FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “ Fourth Amendment ”), dated as of January 25, 2007, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “ Borrower ”), various Lenders party to the Credit Agreement and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “ Administrative Agent ”). 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, various Lenders from time to time party thereto (the “ Lenders ”), Bank of America, N.A., as Syndication Agent, CoBank, ACB, and General Electric Capital Corporation, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit Agreement, dated as of February 8, 2005 (as amended, modified and/or supplemented to, but not including, the date hereof, the “ Credit Agreement ”);

WHEREAS, the Borrower has informed the Lenders that it, Verizon Communications Inc., a Delaware corporation (“ Verizon ”), and Northern New England Spinco Inc., a Delaware corporation (“ Spinco ”), have entered into that certain Agreement and Plan of Merger, dated as of January 15, 2007 (as in effect on the date hereof, the “ Merger Agreement ”), pursuant to which Spinco shall merge with and into the Borrower, with the Borrower being the surviving corporation of such merger (the “ Merger ”);

WHEREAS, the Board of Directors of the Borrower has determined that it is in the best interests of the Borrower and its stockholders to enter into the Merger Agreement and to consummate the Merger pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement; and

WHEREAS, subject to the terms and conditions of this Fourth Amendment, the Lenders wish to grant a waiver to certain provisions of the Credit Agreement, and the parties hereto wish to amend certain provisions of the Credit Agreement, in each case as herein provided;

NOW, THEREFORE, IT IS AGREED:

1.               The Lenders hereby waive (subject to the provisions of Section 2 of this Part I below) any Default or Event of Default which may exist pursuant to the Credit Agreement as a result of the Borrower entering into the Merger Agreement or the performance by the Borrower of its obligations, or the exercise of its rights, under or in connection with the Merger Agreement (other than the consummation of the Merger thereunder).

2.               The Borrower and the Lenders understand and agree that (i) this Fourth Amendment shall not apply to permit the consummation of the Merger (or any Change of Control resulting therefrom) and (ii) neither the Borrower nor any of its Subsidiaries shall be permitted to consummate the Merger unless either (x) concurrently therewith or prior thereto, all Commitments and Letters of Credit pursuant to the Credit Agreement are terminated (or, in respect of Letters of Credit, cash collateralized or supported by so called “back-to-back” letters of credit on terms reasonably satisfactory to the Administrative Agent and the relevant Letter of Credit Issuer), all Loans have been repaid in full and all other amounts owing pursuant to the Credit Agreement have been paid in full in cash in accordance with the requirements of the Credit Agreement or (y) the Borrower has obtained the prior written consent of the Required Lenders (which consent may be granted or withheld in the sole discretion of the Lenders, or subject to such terms or conditions as may be imposed by the Lenders) in accordance with the requirements of the Credit Agreement.

1.               Section 3.02(e) of the Credit Agreement is hereby amended by deleting the text “5.00:1.00” appearing in said Section and inserting “5.25:1.00” in lieu thereof.

2.               Section 6.01(d) of the Credit Agreement is hereby amended by (i) inserting the text “(x)” after the text “required by Sections 6.01(a) and (b), shall set forth” appearing in said Section and (ii) inserting the text “, and (y) the amount (and purpose) of each add-back (if any) included in the calculation of Adjusted Consolidated EBITDA for each fiscal quarter included in the Test Period ended on the last day of the respective fiscal quarter or fiscal year of the Borrower, as the case may be, pursuant to clause (xi) of the definition of “Adjusted Consolidated EBITDA”” immediately preceding the text “and (ii) if delivered” appearing in said Section.

3.               Section 6.01(e) of the Credit Agreement is hereby amended by (i) deleting the text “and (ii)” appearing in said Section and inserting the text “, (ii)” in lieu thereof, and (ii) inserting the text “, and (iii) the amount (and purpose) of each add-back (if any) included in the calculation of Adjusted Consolidated EBITDA for each fiscal quarter included in the Test Period then last ended pursuant to clause (xi) of the definition of “Adjusted Consolidated EBITDA”” immediately preceding the period at the end of said Section.

4.               Section 7.08 of the Credit Agreement is hereby amended by (i) deleting the text “and/or” at the end of clause (a) of said Section, (ii) deleting the period at the end of clause (b) of said Section and inserting the text “; and/or” in lieu thereof and (iii) inserting the following new text at the end of said Section:

“(c) amend, modify, change or waive (or permit the amendment, modification, change or waiver of) any term or provision of the Merger Agreement or the Distribution Agreement (as defined in the Merger Agreement), unless such amendment, modification, change or waiver could not reasonably be expected to be adverse to the interests of the Lenders in any material respect (which exception shall include any amendments, modifications, changes or waivers of rights or obligations that are exercisable or enforceable only after the Effective Time (as defined in the Merger Agreement)).”.

5.               Section 7.12 of the Credit Agreement is hereby amended by deleting the text “5.25:1.00” appearing in said Section and inserting the text “5.50:1.00” in lieu thereof.

6.               The definition of “ Adjusted Consolidated EBITDA ” appearing in Section 9 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing before the text “(x) any other non-cash charges” in said definition and inserting a comma in lieu thereof and (ii) inserting the following new text prior to the text “and (B) subtracting therefrom” appearing in said definition:

“, (xi) in the case of any period including a fiscal quarter of the Borrower in the fiscal year of the Borrower ended December 31, 2007, one-time charges recorded as operating expenses of the Borrower and its Subsidiaries and actually incurred during each fiscal quarter included in such period for one of the specified purposes under “Operating Expenses” set forth in Annex XI (as notified to the Administrative Agent pursuant to Section 6.01(d) or (e), as applicable), in an aggregate amount for all charges added back for all fiscal quarters pursuant to this clause (xi) not to exceed the remainder of (I) $72,850,000 less (II) the aggregate amount of such charges (if any) actually incurred for one of the specified purposes under “Capital Expenditures” set forth in Annex XI during each fiscal quarter included in such period that would (in the absence of clause (z) of the proviso appearing in the definition of “Consolidated Capital Expenditures”) be accounted for as Consolidated Capital Expenditures for such period, and (xii) in the case of any period including the fiscal quarter of the Borrower ended December 31, 2006, one-time charges recorded as operating expenses of the Borrower and its Subsidiaries and actually incurred during such fiscal quarter for legal and actuary fees in an aggregate amount not to exceed $2,603,609,”

7.               The definition of “ Available Cash ” appearing in Section 9 of the Credit Agreement is hereby amended by inserting the text “(but exclusive of the cash amount realized on gains from the OP Disposition)” immediately after the text “and the cash amount realized on gains on assets sales other than in the ordinary course of business” appearing in subclause (i) of clause (III) of said definition.

8.               The definition of “ Consolidated Capital Expenditures ” appearing in Section 9 of the Credit Agreement is hereby amended by (i) deleting the text “and (y)” appearing in said definition and inserting the text “, (y)” in lieu thereof and (ii) inserting the following new text prior to the period at the end of said definition:

“and (z) in the case of any period including a fiscal quarter of the Borrower in the fiscal year of the Borrower ended December 31, 2007, exclude cash expenditures recorded as capital expenditures of the Borrower and its Subsidiaries actually made during each fiscal quarter included in such period for one of the specified purposes under “Capital Expenditures” set forth in Annex XI (as notified to the Administrative Agent pursuant to Section 6.01(d) or (e), as applicable), in an aggregate amount for all expenditures excluded for all fiscal quarters pursuant to this clause (z) not to exceed the remainder of (I) $72,850,000 less (II) the aggregate amount of such expenditures (if any) actually made for one of the specified purposes under “Operating Expenses” set forth in Annex XI during each fiscal quarter included in such period that would (in the absence of clause

(A)(xi) of the definition of “Adjusted Consolidated EBITDA”) reduce Adjusted Consolidated EBITDA for such period;”.

9.               The definition of “ Dividend Suspension Period ” appearing in Section 9 of the Credit Agreement is hereby amended by deleting the text “5.00:1.00” appearing in said definition in the two instances where it appears and inserting in both instances the text “5.25:1.00” in lieu thereof.

10.            Section 9 of the Credit Agreement is hereby further amended by (i) deleting the definition of “ Excluded Asset Sale ” appearing in said Section in its entirety and (ii) inserting the following new definitions in said Section in appropriate alphabetical order:

“ Excluded Asset Sale ” shall mean (i) the OP Disposition, so long as (x) the Net Cash Proceeds (determined as if the OP Disposition were an “Asset Sale”) therefrom do not exceed $55,000,000, (y) the chief financial officer of the Borrower shall have delivered an officers’ certificate to the Administrative Agent certifying that such Net Cash Proceeds shall be used in full to (I) finance Qualified Transition Expenses (as defined in the Merger Agreement), (II) refinance Revolving Loans initially incurred to finance such Qualified Transition Expenses and/or (III) refinance other Revolving Loans, in the case of this clause (III) in an aggregate principal amount not exceeding $15,000,000 and (z) such Net Cash Proceeds are so used as certified in preceding clause (y) and (ii) any other sale or other disposition of Non-Core Assets made after the Initial Borrowing Date and identified as an “Excluded Asset Sale” by written notice to the Administrative Agent, so long as the Net Cash Proceeds of such other sale or disposition (determined as if such sale or disposition were an “Asset Sale”), when combined with the aggregate Net Cash Proceeds (determined as provided in the preceding parenthetical) of all other sales and dispositions identified as “Excluded Asset Sales” after the Initial Borrowing Date pursuant to this clause (ii), does not exceed $40,000,000.

“ OP Disposition ” shall mean the sale by the Borrower and/or one of its Subsidiaries of the partnership interests in Orange County Poughkeepsie Limited Partnership, a New York limited partnership, held by such Person to Verizon Wireless, a Delaware general partnership pursuant to, and in accordance with the terms of, the Partnership Interest Purchase Agreement, dated as of January 15, 2007, by and among Verizon Wireless of the East LP, Verizon Wireless and Southside Telephone Corporation.

“ Merger Agreement ” shall mean that certain Agreement and Plan of Merger, dated as of January 15, 2007, among Verizon Communications Inc., a Delaware corporation, Northern New England Spinco Inc., a Delaware corporation, and the Borrower, as the same may be amended modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

11.            The Credit Agreement is hereby further amended by adding new Annex XI thereto in the form of Annex XI attached hereto.

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

(a) no Default or Event of Default exists as of the Fourth Amendment Effective Date (as defined below), both immediately before and immediately after giving effect thereto; and

(b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date, both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Fourth 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 Fourth 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 Fourth 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 FOURTH 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 (WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF).

5.               This Fourth Amendment shall become effective on the date (the “ Fourth Amendment Effective Date ”) when each of the following conditions shall have been satisfied:

(i)               the Borrower, Lenders constituting the Required Lenders and Lenders constituting the Required RF 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 White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, attention: May Yip (facsimile number: 212-354-8113, email address: myip@whitecase.com ); and

(ii)              the Borrower shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (including, without limitation, legal fees and expenses) payable to the Administrative Agent and the Lenders to the extent then due and invoiced.

6.               By executing and delivering a copy hereof, the Borrower hereby agrees that all Loans are secured pursuant to the Pledge Agreement.

7.               The Borrower hereby covenants and agrees that, so long as the Fourth Amendment Effective Date occurs, it shall pay to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on January 25, 2007, a non-refundable cash fee (the “ Amendment Fee ”) in Dollars in an amount equal to 10 basis points ( i.e. , 0.10%) of the amount equal to the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the Fourth Amendment Effective Date and (ii) the Revolving Commitment of such Lender as in effect on the Fourth Amendment Effective Date. The Amendment Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter. The Amendment Fee shall constitute a “Fee” for purposes of the Credit Agreement and be paid by the Borrower to the Administrative Agent for distribution to the relevant Lenders not later than the second Business Day following the Fourth Amendment Effective Date.

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

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Fourth Amendment as of the date first above written.

FAIRPOINT COMMUNICATIONS, INC.

By:_ /s/ John P. Crowley _____________________

Name: John P. Crowley