occur after the Incremental Term Commitment Termination Date.

                  "Incremental Term Borrowing Date" shall mean and include any
         Incremental B Term Borrowing Date and any Incremental C Term Borrowing
         Date.

                  "Incremental Term Loan" shall mean each Incremental B Term
         Loan and each Incremental C Term Loan.

                  "Incremental Term Commitment" shall mean, for each Incremental
         Term Lender, such Incremental Term Lender's Incremental B Term
         Commitment or Incremental C Term Commitment, as the case may be.

                  "Incremental Term Loan Commitment Agreement" shall mean an
         Incremental Term Loan Commitment Agreement substantially in the form of
         Exhibit L (appropriately completed).

                  "Incremental Term Commitment Termination Date" shall mean
         December 31, 2001.

                  "Incremental Term Lender" shall have the meaning provided in
         Section 1.14(b).

                  "Initial B Term Loan" shall have the meaning provided in
         Section 1.01(a).

                  "Initial B Term Commitment" shall mean, with respect to each
         Lender, the amount set forth opposite such Lender's name on Annex I
         hereto directly below the column entitled "Initial B Term Commitment",
         as the same may be (x) reduced or terminated pursuant to Sections 2.02,
         2.03 and/or 8 or (y) adjusted from time to time as a result of
         assignments to or from such Lender pursuant to Sections 1.13 and/or
         11.04(b) plus the amount, if any, of an Initial B Term Commitment of
         such Lender committed to pursuant to an Initial B Term Commitment
         Renewal.

                  "Initial B Term Commitment Renewal" shall mean the providing
         of additional Initial B Term Commitments from time to time after any
         mandatory repayment of Initial B Term Loans and/or mandatory reduction
         of Initial B Term Commitments pursuant to Section 2.03(b)(iii) or (iv)
         (each, a "B Reduction Event") in an aggregate amount (the


                                      -18-
<PAGE>

         "Additional B Commitment Amount"), selected by the Borrower, not to
         exceed the principal amount of the Initial B Term Loans so repaid and
         the Initial B Term Commitments so reduced, with any Initial B Term
         Commitment Renewal to be effected by: (i) the Borrower requesting in
         writing some or all of the Lenders and/or other Eligible Transferees
         acceptable to the Agents and the Borrower to provide an additional
         Initial B Term Commitment, which request shall be given within 90 days
         following the B Reduction Event but in any event prior to the date
         occurring 255 days after the Closing Date and (ii) each such Lender or
         Eligible Transferee who desires to do so, providing a written notice to
         the Borrower and the Administrative Agent in response to such request
         setting forth the additional Initial B Term Commitment it will offer,
         with the amount so specified (or such lesser amount as is allocated to
         such Lender by the Agents if the aggregate offered additional Initial B
         Term Commitments exceed the Additional B Commitment Amount) to be such
         Person's additional Initial B Term Commitment, it being agreed that any
         such additional Initial B Term Commitments shall terminate on the date
         occurring 270 days after the Closing Date (after giving effect to the
         making of Initial B Term Loans, if any, on such date) and each such
         Person with an additional Initial B Term Commitment shall be a Lender.

                  "Initial B Term Facility" shall mean the Facility evidenced by
         the Total Initial B Term Commitment.

                  "Initial B Termination Date" shall mean the date occurring 270
         days after the Closing Date.

                  "Initial C Term Commitment" shall mean, for each Lender, the
         amount set forth opposite such Lender's name on Annex I hereto directly
         below the column entitled "Initial C Term Commitment," as the same may
         be terminated pursuant to Section 2.03.

                  "Initial C Term Facility" shall mean the Facility evidenced by
         the Total Initial C Term Commitment and the Co-Bank Commitment.

                  "Initial C Term Loan-Floating Rate" shall have the meaning
         provided in Section 1.01(b).

                  "Margin Reduction Discount" shall mean zero, PROVIDED that (I)
         at any time prior to the occurrence of the first Incremental Term
         Borrowing Date to occur after the Sixth Amendment Effective Date, the
         Margin Reduction Discount applicable to B Term Loans and C Term
         Loans-Floating Rate shall be increased to .25% per annum, when, and for
         so long as, the Leverage Ratio as at the end of the then Relevant
         Fiscal Quarter is less than 5.0 to 1 and (II) the Margin Reduction
         Discount applicable to RF Loans and AF Loans (and only such Loans)
         shall be increased to .25%, .50% or .75% per annum, as specified in
         clauses (i), (ii) and (iii) below, as the case may be, when, and for so
         long as, the ratio set forth in such clause has been satisfied as at
         the end of the then Relevant Fiscal Quarter:


                                      -19-
<PAGE>

                  (i) the Margin Reduction Discount for RF Loans and AF Loans
         shall be .25% per annum in the event that as of the end of the Relevant
         Fiscal Quarter the Leverage Ratio is less than 5.50 to 1 but equal to
         or greater than 5.00 to 1;

                  (ii) the Margin Reduction Discount for RF Loans and AF Loans
         shall be .50% per annum in the event that as of the end of the Relevant
         Fiscal Quarter the Leverage Ratio is equal to or greater than 4.50 to 1
         but less than 5.00 to 1; and

                  (iii) the Margin Reduction Discount for RF Loans and AF Loans
         shall be .75% per annum in the event that as of the end of the Relevant
         Fiscal Quarter the Leverage Ratio is less than 4.50 to 1.

                  The Leverage Ratio shall be determined as of the last day of
         the Relevant Fiscal Quarter, by delivery of an officer's certificate of
         the Borrower to the Lenders pursuant to Section 6.01(e), which
         certificate shall set forth the calculation of the Leverage Ratio. The
         Margin Reduction Discount so determined shall apply, except as set
         forth below, from the date on which such officer's certificate is
         delivered to the Administrative Agent to the earlier of (x) the date on
         which the next certificate is delivered to the Administrative Agent
         pursuant to Section 6.01(e) and (y) the 45th day following the end of
         the fiscal quarter in which such first certificate was delivered to the
         Administrative Agent (or the 90th day if such fiscal quarter was the
         last fiscal quarter of a fiscal year). Notwithstanding anything to the
         contrary contained above, the Margin Reduction Discount shall be zero
         (x) if no officer's certificate has been delivered to the Lenders
         pursuant to Section 6.01(e) which sets forth the Leverage Ratio as of
         the last day of the Relevant Fiscal Quarter or the financial statements
         upon which any such calculations are based have not been delivered,
         until such a certificate and/or financial statements are delivered, (y)
         at all times when there shall exist a Default under Section 8.01 or an
         Event of Default and (z) in the case of B Term Loans and C Term
         Loans-Floating Rate only, at all times on and after the first
         Incremental Term Borrowing Date to occur after the Sixth Amendment
         Effective Date. It is understood and agreed that the Margin Reduction
         Discount as provided above shall in no event be cumulative and, in the
         case of the Margin Reduction Discount applicable to RF Loans and AF
         Loans, only the Margin Reduction Discount available pursuant to clause
         (i), (ii) or (iii) of clause (II) of the proviso in the first sentence
         of this definition above, if any, contained in this definition shall be
         applicable.

                  "Sixth Amendment" shall mean the Sixth Amendment to this
         Agreement, dated as of March 30, 2001.

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

                  "Scheduled Reduction" shall have the meaning provided in the
         Credit Agreement immediately prior to the Sixth Amendment Effective
         Date.


                                      -20-
<PAGE>

                  "Specified Prepayment Premium Percentage" shall mean, at any
         time, the highest "Voluntary Prepayment Premium Percentage" specified
         in any Incremental Term Loan Commitment Agreement executed and
         delivered on or prior to such time.

                  "Total Incremental B Term Commitment" shall mean the sum of
         the Incremental B Term Commitments of each of the Lenders.

                  "Total Incremental C Term Commitment" shall mean the sum of
         the Incremental C Term Commitments of each of the Lenders.

                  "Total Initial B Term Commitment" shall mean the sum of the
         Initial B Term Commitments of each of the Lenders. "Total Initial C
         Term Commitment" shall mean the sum of the Initial C Term Commitments
         of each of the Lenders.

                  26. Section 11.04(b) of the Credit Agreement is hereby amended
by deleting the text ", with the consent of the Administrative Agent and the
Borrower (which consents shall not be unreasonably withheld)" appearing the last
sentence of said Section and inserting the text ", with prior written notice to
the Administrative Agent," in lieu thereof.

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

II.      AMENDMENTS TO PLEDGE AGREEMENT.

                  1. The Pledge Agreement is hereby amended by deleting the
third recital appearing therein in its entirety.

                  2. Section 1 of the Pledge Agreement is hereby amended by (i)
deleting the text "such Pledgor" in each instance where it appears in clause (i)
of said Section and inserting the text "the Borrower" in lieu thereof, (ii)
deleting the text "such Pledgor" in the first place such text appears in clause
(ii) of said Section and inserting the text "the Borrower" in lieu thereof and
(iii) deleting the text ", including all obligations, if any, of such Pledgor
under its Guaranty (if any) in respect of Secured Interest Rates Agreements"
appearing in clause (ii) of said Section.

                  3. The Pledge Agreement is hereby amended by the following new
Section 26 immediately following Section 25 thereof:

                  "26. At any time a payment is made by any Pledgor (other than
         the Borrower) (each, a "SUBSIDIARY PLEDGOR") in respect of the
         Obligations from the proceeds of any sale or other disposition of
         Collateral owned by such Subsidiary Pledgor (each, a "RELEVANT
         PAYMENT"), the right of contribution of each Subsidiary Pledgor
         hereunder against each other such Subsidiary Pledgor shall be
         determined as provided in the immediately following sentence, with the
         right of contribution of each Subsidiary Pledgor to be revised and
         restated as of each date on which a Relevant Payment is made. At any
         time


                                      -21-
<PAGE>

         that a Relevant Payment is made by a Subsidiary Pledgor that results in
         the aggregate payments made by such Subsidiary Pledgor hereunder in
         respect of the Obligations to and including the date of the Relevant
         Payment exceeding such Subsidiary Pledgor's Contribution Percentage (as
         defined below) of the aggregate payments made by all Subsidiary
         Pledgors hereunder in respect of the Obligations from the proceeds of
         any sale or other disposition of Collateral owned by the Subsidiary
         Pledgors to and including the date of the Relevant Payment (such
         excess, the "AGGREGATE EXCESS AMOUNT"), each such Subsidiary Pledgor
         shall have a right of contribution against each other Subsidiary
         Pledgor who has made (or whose Collateral has been used to make)
         payments hereunder in respect of the Obligations to and including the
         date of the Relevant Payment in an aggregate amount less than such
         other Subsidiary Pledgor's Contribution Percentage of the aggregate
         payments made to and including the date of the Relevant Payment by all
         Subsidiary Pledgors hereunder in respect of the Obligations from the
         proceeds of any sale or other disposition of Collateral owned by the
         Subsidiary Pledgors (the aggregate amount of such deficit, the
         "AGGREGATE DEFICIT AMOUNT") in an amount equal to (x) a fraction the
         numerator of which is the Aggregate Excess Amount of such Subsidiary
         Pledgor and the denominator of which is the Aggregate Excess Amount of
         all Subsidiary Pledgors multiplied by (y) the Aggregate Deficit Amount
         of such other Subsidiary Pledgor. A Subsidiary Pledgor's right of
         contribution pursuant to the preceding sentences shall arise at the
         time of each computation, subject to adjustment to the time of any
         subsequent computation; PROVIDED, that no Subsidiary Pledgor may take
         any action to enforce such right until the Obligations have been paid
         in full and the Total Commitment has been terminated, it being
         expressly recognized and agreed by all parties hereto that any
         Subsidiary Pledgor's right of contribution arising pursuant to this
         Agreement against any other Subsidiary Pledgor shall be expressly
         junior and subordinate to such other Subsidiary Pledgor's obligations
         and liabilities in respect of the Obligations and any other obligations
         owing under this Agreement. As used in this Section 26: (i) each
         Subsidiary Pledgor's "CONTRIBUTION PERCENTAGE" shall mean the
         percentage obtained by dividing (x) the Adjusted Net Worth (as defined
         below) of such Subsidiary Pledgor by (y) the aggregate Adjusted Net
         Worth of all Subsidiary Pledgors; (ii) the "ADJUSTED NET WORTH" of each
         Subsidiary Pledgor shall mean the greater of (x) the Net Worth (as
         defined below) of such Subsidiary Pledgor and (y) zero; and (iii) the
         "NET WORTH" of each Subsidiary Pledgor shall mean the amount by which
         the fair salable value of such Subsidiary Pledgor's assets on the date
         of any Relevant Payment exceeds its existing debts and other
         liabilities (including contingent liabilities, but without giving
         effect to any obligations arising under this Agreement) on such date.
         All parties hereto recognize and agree that, except for any right of
         contribution arising pursuant to this Section 26, each Subsidiary
         Pledgor who makes (or whose Collateral has been used to make) any
         payment in respect of the Obligations shall have no right of
         contribution or subrogation against any other Subsidiary Pledgor in
         respect of such payment. Each of the Subsidiary Pledgors recognizes and
         acknowledges that the rights to contribution arising hereunder shall
         constitute an asset in favor of the party entitled to such
         contribution. In this connection, each Subsidiary Pledgor has the right
         to waive its contribution right against any Subsidiary Pledgor to the
         extent that after giving effect to such waiver such Subsidiary Pledgor
         would remain solvent, in the determination of the Required Lenders.".


                                      -22-
<PAGE>

III.     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 Sixth
         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 Sixth 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 Sixth 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 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
"Sixth Amendment Effective Date") when each of the following conditions shall
have been satisfied:

                  (i) the Administrative Agent shall have received from each
         Credit Party certified copies of resolutions of the Board of Directors
         of such Credit Party with respect to the matters set forth in this
         Amendment and such resolutions shall be satisfactory to the
         Administrative Agent;

                  (ii) the Administrative Agent shall have received from Paul,
         Hastings, Janofsky & Walker LLP, special New York counsel to the Credit
         Parties, an opinion addressed to the Agents, the Collateral Agent and
         each of the Lenders and dated the Sixth Amendment Effective Date in
         form and substance satisfactory to the Administrative Agent, and
         covering such matters incident to this Amendment as the Administrative
         Agent may reasonably request (including an opinion as to no conflict
         with all Permitted Subordinated Debt and the documentation governing
         the same);


                                      -23-
<PAGE>

                  (iii) the Borrower shall have paid to each Lender which has
         executed and delivered a counterpart of this Amendment on or prior to
         5:00 P.M. (New York time) on Thursday, March 29, 2001, an amendment fee
         equal to the sum of (I) 0.50% of the sum of (x) the Revolving
         Commitment of such Lender as in effect on such date PLUS (y) the
         Acquisition Commitment of such Lender as in effect on such date PLUS
         (II) 0.25% of the aggregate principal amount of the Term Loans made by
         such Lender and outstanding on such date (immediately prior to the
         occurrence of the Sixth Amendment Effective Date);

                  (iv) the Borrower shall have paid to the Administrative Agent
         such fees as may have been agreed to in writing among such parties;

                  (v) the Borrower, each Subsidiary Guarantor, the Required
         AF/RF Lenders, the Required AF Lenders, the Required RF Lenders, the
         Required TF Lenders, the Required B TF Lenders and the Required C 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.

                  6. By executing and delivering a copy hereof, each Credit
Party hereby (x) agrees that all Loans (including, without limitation, upon the
incurrence thereof, the Incremental B Term Loans and Incremental C Term Loans)
shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with
the terms and provisions thereof and shall be fully secured pursuant to the
Pledge Agreement and (y) reaffirms all of its obligations and liabilities under
the various Credit Documents to which it is a party.

                  7. From and after the Sixth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement and the Pledge Agreement shall be deemed to be references to
the Credit Agreement or the Pledge Agreement, as the case may be, as modified
hereby.

                                      * * *


                                      -24-
<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


                                  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


                                  FIRST UNION NATIONAL BANK,
                                    Individually and as Documentation Agent


                                  By: /s/ Franklin M. Wessmock
                                     -------------------------------------------
                                     Name: Franklin M. Wessmock
                                     Title: Sr. 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/ David R. Compbell
                                     -------------------------------------------
                                     Name: David R. Compbell
                                     Title: Vice President


                                  THE TRAVELERS INSURANCE COMPANY


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


                                  UNION BANK OF CALIFORNIA, N.A.


                                  By: /s/ James C. Opdyke
                                     -------------------------------------------
                                     Name: James C. Opdyke
                                     Title: Assistant Vice President
<PAGE>

                                  CENTURA BANK


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


                                  THE CIT GROUP/EQUIPMENT FINANCING, INC.


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


                                  FLEET NATIONAL BANK


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


                                  DELANO COMPANY
                                    By: Pacific Investment Management
                                    Company as its Investment Advisor


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:
<PAGE>

                                  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/ Payson F. Swaffield
                                     -------------------------------------------
                                     Name: Payson F. Swaffield
                                     Title: Vice President


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


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


                                  GENERAL ELECTRIC CAPITAL
                                    CORPORATION


                                  By: /s/ Karl Kieffer
                                     -------------------------------------------
                                     Name: Karl Kieffer
                                     Title: Duly Authorized Signatory
<PAGE>

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


                                  By: /s/ Gail F. Scannell
                                     -------------------------------------------
                                     Name: Gail F. Scannell
                                     Title: Vice President


                                  NATIONAL CITY BANK


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


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


                                  By: /s/ Payson F. Swaffield
                                     -------------------------------------------
                                     Name: Payson F. Swaffield
                                     Title: Vice President


                  Each of the undersigned, each being a Subsidiary Guarantor
under, and as defined in, the Credit Agreement referenced in the foregoing Sixth
Amendment, hereby consents to the entering into of the Sixth Amendment and
agrees to the provisions thereof (including, without limitation, Sections 6 and
7 of Part II thereof).

                                  MJD HOLDINGS CORP.,
                                    as a Subsidiary Guarantor and a Pledgor


                                  By: /s/ Timothy W. Henry
                                     -------------------------------------------
                                     Name: Timothy W. Henry
                                     Title: Vice President of Finance
<PAGE>

                                  MJD VENTURES, INC.,
                                    as a Subsidiary Guarantor and a Pledgor


                                  By: /s/ Timothy W. Henry
                                     -------------------------------------------
                                     Name: Timothy W. Henry
                                     Title: Vice President of Finance


                                  MJD SERVICES CORP.
                                    as a Subsidiary Guarantor and a Pledgor


                                  By: /s/ Timothy W. Henry
                                     -------------------------------------------
                                     Name: Timothy W. Henry
                                     Title: Vice President of Finance


                                  ST ENTERPRISES LTD.
                                    as a Subsidiary Guarantor and a Pledgor


                                  By: /s/ Timothy W. Henry
                                     -------------------------------------------
                                     Name: Timothy W. Henry
                                     Title: Vice President of Finance
<PAGE>

                                  IBM CREDIT CORP.


                                  By: /s/ Thomas S. Curcio
                                     -------------------------------------------
                                     Name: Thomas S. Curcio
                                     Title: Manager of Credit, Commercial &
                                              Special Financing
<PAGE>

                                                                       EXHIBIT L

               FORM OF INCREMENTAL TERM LOAN COMMITMENT AGREEMENT


                            [Names(s) of Lenders(s)]


                                                                          [Date]


FairPoint Communications, Inc.
[Insert Address]


re  INCREMENTAL TERM LOAN COMMITMENT
    --------------------------------

Ladies and Gentlemen:

                  Reference is hereby made to the Credit Agreement, dated as of
March 30, 1998 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), among FairPoint Communications, Inc. (f/k/a MJD
Communications, Inc.) (the "Borrower" or "you"), the lenders from time to time
party thereto (the "Lenders") and Bankers Trust Company, as Administrative Agent
(the "Administrative Agent"). Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings set forth in the Credit
Agreement.

                  Each Lender (each, an "Incremental Term Lender") party to this
letter agreement (this "Agreement") hereby severally agrees that, subject to the
terms and conditions set forth herein, in Annex I hereto and in the Credit
Agreement, it shall provide the Incremental B Term Commitment and/or the
Incremental C Term Commitment set forth opposite its name on Annex I attached
hereto (for each such Incremental Term Lender, its "Incremental Term
Commitment"). Each Incremental Term Commitment provided pursuant to this
Agreement shall be subject to the terms and conditions set forth in the Credit
Agreement, including Section 1.14 thereof.

                  Each Incremental Term Lender and the Borrower acknowledge and
agree that the Incremental Term Commitments provided pursuant to this Agreement
shall constitute either Incremental B Term Commitments or Incremental C Term
Commitments (as specified in Annex I attached hereto) under, and as defined in,
the Credit Agreement. Each Incremental Term Lender and the Borrower further
agree that (i) the maturity date, interest rate provisions (other than the
interest rate margins which may be as specified on Annex I hereto) and scheduled
amortizations applicable to each Incremental Term Loan to be made available
pursuant to its relevant Incremental Term Commitment provided pursuant to this
Agreement are set forth in the relevant provisions of the Credit Agreement, (ii)
the up-front fees payable in respect of the Incremental Term Commitment(s)
provided by it pursuant to this Agreement shall be as set forth in Annex I to
this Agreement and (iii) the "Applicable Base Rate Margin", the "Applicable
Eurodollar Margin" and the "Voluntary Prepayment Premium Percentage" applicable
to the
<PAGE>

                                                                         Annex L
                                                                          Page 2


respective Incremental Term Loans to be made available pursuant to its
Incremental Term Commitments provided pursuant to this Agreement shall be as set
forth in Annex I to this Agreement (subject, however, to the limitations and
requirements of Section 1.14 of the Credit Agreement)(1).

                  Each Incremental Term Lender party to this Agreement (i)
confirms that it has received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial statements referred to
therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Agreement and, to
the extent applicable, to become a Lender under the Credit Agreement, (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, (iii) appoints and
authorizes the Administrative Agent and the Collateral Agent to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Credit Documents as are delegated to the Administrative Agent and
the Collateral Agent, as the case may be, by the terms thereof, together with
such powers as are reasonably incidental thereto, (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender, and (v)
in the case of each lending institution organized under the laws of a
jurisdiction outside the United States, attaches the applicable forms described
in Section 3.04(b) certifying as to its entitlement to a complete exemption from
United States withholding taxes with respect to all payments to be made under
the Credit Agreement and the other Credit Documents. Upon the execution of a
counterpart of this Agreement by such Incremental Term Lenders, the
Administrative Agent and the Borrower, the delivery to the Administrative Agent
of a fully executed copy (including by way of counterparts and by facsimile)
hereof and the payment of any fees (including, without limitation, the upfront
fees payable pursuant to the immediately preceding paragraph and the
administrative fee payable to the Administrative Agent pursuant to Section
1.14(b)(ii) of the Credit Agreement) required in connection herewith, each
Incremental Term Lender party hereto

----------
(1)      The "Applicable Base Rate Margin" and the "Applicable Eurodollar
         Margin" selected for Incremental B Term Loans and Incremental C Term
         Loans may not be less than the "Applicable Base Rate Margin" and the
         "Applicable Eurodollar Margin" applicable to B Term Loans or C Term
         Loans-Floating Rate, as the case may be, as in effect under the Credit
         Agreement prior to the execution and delivery of this Agreement. In
         addition, the "Voluntary Prepayment Premium Percentage" selected for
         Incremental B Term Loans and Incremental C Term Loans may not be less
         than the "Specified Prepayment Premium Percentage" as in effect under
         the Credit Agreement prior to the execution and delivery of this
         Agreement.
<PAGE>

                                                                         Annex L
                                                                          Page 3


(i) shall be obligated to make the Incremental Term Loans provided to be made by
it as provided in this Agreement on the terms, and subject to the conditions,
set forth in the Credit Agreement, and, to the extent applicable, shall become a
Lender pursuant to the Credit Agreement and (ii) to the extent provided in this
Agreement, shall have the rights and obligations of a Lender thereunder and
under the other Credit Documents.

                  The Borrower acknowledges and agrees that all Obligations with
respect to the Incremental Term Loans to be made available to the Borrower shall
be fully secured pursuant to the Pledge Agreement in accordance with the terms
and provisions thereof. Each Subsidiary Guarantor acknowledges and agrees that
all Obligations with respect to the Incremental Term Loans shall be fully
guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and
provisions thereof and shall be fully secured pursuant to the Pledge Agreement
in accordance with the terms and provision thereof.

                  This Agreement shall become effective as of the date (the
"Agreement Effective Date") when (i) the Borrower, each Subsidiary Guarantor,
each Incremental Term Lender and the Administrative Agent 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 the Notice Office, (ii) each condition set forth in
Section 1.14 of the Credit Agreement shall have been satisfied and (iii) the
Borrower shall have paid to each Incremental Term Lender the upfront fee set
forth on Annex I.

                  From and after the Agreement Effective Date, all references in
the Credit Agreement and the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as supplemented hereby.

                  You may accept this Agreement by signing the enclosed copies
in the space provided below, and returning one copy of same to us before the
close of business on __________ __, _____. If you do not so accept this
Agreement by such time, our Incremental Term Commitments set forth in this
Agreement shall be deemed canceled.

                  After the execution and delivery to the Administrative Agent
of a fully executed copy of this Agreement (including by way of counterparts and
by fax) by the parties hereto, this Agreement may only be changed, modified or
varied by written instrument in accordance with the requirements for the
modification of Credit Documents pursuant to Section 11.12 of the Credit
Agreement.
<PAGE>

                                                                         Annex L
                                                                          Page 4


                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                          Very truly yours,

                                          [NAMES OF INCREMENTAL TERM LENDERS]


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

Agreed and Accepted
this ___ day of __________, ____:

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


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


[NAMES OF SUBSIDIARY GUARANTORS]


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


Agreed and Accepted by:

BANKERS TRUST COMPANY,
  as Administrative Agent


By:
   --------------------------------
   Name:
   Title:
<PAGE>

                                                                         ANNEX I
                                                                              to
                                                                       EXHIBIT L


                            TERMS AND CONDITIONS FOR
                   INCREMENETAL TERM LOAN COMMITMENT AGREEMENT


1.       Agreement Effective Date:

         __________, ____ (the "Agreement Effective Date")

2.       Commitment Amounts (as of the Agreement Effective Date):

<TABLE>
<CAPTION>
INCREMENTAL TERM LENDER      INCREMENTAL B TERM COMMITMENT       INCREMENTAL C TERM COMMITMENT
<S>                          <C>                                 <C>

----------------             ------------------                  ------------------

Total                        $                                   $
                              -----------------                   -----------------
</TABLE>

3.       UP-FRONT FEE(2):

4.       "APPLICABLE BASE RATE MARGIN":                                        .
                                       ----------------------------------------

5.       "APPLICABLE EURODOLLAR MARGIN":                                       .
                                        ---------------------------------------

6.       "VOLUNTARY PREPAYMENT PREMIUM PERCENTAGE":                            .
                                                   ----------------------------

7.       ADDITIONAL CONDITIONS PRECEDENT FOR PURPOSES OF SECTION 1.14 OF THE
         CREDIT AGREEMENT.(3)

----------

(2)      Insert up-front fees as may be agreed to by the Borrower, the
         Administrative Agent and Incremental Term Lenders.

(3)      Insert any conditions precedent, for purposes of Sections 1.14 of the
         Credit Agreement, to the making of any Incremental Term Loans that are
         required by the Incremental Term Lenders or the Administrative Agent in
         connection with the provision of Incremental Term Commitments pursuant
         to this Agreement. Any officer's certificate required by Section 1.14
         shall be attached hereto.
<PAGE>

                                                                         Annex I
                                                                          Page 2


8.       NOTICE AND INFORMATION:

                  BANKERS TRUST COMPANY
                  One Bankers Trust Plaza
                  130 Liberty Street
                  New York, NY 10006
                  Attn:
                  Telephone:
                  Telecopier:


                  [NAMES OF INCREMENTAL TERM LENDERS]4
                  Address:
                  Attention:
                  Telephone:
                  Telecopier:


----------

(4)      Provide notice information for each Incremental Term Lender to be party
         to this Agreement.