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                                                                   Exhibit 10.22





                               SIXTH 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 Sixth Amendment ("Sixth Amendment") is effective as of the _____
day of January, 2001 ("Sixth Amendment Effective Date") and amends and
supplements that certain Master Services Agreement, as amended (the "Agreement")
dated as of December, 1999, by and between VALOR TELECOMMUNICATIONS ENTERPRISES,
LLC (as successor to Valor Telecommunications Southwest, LLC, successor to dba
Communications LLC) ("Client") and ALLTEL INFORMATION SERVICES, INC. ("ALLTEL").

                              W I T N E S S E T H:

         WHEREAS, Client desires to obtain additional services from ALLTEL and
ALLTEL is wiling to provide such services pursuant to the terms and conditions
contained herein;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties agree as follows:

1.       The following new Section 7 shall be added to Exhibit A to the
         Agreement:

         "7.      CD-ROM BILLING SERVICES. ALLTEL shall provide certain business
                  customers of Client (as set forth in Section 7.2 hereof) with
                  the ability to receive bills in both a printed format and
                  CD-ROM (as described in Section 7.1 hereof).

                  7.1      DESCRIPTION OF CD-ROM BILLING SERVICES.

                           (a)      ALLTEL will take data from the bill image
                                    (current paper bill print) and write that
                                    data to a file after each bill cycle. The
                                    data will then be burned onto a CD-ROM in a
                                    format that will allow for viewing with
                                    Microsoft Word, Microsoft Excel, and/or
                                    Microsoft Access. ALLTEL will not be
                                    responsible for providing software necessary
                                    for the end-user to read or manipulate the
                                    file. The file format will be
                                    comma-delimited and will be accessible by
                                    software packages that can open and
                                    manipulate comma-delimited files. ALLTEL
                                    will work with a Client representative to
                                    explain how the file can be read, so in turn
                                    Client can respond to any customer questions
                                    regarding the reading of the CD-ROM.

                           (b)      The CD-ROM format will only consolidate or
                                    disperse billing accounts to the degree in
                                    which such accounts are consolidated and
                                    dispersed through the account setup in CAMS.
                                    The exit criteria for completing the
                                    development work on the CD-ROM is the
                                    ability for Client's customers to receive a
                                    copy of their bill on a CD-ROM in the
                                    comma-delimited file format including the
                                    accuracy and completeness of the data
                                    elements currently received on their paper
                                    bill. Changes within the CD-ROM will be
                                    reflected only upon completion of updates
                                    within CAMS. If requests are made to access
                                    or produce the CD-ROM bill from previous
                                    months, the bill

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                                    data will be presented as it was on the
                                    initial paper or CD-ROM bill. Changes made
                                    subsequent to the completion of a bill cycle
                                    will not be taken into consideration for the
                                    purpose of bill presentation on either the
                                    paper of CD-ROM version of the of the bill.
                                    Conversely, changes made in CAMS with
                                    respect to billed numbers, accounts and
                                    hierarchies will be reflected on the CD-ROM.

                           (c)      ALLTEL will mail the CD-ROM to the same
                                    destination that is set up within CAMS for
                                    the delivery of the customer's paper bill.

                           (d)      ALLTEL will continue to produce paper bills
                                    for all of Client's customers. including
                                    those that have opted for the CD-ROM billing
                                    format, until Customer notifies ALL TEL in
                                    writing that a specific Client customer's
                                    paper bill should be suppressed.

                  7.2      CUSTOMERS TO WHICH CD-ROM BILLING SERVICES WILL BE
                           PROVIDED. Client shall work with its current customer
                           base to ensure that corporate hierarchies are set up
                           correctly. After the hierarchies are set up. Client
                           will notify ALLTEL in writing to begin sending the
                           CD-ROM to the selected customers. Initially, CD-ROM
                           will be produced for the following Client business
                           customers:

                                    City of Texarkana
                                    South Plains College
                                    East Texas Medical
                                    Lone Star Steel
                                    US Post Office
                                    Permian Hospital

                           Client will communicate to ALL TEL in writing the
                           request for additional customers to receive their
                           bills on CD-ROM. Client will communicate the software
                           requirements to all CD-ROM customers."

2.       The following new Section 2.7 shall be added to Exhibit E to the
         Agreement:

                  "2.7     FEES FOR CD-ROM BILLING SERVICES. Client shall pay to
                           ALL TEL the following Service Fees for the CD-ROM
                           Billing Services described in Section 7 of Exhibit
                           A:.

                           Implementation Fee $[*****]

                           Monthly Service Fees $[*****] per CD-ROM per month."

3.       All capitalized terms not otherwise defined in this Sixth Amendment
         shall have the same meaning set forth in the Agreement.

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4.       Except as herein expressly amended, the Agreement as previously amended
         is ratified, confirmed and remains in full force and effect.

5.       All references to the Agreement shall mean as such Agreement is amended
         hereby and as may in the future be amended, restated, supplemented or
         modified from time to time.

6.       This Sixth Amendment may be executed by the parties hereto individually
         or in combination, in one or more counterparts, each of which shall be
         an original and all of which shall constitute one and the same
         agreement.

         IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as
of the Sixth Amendment Effective Date by their duly authorized representatives.

ALLTEL INFORMATION SERVICES, INC.      VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

By:    /s/ Roger J. Leitner            By:    /s/ William F. Kasdorf
       -----------------------------          ----------------------
Name:  Roger J. Leitner                Name:  William F. Kasdorf

Title: President - AIS Telcom          Title: Senior VP - Sales & Marketing

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