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                                                                   Exhibit 10.15

                                AMENDMENT NO. 10

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 Amendment No. 10 (the "AMENDMENT NO. 10") is made this 16th day of
December, 2003, by and between Valor Telecommunications Enterprises, L.L.C.
("CUSTOMER") and MCI WORLDCOM Network Services, Inc. ("MCI"), to those certain
Program Enrollment Terms (the "PET"), to that certain Telecommunications
Services Agreement more particularly described as TSA # VTE - 001019 (the
"TSA"), made by and between Customer and MCI dated September 30, 2000, including
all prior applicable amendments thereto (the "PRIOR-AMENDMENTS"). In the event
of any conflict between the terms of the TSA, the PET, any Prior Amendment or
any applicable Attachment and the terms of this Amendment No. 10, the terms of
this Amendment No. 10 shall control. The TSA along with the PET, the Prior
Amendments, all applicable Attachment(s), and this Amendment No. 10 shall
collectively be referred to as the "AGREEMENT". Capitalized terms not defined
herein shall have the meaning ascribed to them in other documents referenced
herein. All references to "MCI WorldCom" in the Agreement including any
attachments, schedules or exhibits thereto, will be deemed to refer to "MCI".
This Amendment No. 10 does not constitute the assumption of the Agreement as
that term is used under applicable bankruptcy law.

         In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       CUSTOMER'S MINIMUM REVENUE COMMITMENT. Commencing with the first (1st)
         day of the month following the date this Amendment No. 10 has been
         fully executed by both parties and delivered to Customer, the parties
         agree to substitute Subsection 5(B) of the PET to read in its entirety
         as follows:

             (B)      Notwithstanding anything to the contrary contained in this
             Agreement, as soon as Customer's cumulative Monthly Revenue from
             MCI under the terms of this Agreement and commencing with the first
             (1st) day of the Commitment Period (as described in Subsection 5(A)
             above) are equal to at least $[*****] in the aggregate, Customer
             may elect to terminate Customer's Minimum Revenue Commitment
             described in Subsection 5(A) above by providing MCI written notice
             ("CUSTOMER NOTICE"). In such event, commencing with the first day
             of the first full month following at least thirty (30) days after
             MCI receives the Customer Notice, Customer's Minimum Revenue
             Commitment shall terminate and will no longer be in force or
             effect.

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2.       SPECIAL RATE:

         (A)      Notwithstanding anything to the contrary contained in the
         Agreement or the Attachment for CLASSIC SWITCHLESS/END USER DEDICATED
         Services, commencing within ten (10) business days following the date
         this Amendment No. 10 has been fully executed by both parties and
         delivered to Customer, Customer's special rate for CLASSIC SWITCHLESS
         1+ Service and CLASSIC SWITCHLESS TOLL FREE Service will be the
         respective rate set forth below. All other rates will be as set forth
         in the Agreement or the Attachment for CLASSIC SWITCHLESS/END USER
         DEDICATED Services.

                  (i)      CLASSIC SWITCH LESS 1 + Service and CLASSIC SWITCH
         LESS TOLL FREE Service - Customer's INTERSTATE rate for calls within
         the 48 United States will be $[*****] per minute. [NOT SUBJECT TO
         DISCOUNT.]

         (B)      Notwithstanding anything to the contrary contained in the TSA,
         MCI reserves the right to modify the rates described in Subsection (A)
         above (which charge modifications shall not exceed then-current
         generally available MCI charges for comparable services), upon not less
         than seven (7) calendar days' prior notice to Customer (facsimile being
         acceptable), which notice will state the effective date for the charge
         modification.

3.       REQUIREMENTS. In consideration of the rates and discounts set forth in
         this Agreement and other good and valuable consideration, the receipt
         and sufficiency of which are hereby acknowledged, during the Service
         Term Customer agrees to purchase at least one hundred percent (100%) of
         its Texas and Oklahoma telecommunications services requirements (which
         services are described In this Agreement) from MCI under the terms and
         conditions set forth in this Agreement ("CUSTOMER'S REQUIREMENTS
         OBLIGATION"). Upon request from MCI, Customer agrees to provide MCI
         reasonable documentation evidencing Customer's compliance with this
         Section 3. Notwithstanding anything to the contrary contained in this
         Section 3, Customer's Requirements Obligation will not apply with
         respect to those services which are (i) provisioned and maintained on
         Customer's own network, or (ii) required to be purchased from third
         parties in order to satisfy requirements under agreements with third
         parties in effect as of the Effective Date of this Agreement (but only
         as long as such requirements are in effect).

4.       OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
         herein, the terms and conditions of the Agreement will remain in full
         force and effect throughout the Service Term and any extensions
         thereof.

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         IN WITNESS WHEREOF, the parties have entered into this Amendment No. 10
on the date first written above.

VALOR TELECOMMUNICATIONS,                   MCI WORLDCOM NETWORK
L.L.C.                                      SERVICES, INC.

By: /s/ John J. Mueller                     By: /s/ Peter M. Cassidy
    -------------------------------------       --------------------------------

               Jack Mueller                            Peter M. Cassidy
    -------------------------------------       --------------------------------
               (Print Name)                             (Print Name)

 President and Chief Operating Officer       Vice President, Wholesale Services
 -------------------------------------       ----------------------------------
                 (Title)                                  (Title)

                12/16/03                                  12/23/03
    -------------------------------------       --------------------------------
                 (Date)                                    (Date)

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