Exhibit 10.17

                                     RF NOTE

$_____________                                                New York, New York
                                                                 ______ __, ____

          FOR VALUE RECEIVED, FAIRPOINT COMMUNICATIONS, INC. (f/k/a MJD
Communications, Inc.), a Delaware corporation (the "BORROWER"), hereby promises
to pay to the order of _______________________________ (the "LENDER"), in lawful
money of the United States of America in immediately available funds, at the
Payment Office (as defined in the Agreement referred to below) initially located
at 31 West 52nd Street, New York, New York 10019, on the Final Maturity Date (as
defined in the Agreement) the principal sum of ________________ ($____________)
or, if less, the then unpaid principal amount of all RF Loans (as defined in the
Agreement) made by the Lender pursuant to the Agreement.

          The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Agreement.

          This Note is one of the RF Notes referred to in the Credit Agreement,
dated as of March 30, 1998 and amended and restated as of March 6, 2003, among
the Borrower, the lenders from time to time party thereto (including the
Lender), Bank of America, N.A., as Syndication Agent, Wachovia Bank, N.A., as
Documentation Agent, and Deutsche Bank Trust Company Americas (f/k/a Bankers
Trust Company), as Administrative Agent (as so amended and restated and as the
same may be further amended, amended and restated, modified or supplemented from
time to time, the "AGREEMENT"), and is entitled to the benefits thereof and of
the other Credit Documents (as defined in the Agreement). This Note is secured
pursuant to the Pledge Agreement (as defined in the Agreement). As provided in
the Agreement, this Note is subject to voluntary prepayment and mandatory
repayment prior to the Final Maturity Date, in whole or in part.

          In case an Event of Default (as defined in the Agreement) shall occur
and be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

          The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.



          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.


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


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