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                                                                     EXHIBIT 4.2

                        FORM OF SECURITYHOLDERS AGREEMENT

                  SECURITYHOLDERS AGREEMENT (this "Agreement"), dated as of
February [ ], 2005, by and among WCA Management Corporation, a Delaware
corporation, those certain individuals associated with Welsh Carson Anderson &
Stowe listed on the signature pages hereto, Welsh Carson Anderson & Stowe IX,
L.P., a Delaware limited partnership, WCAS IX Associates LLC, a Delaware limited
liability company, those certain members of WCAS IX Associates LLC listed on the
signature pages hereto, WCAS Capital Partners III, LP, a Delaware limited
partnership, Welsh Carson Anderson & Stowe VIII, L.P., a Delaware limited
partnership, WCAS VIII Associates LLC, a Delaware limited liability company and
those certain members of WCAS VIII Associates LLC listed on the signature pages
hereto (collectively, the "Welsh Investors"), Vestar Capital Partners III, L.P.,
a Delaware limited partnership, Vestar Capital Partners IV, L.P., a Delaware
limited partnership and Vestar/Valor, LLC, a Delaware limited liability company
(together with Vestar Capital Partners III, L.P. and Vestar Capital Partners IV,
L.P., the "Vestar Investors"), Citicorp Venture Capital Ltd., a New York
corporation, those certain individuals affiliated with Citicorp Venture Capital
Ltd. listed on the signature pages hereto, CCT Partners VI, L.P., a Delaware
limited partnership and Citicorp Mezzanine III L.P., a Delaware limited
partnership (collectively, the "CVC Investors"), Guayacan Private Equity Fund,
L.P., a [DELAWARE] limited partnership ("Guayacan") and those certain
individuals and entities listed on the signature pages hereto under the heading
"Additional Holders" (the "Additional Holders" and, together with the Welsh
Investors, the Vestar Investors, the CVC Investors and Guayacan, the
"Investors") and Valor Communications Group, Inc. (the "Company"). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in each of the Contribution Agreements (as defined below), including Annex
A thereto.

                  WHEREAS, each of the Investors has entered into a Contribution
Agreement of even date herewith (each, a "Contribution Agreement") with the
Company pursuant to which each Investor has agreed to transfer to the Company
its respective direct or indirect equity interests in certain affiliates of the
Company in exchange for shares of the Company's common stock, par value $0.0001
per share (the "Common Stock"); and

                  WHEREAS, the Company has agreed to provide certain
registration rights to the Investors with respect to any Registrable Securities
(as defined below) held by them upon the terms and subject to the conditions set
forth herein; and

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                  1. Certain Definitions.  As used herein, the following terms
shall have the following respective meanings:

                  "Board" shall mean the Board of Directors of the Company.
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                  "Commission" shall mean the Securities and Exchange
         Commission, or any other Federal agency at the time administering the
         Securities Act.

                  "Company" shall have the meaning set forth in the Recitals
         hereof and shall include any Successor Issuer.

                  "Company Offering" shall have the meaning set forth in Section
         4(e) hereof.

                  "Contribution Agreement" shall have the meaning set forth in
         the Recitals hereof.

                  "CVC Investors" shall have the meaning set forth in the
         Recitals hereof.

                  "CVC Majority" shall mean persons holding a majority of
         Registrable Securities held by all CVC Investors.

                  "Delay Notice" shall have the meaning set forth in Section
         4(e) hereof.

                  "Governmental Entity" shall mean any court, department, body,
         board, bureau, administrative agency or commission or other
         governmental authority or instrumentality in the United States.

                  "Information Delay Notice" shall have the meaning set forth in
         Section 4(e) hereof.

                  "Inspectors" shall have the meaning specified in Section 7(l)
         hereof.

                  "Investors" shall have the meaning set forth in the Recitals
         hereof.

                  "Long-Form Registrations" shall have the meaning set forth in
         Section 4(a) hereof.

                  "Majority Sellers" shall mean a majority (based on the number
         of Registrable Securities owned) of the Investors whose Registrable
         Securities will be sold pursuant to a particular registration
         contemplated by this Agreement.

                  "NASD" shall mean the National Association of Securities
         Dealers, Inc.

                  "Original Holdings" shall mean, with respect to the Welsh
         Investors and the Vestar Investors, such number of shares of Common
         Stock as is equal to the number of shares of Common Stock issued to
         such Investors pursuant to such Investors' Contribution Agreements.

                  "Registration Expenses" shall mean the expenses so described
         in Section 8 hereof.

                  "Registrable Securities" shall mean (i) the Common Stock
         issued to each Investor pursuant to each Investor's Contribution
         Agreement, (ii) any other Common Stock otherwise acquired by any
         Investor, (iii) any Common Stock or other common equity interests of
         the Company issued in respect of the securities described in clauses
         (i) or (ii) above by way of stock split, stock dividend, combination or
         reclassification and (iv) any securities issued to the Investors by the
         Company or any other entity in connection with a


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         merger, consolidation, business combination, recapitalization,
         reorganization and/or exchange of the securities described in clauses
         (i) through (iii) above for other securities of the Company or such
         other entity (such other entity being referred to herein as a
         "Successor Issuer").

                  "Requesting Party" shall have the meaning set forth in Section
         4(a) hereof.

                  "Restricted Securities" shall mean all Registrable Securities
         that have not yet been registered pursuant to the Securities Act or
         that are held by an affiliate of the Company.

                  "Securities Act" shall mean the Securities Act of 1933 or any
         similar Federal statute, and the rules and regulations of the
         Commission thereunder, all as the same shall be in effect at the time.

                  "Selling Expenses" shall mean the expenses so described in
         Section 8 hereof.

                  "Shelf Registration Statement" shall have the meaning set
         forth in Section 4(d) hereof.

                  "Short-Form Registrations" shall have the meaning set forth in
         Section 4(a) hereof.

                  "Successor Issuer" shall have the meaning set forth in clause
         (iv) of the definition of "Registrable Securities" set forth above.

                  "Threshold Amount" shall have the meaning specified in Section
         4(a) hereof.

                  "Transaction Delay Notice" shall have the meaning set forth in
         Section 4(e) hereof.

                  "Underwriting Agreement" shall mean that certain purchase
         agreement, dated as of [ ], 2005, by and among the Company, Valor
         Telecommunications LLC and the underwriters named therein.

                  "Vestar Designee" shall have the meaning set forth in Section
         9(b) hereof.

                  "Vestar Investors" shall have the meaning set forth in the
         Recitals hereof.

                  "Vestar Majority" shall mean persons holding a majority of
         Registrable Securities held by all Vestar Investors.

                  "Welsh Designee" shall have the meaning set forth in Section
         9(a) hereof.

                  "Welsh Investors" shall have the meaning set forth in the
         Recitals hereof.

                  "Welsh Majority" shall mean persons holding a majority of
         Registrable Securities held by all Welsh Investors.


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                  2. Restrictive Legend. Each certificate, if any, representing
Restricted Securities and, except as otherwise provided in Section 3 hereof,
each certificate, if any, issued upon exchange or transfer of any such
securities shall be stamped or otherwise imprinted with a legend substantially
in the following form:

         "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 NOR UNDER APPLICABLE STATE SECURITIES LAWS AND
         MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
         BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS
         AVAILABLE."

                  3. Notice of Proposed Transfer.


                  Except as provided below, prior to any proposed transfer of
any Restricted Securities (other than transfers of Registrable Securities under
the circumstances described in Section 4 or Section 5 hereof), the holder
thereof shall give written notice to the Company of such holder's intention to
effect such transfer, it being understood that written notice of such proposed
transfer given by the holder of Restricted Securities to the transfer agent for
equity interests of the Company shall be deemed to satisfy this notice
requirement. Each such notice shall describe the manner of the proposed transfer
and, if requested by the Company, except as provided below, shall be accompanied
by an opinion of counsel reasonably satisfactory to the Company, to the effect
that the proposed transfer may be effected without registration under the
Securities Act, whereupon such holder shall be entitled to transfer such
securities in accordance with the terms of its notice. Such Restricted
Securities may be distributed by any Investor to its partners, members or
stockholders without prior notice to the Company and without an opinion of
counsel, and may be sold in accordance with Rules 144 or 144A under the
Securities Act without an opinion of counsel, provided that, in the case of a
sale, the Company shall have received such information as the Company may
request to provide it with reasonable assurance that the provisions of Rules 144
or 144A have been satisfied. Each certificate, if any, for Restricted Securities
transferred as above provided shall bear the legend set forth in Section 2,
except that such certificate shall not bear such legend if (i) such transfer is
in accordance with the provisions of Rule 144 (or any other rule permitting
public sale without registration under the Securities Act) or (ii) the opinion
of counsel referred to above is to the further effect that the transferee and
any subsequent transferee (other than an affiliate of the Company) would be
entitled to transfer such securities in a public sale without registration under
the Securities Act.

                  4. Demand Registrations; Shelf Registration.

                  (a) Demand Registrations. At any time after the expiration of
the periods set forth in the lock-up agreements executed in connection with the
Underwriting Agreement (or earlier waiver of, or release from such periods),
either the Welsh Majority or the Vestar Majority (the "Requesting Party") may
request the Company effect the registration under the Securities Act of all or
any portion of the Registrable Securities held by such Requesting Party on Form
S-1 or any similar long-form registration ("Long-Form Registrations"), or, if
available, on Form S-3 or any similar short-form registration ("Short-Form
Registrations"), for sale in the manner specified in such notice; provided that
the Company shall have no obligation to effect a registration pursuant to this
Section 4(a) unless the amount of the Registrable Securities


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requested to be included in such offering would result in initial aggregate
proceeds (determined at the time of the initial filing of the registration
statement relating thereto) in excess of (i) in the case of a Long-Form
Registration statement, $25 million and (ii) in the case of a Short-Form
Registration, $10 million (each of clause (i) and (ii) above, a "Threshold
Amount"); provided further, that the Requesting Party may make a demand
registration pursuant to this Section 4(a) if such demand registration is for
the remaining Registrable Securities of such Requesting Party, even if such
offering would result in initial aggregate proceeds (determined at the time of
the initial filing of the registration statement relating thereto) of less than
the applicable Threshold Amount. Each of the Welsh Majority and the Vestar
Majority shall be entitled to request an unlimited number of Short-Form
Registrations (to the extent the Company is permitted to use Short-Form
Registrations) and the Welsh Majority shall be entitled to request up to two (2)
Long-Form Registrations and the Vestar Majority shall be entitled to request one
(1) Long-Form Registration pursuant to this Section 4(a); provided that the
Company's obligation with respect to any such Long-Form Registration shall be
deemed satisfied only when a registration statement covering the Registrable
Securities specified in the notice received from the Requesting Party for sale
in accordance with the method of disposition specified by the Requesting Party
shall have become effective and, if such method of disposition is a firm
commitment underwritten public offering, at least 75% such Registrable
Securities of the Requesting Party specified in such notice shall have been sold
pursuant thereto, unless the reason the registration statement fails to become
effective, or the effectiveness is not maintained, is due to the fault of the
Requesting Party; provided further that in the case that the registration
statement fails to become effective, or the effectiveness is not maintained, due
to the fault of the Requesting Party, and such Requesting Party agrees to pay
all expenses incurred by it or the Company in connection with such withdrawn
registration, such registration shall not count against the number of Long-Form
Registrations to which the Requesting Party is entitled. Notwithstanding
anything to the contrary contained herein, no request may be made under this
Section 4(a) (A) with respect to a Long-Form Registration, within 180 days after
the effective date of a Long-Form Registration filed by the Company or (B) with
respect to a Short-Form Registration, within 90 days after the effective date of
a Short-Form Registration filed by the Company, provided that in either case a
request may be made before the end of such 90 or 180 day period, as applicable,
in connection with a firm commitment underwritten public offering in which the
Investors shall have been entitled to join pursuant to this Section 4 or Section
5 hereof and in which there shall have been effectively registered not less than
75% of the Registrable Securities as to which registration shall have been so
requested by the Investors.

                  (b) Participation by Other Investors in Demand Registrations;
Procedure. Promptly following receipt of any notice under this Section 4 from
any Requesting Party, the Company shall immediately notify the other holders of
Registrable Securities and shall use its best efforts to register under the
Securities Act for public sale in accordance with the method of disposition
specified in such notice from requesting holders the number of Registrable
Securities specified in such notice (and in any notices received from other
holders within 20 days after notice from the Company), in each case subject to
Section 4(c) below. If such method of disposition shall be an underwritten
public offering, the Board may designate the managing underwriter of such
offering, such underwriter to be reasonably acceptable to the Majority Sellers.


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                  (c) Priority on Demand Registrations by the Requesting Party.
The Company shall not include in any demand registration pursuant to Section
4(a) above, any securities that are not Registrable Securities being sold for
the account of the Investors without the written consent of the Majority
Sellers. If the method of disposition of any such demand registration shall be
an underwritten public offering and the managing underwriter advises the Company
in writing that the number of Registrable Securities and, if permitted
hereunder, other securities requested to be included in such offering, exceeds
the number of Registrable Securities and other securities, if any, which can be
sold therein without adversely affecting the marketability of the offering, the
Company will include in such registration: (A) first, the Registrable Securities
requested to be included in such registration by the Investors, pro rata among
the respective holders thereof on the basis of the number of Registrable
Securities or other securities owned by each such holder, (B) second, all the
securities which the Company proposes to sell for its own account and (C) third,
the other securities requested to be included in such registration, pro rata
among the holders of such securities, based on the number of such securities
which they own. Except as provided in this Section 4(c), the Company will not
file with the Commission any other registration statement with respect to its
Registrable Securities (other than a registration statement on Form S-4 or S-8),
whether for its own account or that of other security holders, from the date of
receipt of a notice from requesting holders pursuant to this Section 4 until the
completion of the period of distribution of the registration contemplated
thereby.

                  (d) Shelf Registration.

                  (i) In addition to the right to participate in the
         registration of Registrable Securities as provided in Section 4(a)
         above, at any time after the expiration of the periods set forth in the
         lock-up agreements executed in connection with the Underwriting
         Agreement (or earlier waiver of, or release from such periods), the
         Requesting Party shall be entitled to request the Company to file a
         shelf registration statement pursuant to Rule 415 of the Securities Act
         (the "Shelf Registration Statement") covering all or any portion of the
         Registrable Securities held by all holders of Registrable Securities,
         provided, however, that the Registrable Securities requested to be
         registered in any Shelf Registration must represent at least 25% of the
         outstanding Registrable Securities held by all holders of Registrable
         Securities. The Company shall use its reasonable best efforts to keep
         such Shelf Registration Statement continuously effective, supplemented
         and amended as required by the provisions of Section 7 hereof to the
         extent necessary to ensure that it is available for resales of the
         Registrable Securities by the holders thereof entitled to benefit from
         this Section 4(d), and to ensure that it conforms to the requirements
         of this Agreement, the Securities Act and the policies, rules and
         regulations of the Commission as announced from time to time, for a
         continuous period that is requested by the Requesting Party not to
         exceed two years following the date on which such Shelf Registration
         Statement becomes effective under the Securities Act or, if earlier,
         until all of the Registrable Securities covered thereby have been sold.

                  (ii) Notwithstanding anything to the contrary contained
         herein, no request may be made under this Section 4(d) (A) with respect
         to a Long-Form Registration, within 180 days after the effective date
         of a Long-Form Registration filed by the Company or (B) with respect to
         a Short-Form Registration, within 90 days after the effective date of a
         Short-Form Registration filed by the Company, in either case covering a
         firm


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         commitment underwritten public offering in which the Investors shall
         have been entitled to join pursuant to this Section 4 or Section 5
         hereof and in which there shall have been effectively registered not
         less than 75% of the Registrable Securities as to which registration
         shall have been so requested by the holders of Registrable Securities.

                  (e) Certain Restrictions.

                  (i) Notwithstanding anything in this Section 4 to the
         contrary, the only securities that the Company shall be required to
         register pursuant to this Section 4 shall be Registrable Securities.

                  (ii) If, upon receipt of a registration request pursuant to
         Section 4(a), the Company is advised in writing by a nationally
         recognized investment banking firm in the United States selected by the
         Company that, in such firm's opinion, a registration by the Company at
         the time and on the terms requested would adversely affect any public
         offering of securities of the Company (other than in connection with
         employee benefit and similar plans) (a "Company Offering") with respect
         to which the Company has commenced preparations for a registration
         prior to the receipt of a registration request pursuant to Section 4(a)
         and the Company furnishes the Investors with a certificate signed by
         the Chief Executive Officer or Chief Financial Officer of the Company
         to such effect (the "Transaction Delay Notice") promptly after such
         request, the Company shall not be required to effect a registration
         pursuant to Section 4(a) until the earliest of (i) 30 days after the
         completion of such Company Offering, (ii) promptly after the
         abandonment of such Company Offering or (iii) 120 days after the date
         of the Transaction Delay Notice; provided that in any event the Company
         shall not be required to effect any registration prior to the
         termination, waiver or reduction of any "blackout period" required by
         the underwriters to be applicable to the Investors in connection with
         any Company Offering; and provided further that in no event shall the
         Company delay such registration for more than 180 days.

                  (iii) If upon receipt of a registration request pursuant to
         Section 4(a) or while a registration request pursuant to Section 4(a)
         is pending, the Company determines in its good faith judgment after
         consultation with its securities counsel that the filing of a
         registration statement or any amendment thereto would require
         disclosure of material information which the Company has a bona fide
         business purpose for preserving as confidential and the Company
         provides the Investors written notice (the "Information Delay Notice"
         and, together with the Transaction Delay Notice, the "Delay Notice")
         thereof promptly after the Company makes such determination, which
         shall be made promptly after the receipt of any request, the Company
         shall not be required to comply with its obligations under Section 4(a)
         until the earlier of (i) the date upon which such material information
         is disclosed to the public or ceases to be material or (ii) 60 days
         after the Investors' receipt of such notice.

                  (iv) Notwithstanding the foregoing provisions of this Section
         4(e), the Company shall be entitled to serve only one Delay Notice (A)
         within any period of 180 consecutive days or (B) with respect to any
         two consecutive registrations requested pursuant to Section 4(a).


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                  (v) The Welsh Majority and the Vestar Majority participating
         in a registration pursuant to Section 4(a) above and the Company shall
         consult with one another at the beginning of, and throughout, the
         registration process to coordinate the timing of the proposed offering,
         among other things, with respect to the existence of any material
         business combination discussions that may be ongoing.

                  5. Incidental Registration. If the Company at any time
proposes to register any of its equity securities under the Securities Act for
sale to the public, whether for its own account or for the account of other
security holders or both (other than (i) a demand registration pursuant to
Sections 4(a) hereof or (ii) with respect to registration statements on Form S-4
or S-8 or another form not available for registering Registrable Securities for
sale to the public), each such time, it will give written notice to all holders
of Registrable Securities of its intention so to do. Upon the written request of
any such holder given within 20 days after any such notice, to register any of
such holder's Registrable Securities (which request shall state the intended
method of disposition thereof), the Company will use its best efforts to cause
the Registrable Securities as to which registration shall have been so requested
to be included in the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent requisite to permit the
sale or other disposition by the holder (in accordance with its written request)
of such Registrable Securities so registered. In the event that any registration
pursuant to this Section 5 shall be, in whole or in part, an underwritten public
offering, any request by a holder pursuant to this Section 5 to register
Registrable Securities shall specify that either (i) such Registrable Securities
are to be included in the underwriting on the same terms and conditions as the
securities of the Company otherwise being sold through underwriters under such
registration or (ii) such Registrable Securities are to be sold in the open
market without any underwriting, on terms and conditions comparable to those
normally applicable to offerings of common equity in reasonably similar
circumstances. If the method of disposition of any such registration shall be an
underwritten public offering and the managing underwriter advises the Company in
writing that the number of securities requested to be included in such offering
exceeds the number of securities which can be sold therein without adversely
affecting the marketability of the offering, the Company will include in such
registration: (A) first, all the securities which the Company proposes to sell
for its own account, (B) second, the Registrable Securities (pro rata among the
holders of Registrable Securities requesting that their Registrable Securities
be included pursuant to this Section 5, based upon the number of Registrable
Securities which they own) and (C) third, the other securities requested to be
included in such registration, pro rata among the holders of such securities,
based on the number of such securities which they own.

                  6. Holdback Agreements.

                  (a) Each holder of Registrable Securities shall not effect any
public sale or distribution (including sales pursuant to Rule 144) of
Registrable Securities during the seven days prior to the 90-day period
beginning on the effective date of any underwritten registration of securities
of the Company pursuant to the Securities Act (except as part of such
underwritten registration), unless the underwriters managing the registered
public offering otherwise agree.

                  (b) The Company shall not effect any public sale or
distribution of its securities during the seven days prior to and during the
180-day period beginning on the effective date of any underwritten registration
contemplated in Sections 4 and 5 above (except as part of such


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underwritten registration or pursuant to registrations on Form S-8 or any
successor form), unless the underwriters managing the registered public offering
otherwise agree.

                  7. Registration Procedures. If and whenever the Company is
required to use its best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in this Agreement,
the Company will, as expeditiously as possible:

                  (a) use its best efforts to prepare and file with the
Commission within 30 days (or, for a Short-Form Registration, 15 days), after
receipt of a request for registration with respect to such Registrable
Securities, a registration statement or prospectus on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate,
and which form shall be available for the sale of the Registrable Securities in
accordance with the intended methods of distribution thereof, and use its best
efforts to cause such registration statement to become and remain effective as
promptly as practicable, subject to the Majority Sellers' right to defer the
Company's request for the acceleration of effectiveness of any such registration
statement as may be necessary to accommodate the anticipated timetable for such
offering; provided that before filing with the Commission a registration
statement or any amendments or supplements thereto, the Company will (i) furnish
to the selling Investors copies of the form of prospectus (including the
preliminary prospectus) proposed to be filed and furnish to counsel for the
selling Investors copies of all such documents proposed to be filed, which
documents will be subject to the review of such counsel and shall not be filed
without the approval of such counsel (which approval shall not be unreasonably
withheld) and (ii) notify the selling Investors of any stop order issued or
threatened by the Commission and take all reasonable actions required to prevent
the entry of such stop order or to remove it if entered;

                  (b) subject to Section 4(d) in the case of a Shelf
Registration Statement, prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus (including each
preliminary prospectus) used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than 180 days or
such shorter period which will terminate when all Registrable Securities covered
by such registration statement have been sold (but not before the expiration of
the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder), and comply with the provisions of the Securities Act applicable to
it with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;

                  (c) promptly furnish to each Investor and each underwriter, if
any, of Registrable Securities covered by such registration statement such
number of copies of such registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto), in conformity with the
requirements of the Securities Act, copies of any correspondence with the
Commission relating to the registration statement and such other documents as
any Investor or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities by such Investor;

                  (d) use its reasonable best efforts to register or qualify
such Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any Investor or each underwriter, if any, reasonably requests
and do any and all other acts and things which may be


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reasonably necessary or advisable to enable such Investor and each underwriter,
if any, to consummate the disposition in such jurisdictions of the Registrable
Securities; provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (d), (ii) subject itself to taxation
in any such jurisdiction or (iii) consent to general service of process in any
such jurisdiction;

                  (e) use its best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or approved by such
other Governmental Entities as may be necessary to enable the selling Investors
to consummate the disposition of such Registrable Securities;

                  (f) immediately notify the selling Investors at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event which comes to the Company's attention if as a
result of such event the prospectus included in such registration statement
contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading and the
Company will promptly prepare and furnish to the selling Investors a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;

                  (g) use its reasonable best efforts to prevent the issuance of
and obtain the withdrawal of any stop order suspending the effectiveness of a
registration statement relating to the Registrable Securities at the earliest
practicable moment;

                  (h) if requested by the managing underwriter or underwriters
or any Investor, immediately incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriters and each
applicable selling Investor agree and reasonably request should be included
therein relating to the plan of distribution with respect to such Registrable
Securities, including information with respect to the number of Registrable
Securities being sold to such underwriters, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the
underwritten (or best efforts underwritten) offering of the Registrable
Securities to be sold in such offering, and make all required filings of such
prospectus supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;

                  (i) cooperate with the Investors and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least three business days prior to any sale of the Registrable
Securities to the underwriters;

                  (j) use its best efforts to cause all such Registrable
Securities to be listed on each such securities exchange or quotation system on
which the same securities issued by the Company are then listed, if any, and
enter into such customary agreements including a listing


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<PAGE>
application and indemnification agreement in customary form if the applicable
listing requirements are satisfied, and to provide a transfer agent and
registrar for such Registrable Securities covered by such registration statement
no later than the effective date of such registration statement;

                  (k) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions as the
Majority Sellers or the underwriters, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities,
including, without limitation, customary indemnification and customary
participation in "road show" presentations to potential investors;

                  (l) make available for inspection by the Investors, any
underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by any Investor
or underwriter (collectively, the "Inspectors"), all financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, if any, as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Company's and its
subsidiaries' officers, directors and employees to supply all information and
respond to all inquiries reasonably requested by any such Inspector in
connection with such registration statement;

                  (m) use its best efforts to obtain (i) an opinion of outside
counsel to the Company and (ii) a "cold comfort" letter or letters from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by opinions and "cold comfort" letters
(provided, that the term "customarily" as applied to any Registrable Securities
shall be deemed to include, without limitation, letters and opinions delivered
to the Company in connection with the initial public offering of Common Stock)
as the selling Investors or the underwriter reasonably requests;

                  (n) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, within the required time periods, an earning statement
covering the required periods, which earning statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any
successor provisions thereto;

                  (o) promptly prior to the filing of any document which is to
be incorporated by reference into the registration statement or the prospectus
(after the initial filing of the registration statement, including each
preliminary prospectus), provide copies of such document to counsel to the
selling Investors and to the managing underwriters, if any, make the Company's
representatives available for discussion of such document and make such changes
in such document prior to the filing thereof as counsel for the selling
Investors may reasonably request;

                  (p) promptly notify the selling Investors, counsel for the
selling Investors, and the managing underwriter or agent and provide them with
copies of such relevant documents, (i) when the registration statement, or any
post-effective amendment to the registration statement, shall have become
effective, or any supplement to the prospectus or any amendment to the
prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request of the Commission to amend the registration
statement or amend or supplement


                                       11
<PAGE>
the prospectus or for additional information, and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any prospectus, or
of the suspension of the qualification of the registration statement for
offering or sale in any jurisdiction, or of the institution or threatening of
any proceedings for any of such purposes; and

                  (q) cooperate with the selling Investors and each underwriter
or agent participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
any securities exchange and/or the NASD. It shall be a condition precedent to
the obligation of the Company to take any action pursuant to this Agreement in
respect of the securities which are to be registered at the request of any
Investor that such Investor shall furnish to the Company such information
regarding the securities held by such Investor and the intended method of
disposition thereof as the Company shall reasonably request in connection with
such registration. Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in clause (f) of
Section 7 hereof, such Investor will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Investor receives the copies of the prospectus
supplement or amendment contemplated by clause (f) of Section 7 hereof, and, if
so directed by the Company, such Investor will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Investor's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the period mentioned in clause (b) of Section 7 hereof
shall be extended by the greater of (i) three months or (ii) the number of days
during the period from and including the date of the giving of such notice
pursuant to clause (f) of Section 7 hereof to and including the date when such
Investor shall have received the copies of the prospectus supplement or
amendment contemplated by clause (f) of Section 7 hereof.

                  8. Expenses. All expenses incurred by the Company in complying
with Sections 4 and 5 hereof, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of its counsel and of
independent public accountants for the Company, reasonable fees and
disbursements of one counsel chosen to represent all selling holders of
Registrable Securities, fees of the NASD, transfer taxes, and fees of transfer
agents and registrars, but excluding any Selling Expenses, are herein called
"Registration Expenses." All underwriting discounts and selling commissions
applicable to the sale of Registrable Securities are herein called "Selling
Expenses."

                  The Company will pay all Registration Expenses in connection
with each registration statement filed pursuant hereto. All Selling Expenses in
connection with any registration statement filed pursuant to Section 4 or
Section 5 hereof shall be borne by the participating sellers and by such persons
other than the Company (except to the extent the Company shall be a seller) in
proportion to the number of securities sold by each.

                  9. Board of Directors

                  Subject to the requirements of applicable law and the rules
and regulations of any applicable securities exchange, system or market on which
the securities of the Company may


                                       12
<PAGE>
from time to time be traded, listed or included for trading that would preclude
any such person serving in any capacity described below, each of the Welsh
Investors and the Vestar Investors hereby agree to vote all of such Investor's
Common Stock and any other voting securities of the Company over which such
Investor has voting control, to the extent any such securities can be voted for
any such purpose, and the Company shall take all necessary and desirable actions
within its control to support the nomination of such designees (including,
without limitation, naming and supporting the election of such designees on the
Company's proxy statements), such that:

                  (a) three (3) of the Company's directors shall be designated
by the Welsh Majority (the "Welsh Designees"), and each of the Vestar Investors
shall vote in favor of the Welsh Designees; provided, however, that the number
of Welsh Designees shall be reduced (x) by one (1) to the extent that the Welsh
Investors own at least twenty-two percent (22%) but less than forty-four percent
(44%) of their Original Holdings, (y) by two (2) to the extent that the Welsh
Investors own less than twenty-two percent (22%) of their Original Holdings and
(z) by three (3) to the extent that the Welsh Investors no longer own any Common
Stock;

                  (b) two (2) of the Company's directors shall be designated by
the Vestar Majority (the "Vestar Designees"), and each of the Welsh Investors
shall vote in favor of the Vestar Designees; provided, however, that the number
of Vestar Designees shall be reduced (y) by one (1) to the extent that the
Vestar Investors own less than fifty percent (50%) of their Original Holdings
and (z) by two (2) to the extent that the Vestar Investors no longer own any
Common Stock;

                  (c) any committees of the Board shall consist of at least one
Welsh Designee (for so long as the Welsh Investors own any Common Stock) and one
Vestar Designee (for so long as the Vestar Investors own any Common Stock);

                  (d) in the event that any representative designated hereunder
for any reason ceases to serve as a member of the Board or any committee thereof
during such representative's term of office, the resulting vacancy on the Board
or committee shall be filled by a representative (other than a representative
who previously served on such Board and was removed by the Board for cause)
designated by the Investors that have the right to designate the director who
ceases to serve; and

                  (e) the voting provisions of this Section 9 shall apply to
persons designated by the applicable Investor group, regardless of how the
person who is designated is ultimately nominated for or otherwise submitted to
the stockholders of the Company for election to the Board.

                  10. Indemnification

                  (a) Indemnification by the Company. In the event of any
registration of any Registrable Securities of the Investors under the Securities
Act pursuant to Section 4 or Section 5 hereof, the Company will, and it hereby
does, indemnify and hold harmless, to the full extent permitted by law, each
selling Investor, their directors and officers, employees, stockholders, general
partners, limited partners, members, advisory directors and managing directors
(and


                                       13
<PAGE>
directors, officers, stockholders, general partners, limited partners, members,
advisory directors, managing directors and controlling persons thereof), each
other person who participates as an underwriter in the offering or sale of such
securities and each other person, if any, who controls, is controlled by or is
under common control with such Investor within the meaning of the Securities Act
and (individually, an "Indemnified Party" and collectively, the "Indemnified
Parties"), against any and all losses, claims, damages or liabilities, joint or
several, and reasonable expenses (including, without limitation, reasonable
attorney's fees) to which such Indemnified Party may become subject under the
Securities Act, state securities or blue sky laws, common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) or expenses arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained,
on the effective date thereof, in any registration statement under which such
Registrable Securities were registered under the Securities Act, any prospectus
(including each preliminary prospectus) contained therein, or any amendment or
supplement thereto or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading (in the case of a prospectus (including each preliminary
prospectus), in light of the circumstances under which they are made), and the
Company will reimburse each such Indemnified Party for any legal or any other
expenses reasonably incurred by them as such expenses are incurred in connection
with investigating or defending such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement or amendment or supplement thereto or in any such
prospectus (including each preliminary prospectus) in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such Indemnified Party specifically stating that it
is for use in the preparation thereof; provided, further, that the Company shall
not be required to indemnify any such Indemnified Party if such untrue statement
or omission or alleged untrue statement or omission was contained or made in any
preliminary prospectus and corrected in the final prospectus or any amendment or
supplement thereto and the final prospectus does not contain any other untrue
statement or omission or alleged untrue statement or omission of a material fact
that was the subject matter of the related proceeding and any such loss,
liability, claim, damage or expense suffered or incurred by such Indemnified
Party resulted from any action, claim or suit by any person who purchased
Registrable Securities which are the subject thereof from such Indemnified Party
and it is established in the related proceeding that such Indemnified Party
failed to deliver or provide a copy of the final prospectus (as amended or
supplemented) to such person with or prior to the confirmation of the sale of
such Registrable Securities sold to such person if required by applicable law,
unless such failure to deliver or provide a copy of the final prospectus (as
amended or supplemented) was a result of noncompliance by the Company with this
Agreement or as a result of the failure of the Company to provide such final
prospectus. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of each Indemnified Party and shall
survive the transfer of such securities by any Investor.

                  (b) Indemnification by the Investors and Underwriters. The
Company may require, as a condition to including Registrable Securities in any
registration statement filed in accordance with Section 4 or Section 5 hereof,
that the Company will have received an undertaking reasonably satisfactory to it
from any selling Investor or any underwriter to


                                       14
<PAGE>
indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 10(a)) the Company and its directors, officers, employees,
controlling persons and all other prospective sellers and their respective
directors, officers, general and limited partners, managing directors, and their
respective controlling persons (individually, a "Company Indemnified Party" and
collectively, the "Company Indemnified Parties"), against any and all losses,
claims, damages or liabilities, joint or several, and expenses (including any
amounts paid in any settlement effected with the consent of the applicable
Investor and underwriter) to which the Company Indemnified Parties may become
subject under the Securities Act, state securities or blue sky laws, common law
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) or expenses arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement under
which such Registrable Securities were registered under the Securities Act, any
prospectus (including each preliminary prospectus) contained therein, or any
amendment or supplement thereto or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of a prospectus (including
each preliminary prospectus), in light of the circumstances under which they are
made), and the applicable Investor and underwriter will reimburse the Company
Indemnified Parties for any legal or any other expenses reasonably incurred by
them as such expenses are incurred in connection with investigating or defending
such loss, claim, liability, action or proceeding; provided that any Investor
and any underwriter shall only be liable in any such case if any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement or amendment
or supplement thereto or in any such prospectus (including each preliminary
prospectus) in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such Investor or
any such underwriter specifically stating that it is for use in the preparation
thereof; provided, further, that such Investor or underwriter shall not be
required to indemnify the Company if such untrue statement or omission or
alleged untrue statement or omission was contained or made in any preliminary
prospectus and corrected in the final prospectus or any amendment or supplement
thereto and the final prospectus does not contain any other untrue statement or
omission or alleged untrue statement or omission of a material fact that was the
subject matter of the related proceeding and is covered by such Investor's or
underwriter's obligation under this Section 10(b) and any such loss, liability,
claim, damage or expense suffered or incurred by the Company resulted from any
action, claim or suit by any person who purchased Registrable Securities or
other securities of the Company which are the subject thereof from the Investor
or the Company or another holder and it is established in the related proceeding
that a copy of the final prospectus (as amended or supplemented) was delivered
or provided to such person with or prior to the confirmation of the sale of such
Registrable Securities sold to such Person if required by applicable law. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of any Company Indemnified Party. No Investor shall be
liable under any indemnity provided pursuant to this Section 10 for any amounts
exceeding the product of the purchase price per Registrable Security and the
number of Registrable Securities being sold pursuant to such registration
statement or prospectus by such Investor.

                  (c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to


                                       15
<PAGE>
which a claim for indemnification may be made pursuant to this Section 10, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party, promptly give written notice to the latter of the
commencement of such action; provided, however, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under Section 10(a) and 10(b), except to
the extent that the indemnifying party is actually materially prejudiced by such
failure to give notice. If any such claim or action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim, the indemnifying party will be entitled to participate
in and, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof, unless in such indemnified party's reasonable judgment
a conflict of interest between such indemnified and indemnifying parties arises
in respect of such claim after the assumption of the defense thereof or a court
of competent jurisdiction determines that the indemnifying party is not
vigorously defending such action or proceeding. An indemnifying party will not
be subject to any liability for any settlement made without its consent (which
consent shall not be unreasonably withheld). No indemnifying party will consent
to entry of any judgment or enter into any settlement of any pending or
threatened proceeding which (i) does not include as an unconditional term
thereof the giving by the claimant or plaintiff to all indemnified parties of a
release from all liability in respect to such claim or litigation, (ii) involves
the imposition of equitable remedies or the imposition of any non-financial
obligations on such indemnified party or (iii) otherwise adversely affects such
indemnified party, other than as a result of the imposition of financial
obligations for which such indemnified party will be indemnified hereunder.
Notwithstanding anything to the contrary contained herein, an indemnifying party
will not be obligated to pay the fees and expenses of more than one counsel
(together with local counsel) for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim, in
which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels (together with the fees of local
counsel).

                  (d) Contribution. If the indemnification provided for in this
Section 10 is unavailable to an indemnified party under Section 10(a) or 10(b)
hereof (other than by reason of exceptions provided in those Sections) in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, and the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party, on the one hand, and of the indemnified party,
on the other hand, shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the


                                       16
<PAGE>
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 10(a) or 10(b), any legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any action or claim.

                  The Company and the Investors agree that it would not be just
and equitable if contribution pursuant to this Section 10(d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 10(d), no Investor
shall be required to contribute any amount in excess of the net amount by which
the total net price at which the Registrable Securities sold by such Investor to
any purchaser exceeds the amount of any damages which such Investor has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act )
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

                  (e) Other Indemnification. Indemnification and contribution
similar to that specified in Section 10(a) and 10(b) (with appropriate
modifications) shall be given by the Company and each Investor with respect to
any required registration or other qualification of securities under any
federal, state or blue sky law or regulation of any Governmental Entity other
than as required by the Securities Act.

                  (f) Non-Exclusivity. The obligations of the parties under this
Section 10 shall be in addition to any indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of any indemnified party and shall survive the transfer of any of
the Registrable Securities by any such party.

                  (g) Indemnification Payments. The indemnification and
contribution required by Sections 10(a), 10(b) and 10(d) shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or liability
is incurred.

                  11. Changes in Registrable Securities. Notwithstanding
anything in this Agreement to the contrary, if, and as often as, there are any
changes in the Registrable Securities by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization (including any three-party transaction in
which the holders of Registrable Securities receive securities of the parent or
affiliate of a merging or acquiring entity), or by any other means, appropriate
adjustment shall be made in the provisions hereof, including the addition as a
party hereto of any successor to the Company or issuer of the Registrable
Securities so changed as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Registrable Securities as so
changed.


                                       17
<PAGE>
                  12. Availability of Rule 144. So long as there are Registrable
Securities outstanding, the Company will file the reports required to be filed
by it under the Securities Act and the Securities Exchange Act of 1934 and the
rules and regulations adopted by the Commission thereunder, to the extent
required from time to time to enable any holder of Registrable Securities to
sell such Registrable Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the
Securities Act or any similar rule or regulation allowing such holders to sell
without registration under the Securities Act, as such rule or laws may be
amended from time to time; provided, however, that so long as there are
Registrable Securities outstanding, the Company shall continue to file such
reports as may be required to satisfy the requirements of Rule 144(c) even if
not required to do so pursuant to the Securities Exchange Act of 1934.

                  13. Miscellaneous.

                  (a) Remedies. The Company and each Investor acknowledge and
agree that in the event of any breach of this Agreement by any of them, the
Investors and the Company would be irreparably harmed and could not be made
whole by monetary damages. Each party accordingly agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate and
that the parties, in addition to any other remedy to which they may be entitled
at law or in equity, shall be entitled to compel specific performance of this
Agreement.

                  (b) Entire Agreement. This Agreement constitutes the entire
agreements and understandings of the parties hereto in respect of the subject
matter contained herein, and there are no restrictions, promises,
representations, warranties, covenants, or undertakings with respect to the
subject matter hereof, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.

                  (c) Notices. Any notice, request, instruction or other
document to be given hereunder by any party hereto to another party hereto shall
be in writing, shall be delivered personally or sent by certified or registered
mail, postage prepaid, return receipt requested, or by Federal Express or other
delivery service, to the Company or such other party hereto at the addresses set
forth in Schedule I hereto and to any other recipient and to any subsequent
holder of Registrable Securities subject to this Agreement at such address as
indicated by the Company's records or to such other address as the party to whom
notice is to be given may provide in a written notice to the Company, a copy of
which written notice shall be maintained on file with the Secretary of the
Company. Any notice, request, instruction or document shall be deemed to have
been received on the date of delivery thereof.

                  (d) Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Delaware without
regard to principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.

                  (e) Jurisdiction. The courts of the State of New York in New
York County and the United States District Court for the Southern District of
New York shall have jurisdiction over the parties with respect to any dispute or
controversy between them arising under or in


                                       18
<PAGE>
connection with this agreement and, by execution and delivery of this Agreement,
each of the parties to this Agreement submits to the exclusive jurisdiction of
those courts, including but not limited to the in personam and subject matter
jurisdiction of those courts, waives any objections to such jurisdiction on the
grounds of venue or forum non conveniens, the absence of in personam or subject
matter jurisdiction and any similar grounds, consents to service of process by
mail (in accordance with Section 10(c)) or any other manner permitted by law,
and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement.

                  (f) MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR
DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

                  (g) Severability. The invalidity, illegality or
unenforceability of one or more of the provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of this Agreement, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.

                  (h) Other Agreements. Nothing contained in this Agreement
shall be deemed to be a waiver of, or release from, any obligations any party
hereto may have under, or any restrictions on the transfer of Registrable
Securities or other securities of the Company imposed by, any other agreement or
any rights granted by the Company to any person regarding other securities of
the Company.

                  (i) Successors; Assigns; Transferees. The provisions of this
Agreement shall be binding upon and accrue to the benefit of the parties hereto
and their respective heirs, personal representatives, successors and permitted
assigns. In addition, and whether or not any express assignment shall have been
made, the provisions of this Agreement which are for the benefit of the
Investors shall also be for the benefit of and enforceable by any transferee or
subsequent holder of Registrable Securities, subject to the provisions contained
herein; provided that the Company is given written notice at the time or within
90 days of said transfer, stating the name and address of the Transferee and
identifying the securities with respect to which such registration rights are
being transferred; and provided, further, that the Transferee or assignee of
such rights assumes in writing the obligations of such Investor under this
Agreement (in which case such Investor shall be released from such
obligations).

                  (j) Information to be Furnished by the Investors. Each
Investor shall furnish to the Company such information as the Company may
reasonably request and as shall be required in connection with the registration
and related proceedings referred to herein.




                                       19
<PAGE>
                  (k) Amendments, Waivers. This Agreement may not be amended,
modified or supplemented and no waivers of or consents to departures from the
provisions hereof may be given unless consented to in writing by the Company,
the Welsh Majority and the Vestar Majority and, to the extent it would alter or
modify its rights to participate in any registration of Registrable Securities
hereunder, the CVC Majority; provided, however, that any amendment,
modification, supplement or waiver of or to this Agreement that treats any
Investor differently than any other Investor shall require, in addition to the
consent specified above, the consent of Investors holding a majority of the
Registrable Securities of each group of similarly treated Investors.

                  (l) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same Agreement.

                  (m) Limited Liability. Notwithstanding any other provision of
this Agreement, neither the stockholders, members, general partners, limited
partners, advisory directors or managing directors, or any directors or officers
of any stockholders, members, general partners, limited partners, advisory
directors or managing directors, nor any future stockholders, members, general
partners, limited partners, advisory directors or managing directors, if any, of
any Investor shall have any personal liability for performance of any obligation
of such Investor under this Agreement.

                  (n) Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to the
Registrable Securities which would (i) adversely affect the ability of any
Investor to include such Registrable Securities in a registration undertaken
pursuant to this Agreement or (ii) adversely affect the marketability of such
Registrable Securities in any such registration.

                  (o) Other Registration Rights.

                  (i) The Company covenants that it will not grant any right of
         registration under the Securities Act relating to its shares of Common
         Stock or other securities to any person unless the Investors shall be
         entitled to have included in any registration effected (i) pursuant to
         Section 4 hereof, all Registrable Securities requested by it to be so
         included prior to the inclusion of any securities requested to be
         registered by the persons entitled to any such other registration
         rights pursuant to any provision providing incidental registration
         rights comparable to those contained in Section 5 hereof and (ii)
         pursuant to Section 5 hereof, in the order of priority specified in
         such Section 5.

                  (ii) If the Company at any time grants to any other holders of
         shares of Common Stock or other securities of the Company any rights to
         request the Company to effect the registration (whether requested or
         incidental) under the Securities Act of any such securities on any
         terms more favorable to such holders than the terms set forth in this
         Agreement, the terms of this Agreement shall, at the request of the
         Investors holding a majority of the Registrable Securities, be deemed
         amended or supplemented to the extent necessary to provide the
         Investors such more favorable rights and benefits.


                                       20
<PAGE>
                  (iii) The Company covenants that it will not enter into, or
         cause or permit any of its subsidiaries to enter into, any agreement
         which conflicts with or limits or prohibits the exercise of the rights
         granted to the Investors in this Agreement.

                  (p) Headings. The headings and captions contained herein are
for convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.


                                       21
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

                                        VALOR COMMUNICATIONS GROUP, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:



                                        WCA Management Corporation
                                        Welsh Carson Anderson & Stowe IX, L.P.
                                        WCAS IX Associates LLC
                                        WCAS Capital Partners III, LP
                                        Welsh Carson Anderson & Stowe VIII, L.P.
                                        WCAS VIII Associates LLC
                                        Patrick J. Welsh
                                        Russell L. Carson
                                        Bruce K. Anderson
                                        Andrew M. Paul
                                        Pondfield Holdings, L.P.
                                        Thomas E. McInerney
                                        Robert A. Municucci
                                        Anthony J. deNicola
                                        Paul B. Queally
                                        Lawrence B. Sorrel
                                        D. Scott Mackesy
                                        John Clark
                                        Sean M. Traynor
                                        John Almeida, Jr.
                                        Sanjay Swani
                                        Eric Lee
                                        Jonathan M. Rather
                                        Lauren Melkus
                                        c/o WELSH, CARSON, ANDERSON & STOWE


                                           By: ________________________________
                                               Name:   [                     ]
                                               Title:  [                     ]
<PAGE>
                                           VESTAR CAPITAL PARTNERS III, L.P.
                                           By: Vestar Associates III, L.P.
                                           Its: General Partner
                                           By: Vestar Associates Corporation III
                                           Its: General Partner


                                           By: _________________________________
                                               Name:  [                      ]
                                               Title: [                      ]


                                           VESTAR CAPITAL PARTNERS IV, L.P.
                                           By: Vestar Associates IV, L.P.
                                           Its: General Partner
                                           By: Vestar Associates Corporation IV
                                           Its: General Partner


                                           By: _________________________________
                                               Name:  [                      ]
                                               Title: [                      ]


                                           VESTAR/VALOR, LLC
                                           By: Vestar Associates IV, L.P.
                                           Its: Managing Member
                                           By: Vestar Associates Corporation IV
                                           Its: General Partner


                                           By: _________________________________
                                               Name:  [                      ]
                                               Title: [                      ]
<PAGE>
                                        Citicorp Venture Capital Ltd.
                                        CCT Partners VI, L.P.
                                        Citicorp Mezzanine III L.P.
                                        CCT Partners VI, L.P.
                                        Richard M. Cashin, Jr.
                                        Natasha Foundation
                                        David Y. Howe
                                        Richard E. Mayberry
                                        David F. Thomas
                                        John D. Weber
                                        c/o CITICORP VENTURE CAPITAL LTD.


                                           By: _________________________________
                                               Name:  [                      ]
                                               Title: [                      ]


                                        GUAYACAN PRIVATE EQUITY FUND, L.P.
                                        By:  [   ]
                                        Its:  General Partner


                                        By: _________________________________
                                            Name:  [                     ]
                                            Title: [                     ]
<PAGE>
                                        ADDITIONAL HOLDERS


                                        THE BINGAMAN FAMILY GST TRUST U/A
                                        DATED JUNE 30, 2000


                                        By: ____________________________________
                                            Robert L. Foose II, As Trustee
                                            (Not in his individual capacity)


                                        THE BINGAMAN TRUST U/A DATED JUNE 30,
                                        2000


                                        By: ____________________________________
                                            Robert L. Foose II, As Trustee
                                            (Not in his individual capacity)


                                        THE BINGAMAN II TRUST U/A DATED JUNE
                                        30, 2000


                                        By: ____________________________________
                                            Robert L. Foose II, As Trustee
                                            (Not in his individual capacity)


                                        THE BINGAMAN III TRUST U/A DATED
                                        SEPTEMBER 30, 2000


                                        By: ____________________________________
                                            Robert L. Foose II, As Trustee
                                            (Not in his individual capacity)
<PAGE>
                                        THE UNRUH FAMILY TRUST U/A DATED
                                        JUNE 30, 2000


                                        By: ____________________________________
                                            Chris Finnegan, As Trustee
                                            (Not in her individual capacity)


                                        By: ____________________________________
                                            Rocky Unruh, As Trustee
                                            (Not in his individual capacity)


                                        ________________________________________
                                        ANNE K. BINGAMAN

                                        ________________________________________
                                        BOBAN MATHEW

                                        ________________________________________
                                        MICHAEL A. PAGE


                                        REVOCABLE TRUST OF MARK ZITZ


                                        By: ____________________________________
                                            Name:  [                           ]
                                            Title:  [                          ]
<PAGE>
                                   SCHEDULE I

                  (i) To the Company:

                  To the Company:

                           Valor Communications Group, Inc.
                           201 E. John Carpenter Freeway, Suite 200
                           Irving, Texas  75062
                           Attention:  William M. Ojile, Jr.
                           Facsimile:  (972) 373-1000
                  With a copy to (which copy shall not constitute notice to the
                  Company):

                           Kirkland & Ellis LLP
                           Citigroup Center
                           153 East 53rd Street
                           New York, NY  10022
                           Attention:  Michael Movsovich
                           Facsimile:  (212) 446-4900

                  (ii)     To:

                           WCA Management Corporation
                           Welsh Carson Anderson & Stowe IX, L.P.
                           WCAS IX Associates LLC
                           WCAS Capital Partners III, LP
                           Welsh Carson Anderson & Stowe VIII, L.P.
                           WCAS VIII Associates LLC
                           Patrick J. Welsh
                           Russell L. Carson
                           Bruce K. Anderson
                           Andrew M. Paul
                           Pondfield Holdings, L.P.
                           Thomas E. McInerney
                           Robert A. Municucci
                           Anthony J. deNicola
                           Paul B. Queally
                           Lawrence B. Sorrel
                           D. Scott Mackesy
                           John Clark
                           Sean M. Traynor
                           John Almeida, Jr.
                           Sanjay Swani
                           Eric Lee
                           Jonathan M. Rather
                           Lauren Melkus
<PAGE>
                           c/o Welsh, Carson, Anderson & Stowe
                           320 Park Avenue, Suite 2500
                           New York, NY  10022-6815
                           Attention:  Jonathan M. Rather
                           Facsimile:  (212) 843-9570

                           To:

                           Vestar Capital Partners III, L.P.
                           Vestar Capital Partners IV, L.P.
                           Vestar/Valor, LLC

                           c/o Vestar Capital Partners
                           245 Park Avenue
                           41st Floor
                           New York, NY  10167
                           Attention:  Todd Khouny and
                                       General Counsel
                           Facsimile:  (212) 808-4922

                           To:

                           Citicorp Venture Capital Ltd.
                           CCT Partners VI, L.P.
                           Citicorp Mezzanine III L.P.
                           Richard M. Cashin, Jr.
                           Natasha Foundation
                           David Y. Howe
                           Richard E. Mayberry
                           David F. Thomas
                           John D. Weber


                           c/o Citicorp Venture Capital Ltd.
                           399 Park Avenue
                           14th Floor
                           New York, NY  10043
                           Attention:  [                       ]
                           Facsimile:  [                       ]

                           To:

                           Guayacan Private Equity Fund, L.P.
                           [         ]
                           [         ]
                           [         ]
                           Attention:  [                       ]
<PAGE>
                           Facsimile:  [                       ]

                           To:

                           Anne K. Bingaman
                           Valor Telecom
                           1200 19th Street NW
                           Washington, DC  20036

                           To:

                           The Bingaman Family GST Trust U/A dated June 30, 2000
                           The Bingaman Trust U/A dated June 30, 2000 The
                           Bingaman II Trust U/A dated June 30, 2000 The
                           Bingaman III Trust U/A dated September 30, 2000
                           [                          ]

                           To:

                           The Unruh Family Trust U/A dated June 30, 2000
                           [                          ]

                           To:

                           Boban Mathew Valor
                           Telecom - Tower 1
                           201 East John
                           Carpenter Freeway
                           Irving, TX 75062

                           To:

                           Michael A. Page
                           Valor Telecom - Tower 1
                           201 East John Carpenter Freeway
                           Irving, TX  75062

                           To:

                           Revocable Trust of Mark Zitz
                           [                 ]

                  In each case, with a copy to (which copy shall not constitute
                  notice to any Investor):

                           Kirkland & Ellis LLP
                           Citigroup Center
                           153 East 53rd Street
                           New York, NY  10022
<PAGE>
                           Attention:  Michael Movsovich
                           Facsimile:  (212) 446-4900