<PAGE>
                                                                   Exhibit 10.23


                              SEVENTH AMENDMENT TO
                            MASTER SERVICES AGREEMENT

Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.

         This Seventh Amendment ("Amendment") is effective as of April 1, 2002
(the "Seventh Amendment Effective Date") and amends and supplements that certain
Master Services Agreement dated as of December 9, 1999 (the "Agreement") by and
between Valor Telecommunications Enterprises, LLC (formerly known as dba
Communications, LLC), a Delaware limited liability company ("Client") and ALLTEL
Information Services, Inc., an Arkansas corporation ("ALLTEL") (each a "Party"
and collectively, the "Parties").

         NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and other good and valuable considerations, the Parties agree
as follows:

1.       Access Lines. The definition of "Access Lines" as set forth in Section
1.1(a) of the Agreement is hereby replaced in its entirety with the following:

         (a)      "Access Lines" shall mean (i) the access lines, as from time
                  to time constituted, that are located in exchanges in New
                  Mexico, Texas and Oklahoma, which were originally acquired by
                  Client from GTE prior to September 30, 2000, and (ii) those
                  other access lines owned by Client and as to which Client has
                  directed ALLTEL to provide Managed Operations Services
                  pursuant to this Agreement."

2.       Term. The definition of "Expiration Date" as set forth in Section
1.1(h) of the Agreement is hereby replaced in its entirety with the following:

         "(h) "Expiration Date" shall mean the earliest of (i) December 31, 2006
or (ii) the date this Agreement is terminated in accordance with Article 19."

3.       Services. The following sentence from Section 2.1 of the Agreement
shall be deleted:

         "Except for the Training Services described in Exhibit M, the Call
         Center Services described in Exhibit D, and the Services described in
         Exhibit P, ALLTEL shall be the sole and exclusive provider of the
         Services to Client with respect to the Access Lines."

The following language shall be inserted in place of the deleted sentence:

         "ALLTEL shall be the sole and exclusive provider of the Services to
         Client with respect to that portion of the Access Lines described in
         subsection (i) of the definition of Access Lines, as long as such
         Access Lines are owned by Client or one of its affiliated entities.
         ALLTEL shall not be the sole and exclusive provider of the Training
         Services described in Exhibit M, the Call Center Services described in
         Exhibit D, or the Services described in Exhibit P. Nor shall Client be
         obligated to use ALLTEL as the provider of Services with respect to
         that portion of the Access Lines described in subsection (ii) of the
         definition of Access Lines. Client shall have the right to provide
         Services itself or to

                                       1
<PAGE>

         contract with other providers to obtain Services in whole or in part
         with respect to only that portion of the Access Lines described in
         subsection (ii) of the definition of Access Lines."

4.       Access Line Charges. Section 2.1 of Exhibit E is hereby replaced in its
entirety with the following:

         "2.1     ACCESS LINE CHARGES. For each Access Line for which ALLTEL is
         then providing Managed Operations Services, Client shall pay the
         incremental charge ("Access Line Charges" or "ALCs") set forth in the
         following table. The number of Access Lines upon which the ALC is
         calculated shall be determined as of the end of the month based on the
         Customer Access Line and Equipment Report generated through CAMS, plus
         any non-LEC lines, if applicable. The ALCs may be modified over time
         only as expressly set forth in the Agreement and this Exhibit E. ALLTEL
         shall invoice Client the ALCs monthly, one month in arrears. The ALCs
         of $[*****] for all volumes up to 600,000 Access Lines in the table
         below shall be the "Minimum Monthly ALC".

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
      INCREMENTAL VOLUMES                      PRICING LEVELS FOR INCREMENTAL VOLUME (IN $/PER
      (IN # ACCESS LINES)                                       ACCESS LINE)
----------------------------------------------------------------------------------------------
<S>                                            <C>
All Access Lines Up to 600,000                             US$[*****] per month
----------------------------------------------------------------------------------------------
    600,001 through 750,000                              US$[*****] per line per month
----------------------------------------------------------------------------------------------
      750,001- 1,000,000                                 US$[*****] per line per month
----------------------------------------------------------------------------------------------
</TABLE>

         For example, if in a month during the Term Client has 650,000 Access
         Lines, the monthly Access Line Charge (exclusive of any adjustments
         otherwise provided for in the Agreement) would be $[*****], which is
         the sum of (i) $[*****] and (ii) 50,000 Access Lines at $[*****] per
         Access Line.

         In the event that Valor elects to have ALLTEL process Access Lines in
         excess of 1,000,000, Client and ALLTEL agree to negotiate in good faith
         to determine the fair and reasonable marginal Access Line Charges for
         ALLTEL's processing of Access Lines exceeding 1,000,000. At such time
         as ALLTEL begins processing 950,000 Access Lines for Client or at any
         other time at Client's request, ALLTEL and Client shall begin
         negotiations with respect to Access Line Charges for those Access Lines
         above 1,000,000. If the Parties do not reach an agreement as to a
         revised Access Line Charge, ALLTEL shall charge Client $[*****] per
         Access Line per month for each Access Line in excess of 1,000,000
         Access Lines until the Parties agree otherwise."

5.       Credits / Waiver of Charges.

                  (a)      ALLTEL shall provide Client a credit on the March
2002 invoice from ALLTEL in the amount of $[*****].

                                       2
<PAGE>

         (b)      On a one time basis only, ALLTEL agrees to:

                  (i)      waive the $600,000 charge to Client for call center
                           business processes and procedures which are described
                           on the January, 2002 invoice from ALLTEL to Client.
                           Client acknowledges that ALLTEL has satisfied in full
                           its obligations with respect to the development and
                           delivery of such business processes and procedures;

                  (ii)     waive all invoiced amounts to Client for the Service
                           Level Measurement Payments for the months January,
                           2001 through December, 2001 that ALLTEL might
                           otherwise be entitled to invoice and collect from
                           Client pursuant to the terms of Exhibit F of the
                           Agreement;

                  (iii)    not charge Client the monthly charges for the minimum
                           Variable Staff requirement for five (5) FTE's
                           providing Application Services and Development for
                           the months of November, 2001 and March, 2002, with
                           the amount of such monthly charges equal to 132 hours
                           times 5 FTEs times 2 months times $[*****] per hour
                           or $[*****] in the aggregate. Client agrees to pay
                           ALLTEL in accordance with the Agreement for all
                           Variable Staff FTE's in November, 2001 and March,
                           2002 in excess of the five (5) FTEs described above
                           that performed Application Services and Development.
                           ALLTEL shall invoice Client for these five (5) FTEs
                           and any additional FTEs for the remainder of the Term
                           beginning as of April 1, 2002; and

                  (iv)     not charge Client for the five (5) on-site business
                           analysts described in Section 8(a) of this Seventh
                           Amendment for the work done by these analysts during
                           the period from January 1, 2002 through December 31,
                           2002.

6.       Cost of Living Adjustments.

         (a)      2002 COLA Matters. ALLTEL agrees that the per line Access Line
Charges (including the charges set forth in Section 4 of this Seventh Amendment)
shall not be adjusted for cost of living effective January 1, 2002 and shall not
be subject to further adjustment for cost of living prior to January 1, 2003.
Cost of living adjustments for Access Line Charges pursuant to Section 8.1 of
Exhibit E shall resume effective January 1, 2003 in accordance with the terms of
this Section 6. The invoice for Access Line Charges submitted by ALLTEL for the
month of March, 2002 shall not include a COLA adjustment and shall contain a
credit in the amount of $59,442.01, inclusive of sales tax, to reverse the COLA
adjustment included in the Access Line Charges for the months of January and
February, 2002, for which Client has already paid. All other charges which are
subject to cost of living adjustment, including those adjustments effective
January 1, 2002, shall remain as adjusted.

         (b)      Section 8.1 of Exhibit E is replaced in its entirety with the
following:

                                       3
<PAGE>

         "8.1     COLA ON THE ALCS.

                  (a)      INDEX. The Parties agree to use the October 31
                           American Compensation Association Index, Information
                           Services Industry, National Index and the column
                           titles COLA/General Increase for the labor component
                           ("ACA Index") for purposes of determining the annual
                           COLA adjustment for Access Line Charges. The labor
                           component is forty-six percent (46%). The Parties
                           agree that this percentage shall be fixed during the
                           Term.

                  (b)      CALCULATION. Beginning January 1, 2003 and each
                           January 1 thereafter during the Term, ALLTEL will
                           calculate and begin invoicing Client for the COLA
                           increases on the Access Line Charges. The increase
                           for COLA in a given year will be one-hundred percent
                           (100%) of the increase of the ACA Index for the
                           preceding twelve months as of October 31 of the year
                           immediately preceding the adjustment date for the
                           labor component (46%) of the Access Line Charges.
                           Accompanying each ALLTEL invoice that includes a new
                           COLA increase, ALLTEL will provide Client with the
                           raw data supporting ALLTEL's calculations of the COLA
                           increase.

                  (c)      EXAMPLE. Assuming an ACA Index of 5.6% on October 31,
                           2002, the COLA increase on January 1, 2003 would be
                           calculated as follows: (Access Line Charges x 46%) x
                           5.6%. Assuming an ACA Index of 4.5% on October 31,
                           2003, the COLA increase on January 1, 2004 would be
                           calculated as follows: (Access Line Charges x 46%) x
                           4.5%.

7.       Performance Feedback. Subject to the implementation of the system as
provided herein, ALLTEL will, at no charge to Client, provide Client with the
Performance Feedback (PFB) system, as PFB exists on the Seventh Amendment
Effective Date. ALLTEL will not charge Client for the implementation of the PFB
system. Modifications to PFB will be the responsibility of the Variable Staff in
accordance with the terms of the Agreement. Promptly after the Seventh Amendment
Effective Date the Parties will use commercially reasonable efforts to agree
upon an implementation plan, which plan shall be prepared by ALLTEL with
Client's input and submitted to Client for approval. Client will assign an
individual who will serve as Client's primary point of contact for all
communications, and coordination of all implementation activities, with ALLTEL
with respect to the implementation of PFB. Upon completion of the implementation
of PFB, the responsibilities of the Parties with respect to operation of PFB are
set forth on the attached Schedule A, which Schedule shall constitute new
Section 12 to Attachment 1 of Exhibit A of the Agreement.

8.       Personnel Resource Matters.

         (a)      Business Analysts. Client acknowledges that ALLTEL has been
providing five (5) on-site business analysts to support the ALLTEL Account
Manager at the Local Offices. ALLTEL will continue to provide such support to
the ALLTEL Account Manager during the

                                       4
<PAGE>

remainder of the calendar year 2002 at no charge to Client. The business
analysts provided pursuant to this provision shall be under the supervision and
direction of ALLTEL. The Parties acknowledge that the provisions of Sections 5.2
and 5.3 of the Agreement shall apply to such business analysts, and Client
agrees to provide premises for such business analysts that adjoins the premises
provided to the ALLTEL Account Manager.

         (b)      Variable Staff.

                  (i)      Additional Staff for Amendment SER's. Attached hereto
as Schedule B is a list of 20 enhancements to the ALLTEL Systems that have been
requested by Client (the "Amendment SERs"). Client shall prioritize, by ranking,
the Amendment SERs and provide such prioritization to ALLTEL in writing. Within
sixty (60) days after ALLTEL's receipt of such prioritization, ALLTEL, at no
charge to Client, shall provide Client ten (10) Variable Staff FTEs to begin the
development process and later develop the Amendment SERs and such other SERs as
Client requests. Client shall have the right to prioritize the SER work
performed by the ten (10) Variable Staff FTEs. The SER work by the ten (10)
Variable Staff FTEs shall be done by individuals qualified to perform the work
required. Such FTEs shall be provided for a period of twelve (12) months
following the date such resources are initially provided by ALLTEL (the "SER
Work Period"). The Variable Staff FTEs provided under this Section 8(b)(i) will
be located at an ALLTEL facility. Client agrees that the use of the Variable
Staff FTEs provided by ALLTEL pursuant to this Section 8(b)(i) shall, to the
extent reasonably practicable, be spread equally over 12 months and such usage
shall not be unreasonably bunched or accumulated. In the event that Client does
not use all of the 10 FTEs during the twelve (12) month period provided herein,
no carryover shall apply beyond such twelve (12) month period. Section 21.7
(Professional and Workmanlike) shall apply to the services performed by the
above described 10 FTEs. ALLTEL is providing no assurances to Client that the
Variable Staff FTEs are capable of completing all of the Amendment SERs within
the above described twelve month period. Prior to commencing any SER development
work, ALLTEL shall provide Client with a good faith estimate of the scope, time
and price of the work. ALLTEL will reasonably work with Client to answer any
questions raised by Client with respect to such estimate and further refine the
estimate, if necessary. Any work performed by the ten (10) FTEs during the SER
Work Period shall be performed on a reasonable best efforts basis. ALLTEL is not
guaranteeing that any such SER work will be completed within any time and/or
price estimate of ALLTEL.

                  (ii)     Additional Variable Staff Resources for Amendment
SERs. In the event Client wishes to acquire additional Variable Staff resources
to complete the Amendment SERs or any other SER work that Client requests, such
Variable Staff resources, to the extent available, will be provided within sixty
(60) days after notice from Client of the additional resources requested by
Client. ALLTEL's charges for the additional Variable Staff resources provided
pursuant to this Section 8(b)(ii) who work on the Amendment SERs shall (i) in
the event Client acquires such resources on a short-term basis (as provided in
Section 9.4 of the Agreement), be [*****] of the applicable rate set forth in
Section 5.3 of Exhibit E of the Agreement (as adjusted), or (ii) in the event
Client acquires such resources on a long-term basis (as provided in Section 9.4
of the Agreement), be one hundred percent (100%) of the applicable rate set
forth in Section 5.1 of Exhibit E of the Agreement (as adjusted). ALLTEL's
charges for

                                       5
<PAGE>

the additional Variable Staff resources provided pursuant to this Section
8(b)(ii) who work on any other SER work that Client requests shall (i) in the
event Client acquires such resources on a short-term basis (as provided in
Section 9.4 of the Agreement), be one hundred percent (100%) of the applicable
rate set forth in Section 5.3 of Exhibit E of the Agreement (as adjusted), or
(ii) in the event Client acquires such resources on a long-term basis (as
provided in Section 9.4 of the Agreement), be one hundred percent (100%) of the
applicable rate set forth in Section 5.1 of Exhibit E of the Agreement (as
adjusted)

                  (iii)    Scheduling of Variable Staff Resources. In order to
promote efficiency in the cost of providing for, and time to respond to,
Client's request for Applications Support and Development products and services,
ALLTEL will designate a work-flow manager, who shall be a person already within
the Variable Staff, at the site where ALLTEL's Variable Staff FTEs are located.
The work-flow manager will have a systems and technical background and will
serve as the point of contact for the ALLTEL Account Manager for the delivery of
Applications Support and Development products and services (as described in
Exhibit J). Client acknowledges that in order for ALLTEL to prioritize the
resources of the Variable Staff to address Client's request for such services,
Client must to the extent reasonably practicable provide ALLTEL with not less
than sixty (60) days advance notice of the need for resources by application and
business need. The work-flow manager shall interface with Client with respect to
all requests for information services or enhancements and will coordinate the
use of Variable Staff FTEs with the ALLTEL Account Manager to address requests
by Client.

         (c)      Regulatory Changes. During the Term, ALLTEL shall provide,
without charge to Client, regulatory changes to the ALLTEL Software equal to
$[*****] per calendar year based upon the then in effect hourly rate for
Application Support and Development resources.

9.       Termination Matters.

         (a)      Section 19.5 (Termination for Convenience by Client) is hereby
replaced in its entirety with the following:

         "19.5    TERMINATION FOR CONVENIENCE BY CLIENT. Provided that Client is
                  then current on all payments of the Access Line Charges
                  portion of the Service Fees due and owing to ALLTEL with no
                  portion of such Access Line Charges in dispute or in escrow
                  under Section 3.2(b) of the Agreement, Client may unilaterally
                  elect to terminate the Agreement effective at any time on or
                  after the Seventh Amendment Effective Date upon satisfaction
                  of all of the following conditions:

                  (a)      Client shall notify ALLTEL in writing ("Early
                           Termination Notice") of its intention to terminate
                           the Agreement at least six (6) months prior to the
                           proposed early termination date, which shall be the
                           Termination Election Date, and Client and ALLTEL
                           shall then begin performing their respective
                           transition obligations under Sections 19.6 and 19.7.

                                       6
<PAGE>

                  (b)      Client shall pay to ALLTEL, in accordance with the
                           payment schedule in Section 19.5(c), the (i) unpaid
                           portion of the Service Fees constituting Access Line
                           Charges, whether in dispute or escrow or not, then
                           due and owing to ALLTEL under this Agreement, (ii)
                           remaining balance of any Capitalized Conversion Fees
                           pursuant to Section 1.1 of Exhibit E, (iii) unpaid
                           and undisputed portion of the remaining Service Fees
                           (not constituting Access Line Charges) then due and
                           owing to ALLTEL under this Agreement,; and, (iv) an
                           early termination fee as set forth below:

<TABLE>
<CAPTION>
------------------------------------------------------------------
Early Termination Fee                  Termination Completion Date
------------------------------------------------------------------
<S>                                    <C>
$7,500,000                                  4/1/03-12/31/03
------------------------------------------------------------------
$5,600,000                                  1/1/04- 12/31/04
------------------------------------------------------------------
$3,800,000                                  1/1/05 - 12/31/05
------------------------------------------------------------------
$2,000,000 less reduction amount*           1/1/06 - 12/31/06
------------------------------------------------------------------
</TABLE>

* Reduction amount means the product of (x) $166,667 and (y) the number of
months from 1/1/06.

                  (c)      Client shall pay to ALLTEL all of the amounts
                           calculated under subsections 19.5(b)(i) through (iv)
                           within thirty (30) Days before the Termination
                           Completion Date. The Parties agree to use
                           commercially reasonable efforts to resolve all
                           disputes prior to the date that is thirty (30) Days
                           before the Termination Completion Date. If, however,
                           there exists any dispute involving the non-Access
                           Line Charges portion of the Service Fees that has not
                           been resolved prior to the thirtieth (30th) Day
                           before the Termination Completion Date, or if a new
                           dispute occurs after the date that is thirty Days
                           before the Termination Completion Date, then both
                           Parties agree to work together to expeditiously
                           resolve all such disputes in accordance with Section
                           3.2 of the Agreement in as soon of a time frame as is
                           reasonably practicable. It is the intent of the
                           parties that there shall exist no disputes or escrow
                           arrangements between the Parties as of the
                           Termination Completion Date.

                  (d)      Notwithstanding delivery of an Early Termination
                           Notice or payment of fees due in accordance with this
                           Section 19.5, Client shall make all payments due and
                           payable to ALLTEL pursuant to this Agreement until
                           the Termination Completion Date."

         (b)      Section 19.9 (Termination for Change in Control) is hereby
replaced in its entirety with the following:

         "19.9    TERMINATION FOR CHANGE IN CONTROL. Provided that Client is
                  then current on all payments of the Access Line Charges
                  portion of the Service Fees due and owing to ALLTEL with no
                  portion of such Access Line Charges in dispute or in escrow

                                       7
<PAGE>

                  under Section 3.2(b) of the Agreement, Client may elect to
                  terminate the Agreement at any time on or after the Seventh
                  Amendment Effective Date and during the twelve (12) months
                  following a Change in Control (as defined in Section 22.2) of
                  ALLTEL (provided that for the purposes of this Section 19.9 an
                  entity shall be deemed a non-Affiliate of ALLTEL only if it is
                  not an ALLTEL Affiliate on the Seventh Amendment Effective
                  Date) if the entity which acquires Control of ALLTEL is
                  actively engaged, prior to the entity's acquisition of ALLTEL,
                  in providing wireline telephone services and the majority of
                  such entity's access lines consist of rural access telephone
                  lines. For purposes of this provision, a "rural access
                  telephone line" is an access line that is included within an
                  exchange which is made up of 50,000 access lines or less. In
                  the event of an ALLTEL Change of Control which meets the
                  requirements of the preceding sentence, Client must:

                  (a)      timely notify ALLTEL in writing ("COC Termination
                           Notice") of its intention to terminate the Agreement
                           at least six (6) months prior to the intended
                           termination date, which shall be the Termination
                           Election Date, and in which case both Client and
                           ALLTEL will begin performing their respective
                           transition obligations under Sections 19.6 and 19.7;

                  (b)      pay to ALLTEL, in accordance with the payment
                           schedule in Section 19.9(c), the (i) unpaid portion
                           of the Service Fees constituting Access Line Charges,
                           whether in dispute or escrow or not, then due and
                           owing to ALLTEL under this Agreement, (ii) remaining
                           balance of any Capitalized Conversion Fees pursuant
                           to Section 1.1 of Exhibit E, (iii) unpaid and
                           undisputed portion of the remaining Service Fees (not
                           constituting Access Line Charges) then due and owing
                           to ALLTEL under this Agreement,; and, (iv) a
                           termination fee equal to one-half (1/2) of the early
                           termination fee under Section 19.5(b)(iv) of the
                           Agreement which Client would otherwise have paid had
                           the termination occurred under Section 19.5
                           (Termination for Convenience); and

                  (c)      Client shall pay to ALLTEL all of the amounts
                           calculated under subsections 19.9(b)(i) through (iv)
                           within thirty (30) Days before the Termination
                           Completion Date. The Parties agree to use
                           commercially reasonable efforts to resolve all
                           disputes prior to the date that is thirty (30) Days
                           before the Termination Completion Date. If, however,
                           there exists any dispute involving the non-Access
                           Line Charges portion of the Service Fees that has not
                           been resolved prior to the thirtieth (30th) Day
                           before the Termination Completion Date, or if a new
                           dispute occurs after the date that is thirty Days
                           before the Termination Completion Date, then both
                           Parties agree to work together to expeditiously
                           resolve all such disputes in accordance with Section
                           3.2 of the Agreement in as soon of a time frame as is
                           reasonably practicable. It is the intent of the
                           parties that there shall

                                       8
<PAGE>

                           exist no disputes or escrow arrangements between the
                           Parties as of the Termination Completion Date.

         Notwithstanding delivery of a Termination Notice or payment of fees due
         in accordance with this Section 19.9, Client shall make all undisputed
         payments due and payable to ALLTEL pursuant to this Agreement until the
         Termination Completion Date. Disputed amounts shall be treated in
         accord with Section 3.2(b)."

         (c)      In Section 1.2 (Definition Cross-Reference Index), the
reference to 19.5 for "Termination Completion Date" is changed to Section 19.6.

         (d)      The reference to Section 19.5(d) in Section 7.1 (Hardware and
Technical Systems) is changed to Section 19.7(d).

         (e)      The reference to Section 19.5 in Sections 19.1 (Termination)
and 19.2(a) (Termination Upon ALLTEL's Material Breach) is changed to Section
19.6.

10.      Dispute Resolution Matters.

         (a)      The following sentence shall be added after Section 14.2
(Claims Procedures) of the Agreement:

         "If the amount of the dispute is $1,000,000 or more, then either Party
         shall have the right to skip providing notices to the ALLTEL Account
         Manger or Client Project Manager as described in Section 14.2 above,
         and, instead, provide such notices to the President, Telecom Division
         of ALLTEL and Chief Executive Officer of Client and proceed to conduct
         the dispute under Section 14.3(b)."

         (b)      Section 14.3(b) of the Agreement is replaced in its entirety
with the following:

                  "(b)     If the negotiations conducted pursuant to Section
                           14.2 do not lead to resolution of the underlying
                           dispute or claim to the satisfaction of a Party
                           involved in such negotiations (or if such
                           negotiations are bypassed as provided for in the last
                           sentence of Section 14.2), then either Party may
                           notify the other in writing that she/he desires to
                           elevate the dispute or claim to the President,
                           Telecom Division (or his/her designee) of ALLTEL and
                           Chief Executive Officer of Client (or her/his
                           designee) for resolution. Upon receipt by the other
                           Party of such written notice, the dispute or claim
                           shall be so elevated and the President, Telecom
                           Division, of ALLTEL (or his/her designee) and the
                           Chief Executive Officer of Client (or her/his
                           designee) shall negotiate in good faith and each use
                           reasonable best efforts to resolve such dispute or
                           claim. The location, format, duration and conclusion
                           of these elevated discussions shall be left to the
                           discretion of the representatives involved. If the
                           discussions described in this Section 14.3(b) do not
                           result in resolution of the dispute within forty-five
                           (45)

                                       9
<PAGE>

                           Days of commencement of the Escalation Procedures
                           described in this Section 14.3 (or such other time
                           period as is mutually agreed to by the Parties in
                           writing), the dispute shall be resolved as provided
                           in Section 14.4. Upon agreement, the representatives
                           may utilize other alternative dispute resolution
                           procedures to assist in the negotiations. Discussions
                           and correspondence among the representatives for
                           purposes of these negotiations shall be treated as
                           confidential information developed for purposes of
                           settlement, exempt from discovery and production,
                           which shall not be admissible in subsequent
                           proceedings between the Parties. Documents identified
                           in or provided with such communications, which are
                           not prepared for purposes of the negotiations, are
                           not so exempted and may, if otherwise admissible, be
                           admitted in evidence in such subsequent proceeding."

         (c)      Section 14.3(c) is deleted in its entirety.

         (d)      The reference in Section 14.4 (Arbitration) to 14.3(c) is
amended to read 14.3(b).

11.      Mutual Release. Except for the obligations of the Parties hereunder,
ALLTEL and Client hereby fully and forever relieve, release, discharge and
covenant not to sue the other Party and its present and former subsidiaries and
affiliated entities and their respective present and former officers, directors,
employees, agents, representatives, attorneys, predecessors, successors,
assigns, and each of them, of and from any and all claims, demands, actions,
causes of actions, or damages (including, but not limited to consequential,
special or punitive damages, loss of profits, loss of benefits, loss of
goodwill, termination rights, costs and attorneys fees) (i) of whatever kind or
nature which either Party has asserted against the other Party, or advised the
other Party in writing, including, without limitation, in email correspondence
and messages (including, without limitation, those matters set forth in the
letter from Client to ALLTEL dated September 20, 2001, those matter set forth in
any version of the "Analysis and Root Cause of CCS, CAMS, and Other System
Workarounds" prepared by Client, matters relating to directory assistance or
operator services disputes with Verizon, e-rate matters, matters relating to
Client long-distance "screen scrapes" or deficiencies of the ALLTEL Systems)
based on, arising out of, or in connection with the performance or
non-performance of a Party's rights, duties, obligations or other matters under
the Agreement through and including the date of execution hereof, (ii) of
whatever nature or kind based on, arising out of, or in connection with ALLTEL's
failure to achieve the Below Target or Minimum performance designation for any
Service Level Measurement under Exhibit F of the Agreement for the period ending
on and prior to the Seventh Amendment Effective Date, or (iii) in the case of
Client, extending beyond such date in favor of ALLTEL to include any matter to
the extent that it is caused by or results from the lack of integrity of data
converted in the calendar year 2000 from systems operated by GTE.
Notwithstanding the preceding sentence, this Section 11 shall not relieve Client
of its obligation to pay outstanding amounts for services rendered or invoices
delivered to Client under the Agreement except as specifically waived or
credited by ALLTEL in writing. Except as expressly provided above, nothing in
this Mutual Release shall operate or be construed to bar either Party from
asserting claims, demands, actions, or causes of actions for damages suffered or
incurred

                                       10
<PAGE>

subsequent to the date of execution of this Amendment which arise from matters
that have not been asserted as of the date of execution of this Amendment, or as
to which notice has not been provided in writing, including, without limitation,
in email correspondence and messages, as of that date. Client has not
identified, investigated or analyzed any potential claims, demands, actions, or
causes of actions against ALLTEL which were based on, arose out of, or were in
connection with any matter that occurred on or prior to the Seventh Amendment
Effective Date, and which Client had not asserted as of the Seventh Amendment
Effective Date, or as to which Client had not provided notice in writing,
including, without limitation, in email correspondence and messages, to ALLTEL
as of that date. Further, nothing in this Mutual Release shall operate or be
construed to bar either Party from asserting claims, demands, actions, or causes
of actions for damages to the extent they relate to Access Lines acquired by
Client subsequent to the date of this Amendment.

12.      Miscellaneous.

         (a)      SAS 70 Audit Program. Client agrees that ALLTEL has not
implemented or funded a SAS 70 or similar audit program. In the event Client
desires that ALLTEL implement a SAS 70 or similar audit program, ALLTEL shall
implement such audit program and Client shall reimburse ALLTEL for all cost
incurred by ALLTEL in the implementation and on-going maintenance of such
program during the Term.

         (b)      Defined Terms. All capitalized terms not otherwise defined in
this Seventh Amendment shall have the same meaning set forth in the Agreement.

         (c)      Continuing Effect. Except as herein expressly amended, the
Agreement as previously amended is ratified, confirmed and remains in full force
and effect.

         (d)      Future References. All references to the Agreement shall mean
as such Agreement is amended hereby and as each may in the future be amended,
restated, supplemented or modified from time to time.

         (e)      Counterparts. This Seventh Amendment may be executed by the
Parties hereto individually or in combination, in one or more counterparts, each
of which will be an original and all of which will constitute one and the same
agreement.

                                       11
<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have caused this Seventh
Amendment as of the Seventh Amendment Effective Date by their duly authorized
representatives.

ALLTEL INFORMATION SERVICES, INC.           VALOR TELECOMMUNICATIONS
                                            ENTERPRISES, LLC

By: /s/ Roger Leitner                       By: /s/ Kenneth R. Cole
    ------------------------------------        --------------------------------
Name: Roger Leitner                         Name: Kenneth R. Cole
Title: President, Telecom Division          Title: Chief Executive Officer

                                SIGNATURE PAGE TO
                              SEVENTH AMENDMENT TO
                            MASTER SERVICES AGREEMENT

                                       12
<PAGE>

                                   Schedule A

                              PFB Responsibilities

         The following is added as Section 12 to Attachment 1 of Exhibit A:

12.      PERFORMANCE FEEDBACK SYSTEM

12.1     SYSTEM FUNCTIONALITY

         12.1.1   INCLUDED

         A.       Contains an Oracle data repository, in a client/server
                  architecture, with a modular design and construction, and
                  modifiable goals and measurements.

         B.       Provides accessibility, comparative data, and objective-based
                  information.

         C.       The current report set contains 91 individual reports
                  broken-out as follows:

                  1.       19 individual reports available in a daily detail
                           version plus, summarized versions at the weekly and
                           monthly levels.

                  2.       Many include a graphical representation as well as a
                           task detail representation.

                  3.       The remaining individual reports are specific for
                           summarized information relating to task type (service
                           orders, trouble tickets, etc.)

         D.       Data retention schedule for the Oracle data repository:

         E.       Detail data (task and activity level) purges after 61 days

         F.       Daily summarized data (by employee) purges after 61 days

         G.       Weekly summarized data (by employee) purges after 12 weeks

         H.       Monthly summarized data (by employee) purges after 13 months

         I.       Yearly summarized data (by employee) is currently not purged

         J.       Daily verification of data extracted from the source system to
                  the PFB repository

         K.       Daily verification of delivery of reports to the various
                  platforms

         L.       Oracle license fee with annual maintenance for 3 simultaneous
                  users

         12.1.2   EXCLUDED

         A.       PFB does not provide annual reports

         B.       Business Objects Software C. Manpower scheduling

         D.       Attendance records

         E.       Interfaces with the payroll system

         F.       Financial information

         G.       Non-performance based reports

         H.       Customization of reports specific to Valor (available through
                  SER process)

12.2     CLIENT RESPONSIBILITIES

         A.       Error correction in source data

         B.       On-line report viewing

         C.       Workstation hardware and configuration

                                      A - 1
<PAGE>

         D.       Workstation software installation

         E.       Delivery of HTML reports to the end user

         F.       End user training

         G.       AdHoc reporting

         H.       Employee Survey source data

         J.       ACD source data

         K.       Provide dedicated Client representative to work with ALLTEL on
                  PFB implementation and on-going PFB usage

         L.       Provide remote access connectivity

         M.       Provide minimum hardware and software requirements as
                  specified by ALLTEL

12.3     ALLTEL RESPONSIBILITIES

         A.       Modeling

         B.       Data extract & transformation from source data

         C.       Business Objects Universe maintenance

         D.       Data warehouse update

         E.       Business Objects reports

         F.       WFM source data

         G.       CCS source data

                                      A - 2
<PAGE>

                                   Schedule B

                                 Amendment SERs

The following are high-level requirements provided by Client prior to
development for the Amendment SERs. The Parties acknowledge that detailed
requirements for each of the Amendment SERs must be determined and mutually
agreed to by the Parties prior to the commencement of development.

1.       CABS must be able to process term and quantity discounts for circuits
         at the carrier level. This functionality would also handle pricing
         plans contained in interconnection agreements. This capability must be
         flexible enough to accommodate percentage changes on a regular basis.

2.       CABS must be able to calculate and bill sales tax at all legally
         required levels (State, County, City, Special) for retail (End-User)
         circuits. CABS can presently process only one tax rate level.

3.       Valor requires a Cycle Review Report showing tentative bill amounts for
         Local (recurring and non-recurring), Toll, Payments, Adjustments, and
         identifying accounts transferred between cycles. This report would be
         run one day in advance of each cycle finalization (on "review day") so
         that problems

4.       Valor must have the system capability to elect rejection of CMDS toll
         for CLEC customers. Presently, Valor has to manually adjust for
         third-party collect and operator handled toll coming in through CMDS.

5.       CAMS must provide audit trail reporting of any changes (Adjustments,
         Balance Transfer, etc.) made on CAMS customer accounts. Currently, CAMS
         allows an optional remark entry to TRMK (Customer Remark Screen)
         screen. This should not be an optional entry.

6.       CAMS must be able to calculate interest on deposits using multiple
         interest rates on the same deposit. Currently, CAMS is capable of using
         only one interest rate for the full period of the held deposit.
         Oklahoma requires deposits held up to a year be paid 2.2% interest.
         However, after the first year, the interest rate rises to 6.5%.

7.       All previous customer invoices should be viewable online in "RVS"
         (Report Viewing) without waiting for tape cartridges to be mounted.

8.       ALLTEL must provide online edit/validation of CCS Premise addresses
         against MIROR Premise addresses to ensure immediate knowledge of
         problems with orders that are

                                      C - 1
<PAGE>

         expected to "flow-through." Valor requires the capability (report or
         tool) to identify Premise address conditions that are not synchronized
         by respective wire-center.

9.       Service orders should not be closed (placed in "Completed Status")
         until a three-way data validation match is performed between CCS,
         MIROR, and CAMS. Until then, orders for which any part of this
         three-way reconciliation remains pending should be held in suspension
         until each application is validated. While in Pending or Hold-Queue
         status, users should have the ability to know what is pending and why.

10.      Valor must have the ability and authority to modify or delete Premise
         information internally. Specifically, Valor requires the ability to
         change wire-center, Premise ID, and to delete a "Former" in CCS. Valor
         also requires the ability to delete invalid Street Names, House and
         other Premise elements if there is no active Premise record impacted.

11.      Inter-System Balancing Controls and Reports must exist between at least
         CCS and CAMS. Example: A daily report should reflect completed orders:

         New Installs In CCS by TN          New Installs. In CAMS by TN
         Disconnects in CCS by TN           Disconnects In CAMS by TN
         From orders in CCS by TN           From orders in CAMS by TN
         To orders in CCS by TN                 To orders in CAMS by TN
         Records orders in CCS by TN            Records orders in CAMS by TN

         The above should be the column heading and if a TN was completed in CCS
         but not in CAMS, the TN would be listed under the CCS column but not
         the CAMS column, or vice versa. The same should be done for totals by
         ASOC.

12.      Valor requires daily Inter-System Balancing Reports with listings of
         control/reconciliation discrepancies between CCS, CAMS, and E911
         applications. The reports should be generated weekly until all existing
         data problems are repaired and daily thereafter. Reports should list
         data discrepancies so that corrections can be made immediately. These
         should include: CCS to MIROR (Customer Name and Address "CNAs"), TNs,
         and Products for Active Accounts, and Customer Addresses for
         "Formers"), CCS to CAMS ( CNAs, TNs, and Products), CAMS to E911 (CNA
         and TNs)

13.      The ALLTEL CCS application must provide a mechanism to change incorrect
         addresses on all customers.

14.      The ALLTEL TARP application must provide a mechanism to change an
         incorrect address when a customer calls in a trouble ticket, and have
         it flow through to WFM. Presently, when a customer calls in for a
         trouble ticket and the service address is incorrect, there is no method
         of changing the address so a technician can find the customer.

15.      ALLTEL applications must allow mass MPS changes / updates by Telephone
         Number.

                                      C - 2
<PAGE>

16.      ALLTEL applications must accept and process all industry standard
         record types.

17.      All incoming usage records must be recorded and reconciled in report
         form. This inbound usage should be recorded on a report with at least
         the data set name, number of records and other details immediately upon
         receipt. Further reports should track usage from initial capture to
         billing.

18.      VBS CAMS invoicing must present billing activity by Account Code, then
         Telephone Number (TN). Multi-Account business customers (VBS target
         customers) must be able to view billing activity by Sub-Account
         groupings, not just TN.

19.      CAMS must allow "Regrade" orders without issuance of "Final" billing.
         This is confusing for customers who are just changing service. An
         example of such a Regrade Order would be changing an Access Line ASOC
         to another plan/type ASOC.

               WFM must allow a technician to select and reserve multiple jobs
         without logging out and back in again.

                                      C - 3