<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 1

      This AMENDMENT NO. 1, dated as of August 9, 2005 (this "Agreement"), among
(a) VALOR TELECOMMUNICATIONS ENTERPRISES, LLC, a Delaware limited liability
company (the "Borrower"), (b) VALOR COMMUNICATIONS GROUP, INC., a Delaware
corporation ("Holdings"), as loan party representative (in such capacity, the
"Loan Party Representative") for itself and the other Loan Parties (such
capitalized term and all other capitalized terms not otherwise defined herein to
have the meanings provided in Article I), (c) the Lenders who are signatories to
this Agreement, (d) the Additional Lenders who are signatories to this
Agreement, and (e) BANK OF AMERICA, N.A., as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders.

                                   WITNESSETH:

      WHEREAS, the Borrower, the Guarantors, the lenders from time to time party
thereto (collectively, the "Lenders"), the Administrative Agent and the other
Agents have entered into an Amended and Restated Credit Agreement dated as of
February 14, 2005 (the "Credit Agreement");

      WHEREAS, the Borrower has requested that the Lenders agree to amend the
Credit Agreement as hereinafter set forth to provide for a new Tranche of the
Term Facility having identical terms with, and having the same rights and
obligations under the Loan Documents as, the Tranche B Term Loans under the
Tranche B Term Facility, except as such terms are amended hereby (the "Tranche B
Replacement Term Facility"), the proceeds of which will be used to refinance and
replace all outstanding Tranche B Term Loans;

      WHEREAS, the Lenders signatory to this Agreement are, on the terms and
conditions stated below, willing to grant the request of the Borrower; and

      WHEREAS, on the Agreement Effective Date:

                  (a) each Tranche B Term Lender who executes and delivers this
      Agreement shall be deemed to have elected to exchange those of its Tranche
      B Term Loans designated on Schedule 2.01-A to this Agreement, for a like
      principal amount of Loans made under the Tranche B Replacement Term
      Facility ("Tranche B Replacement Term Loans") as provided in Section 4.01;

                  (b) each Additional Lender who executes and delivers this
      Agreement will become a Lender under the Credit Agreement pursuant
      to Section 4.02 and will make Tranche B Replacement Term Loans to Borrower
      on the Agreement Effective Date in an aggregate principal amount equal to
      the amount set forth opposite its name on Schedule 2.01-A to this
      Agreement, the proceeds of which will be used by the Borrower to refinance
      in full the outstanding principal amount of Tranche B Term Loans which are
      not exchanged for Tranche B Replacement Term Loans pursuant to Section
      4.01, it being understood that a Tranche B Term Lender may also execute
      and deliver this Agreement as an Additional Lender; and

                  (c) the Borrower shall pay to each Tranche B Term Lender all
      accrued and unpaid interest on its Tranche B Term Loans to the Agreement
      Effective Date;

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party to this Agreement
agrees, as follows:

                                 Amendment No. 1

<PAGE>

                                   ARTICLE I
                                  DEFINITIONS

      1.01 DEFINITIONS. The following terms (whether or not underscored) when
used in this Agreement, including its preamble and recitals, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):

      "Additional Lender" means each Person identified as an "Additional Lender"
on Schedule 2.01-A to this Agreement.

      "Agreement Effective Date" means the date on which the conditions
precedent to the effectiveness of this Agreement as specified in Article III
herein have been satisfied.

      "Agents" means, collectively, Bank of America, N.A., as Administrative
Agent, JPMorgan Chase Bank, National Association, and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, as Syndication Agents, CIBC World Markets Corp. and
Wachovia Bank, N.A., as Documentation Agents, Banc of America Securities LLC and
J. P. Morgan Securities Inc., as Sole and Exclusive Lead Arrangers, and Banc of
America Securities LLC, J.P. Morgan Securities Inc. and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, as Sole and Exclusive Book Managers.

      "Guarantors" means Holdings, each Restricted Subsidiary of Holdings
identified as a "Guarantor" on the signature pages of the Credit Agreement, and
each other Restricted Subsidiary of Holdings which may be identified as a
"Guarantor" in a Joinder Agreement delivered pursuant to Sections 6.11 or
7.04(a)(ii) of the Credit Agreement.

      1.02 OTHER DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided in the Credit Agreement.

      1.03 OTHER INTERPRETIVE PROVISIONS. The rules of construction in Sections
1.02 to 1.06 of the Credit Agreement shall be equally applicable to this
Agreement.

                                   ARTICLE II
                                   AMENDMENTS

      2.01 AMENDMENTS. Effective as of the Agreement Effective Date, the Credit
Agreement is hereby amended as follows:

      (a) Defined Terms. Section 1.01 of the Credit Agreement is amended as
follows:

                  (i) the definition of "Applicable Rate" is replaced in its
      entirety with the following:

            ""Applicable Rate" means (a) in respect of Eurodollar Rate Loans and
      Base Rate Loans (including Swing Line Loans) under the Revolving Facility
      and the Letter of Credit Fee, from time to time, the following percentages
      per annum, based upon the Consolidated Total Leverage Ratio as set forth
      in the most recent Compliance Certificate received by the Administrative
      Agent pursuant to Section 6.02(b):

                                        2

                                 Amendment No. 1
<PAGE>

                               REVOLVING FACILITY

<TABLE>
<CAPTION>
    EURODOLLAR RATE LOANS, BASE RATE LOANS AND LETTER OF CREDIT FEE
-------------------------------------------------------------------------
             Consolidated           Eurodollar
                Total                  Rate                  Base Rate
Pricing        Leverage         Loans and Letter of       Loans and Swing
 Level           Ratio              Credit Fee               Line Loans
-------      ------------       -------------------       ---------------
<S>          <C>                <C>                       <C>
   I         > or = 3.5:1                2.00%                   1.00%

  II              < 3.5:1                1.75%                   0.75%       ; and
</TABLE>

                  (b) in respect of Eurodollar Rate Loans and Base Rate Loans
      under the Tranche B Replacement Term Facility (i) 1.75%, for Eurodollar
      Rate Loans and (ii) 0.75%, for Base Rate Loans.

            Any increase or decrease in the Applicable Rate for such Loans under
      the Revolving Facility and the Letter of Credit Fee resulting from a
      change in the Consolidated Total Leverage Ratio shall become effective as
      of the first Business Day immediately following the date a Compliance
      Certificate is delivered pursuant to Section 6.02(b); provided, however,
      that if a Compliance Certificate is not delivered when due in accordance
      with such Section 6.02(b), then Pricing Level I will be applicable until
      the date two Business Days after the appropriate Compliance Certificate is
      delivered, whereupon the Applicable Rate shall be adjusted based on the
      information contained in the Compliance Certificate.

            The Applicable Rate for Eurodollar Rate Loans, Base Rate Loans,
      Swing Line Loans and the Letters of Credit Fee shall be increased by 2.0%
      during certain periods as provided in Section 2.08(b)."; and

                  (ii) the definition of "Base Rate Loan" is amended by adding
the words "or a Tranche B Replacement Term Loan" immediately following the words
"a Tranche B Term Loan" in such definition;

                  (iii) the definition of "Borrowing" is amended by adding the
words ", a Tranche B Replacement Term Borrowing," immediately following the
words "a Tranche B Term Borrowing" in such definition;

                  (iv) the definition of "Commitment" is amended (A) by adding
the words ", a Tranche B Replacement Term Commitment," immediately after the
words "a Tranche B Term Commitment" in such definition and (B) by adding the
words ", the Tranche B Replacement Term Commitments," immediately after the
words "the Tranche B Term Commitments" in such definition;

                  (v) the definition of "Eurodollar Rate Loan" is amended by
adding the words "or a Tranche B Replacement Term Loan" immediately after the
words "a Tranche B Term Loan" in such definition;

                                        3

                                 Amendment No. 1
<PAGE>

                  (vi) the definition of "Lender" is amended by adding the
words, ", Tranche B Replacement Term Lender," immediately following the words
"Tranche B Term Lender" in such definition;

                  (vii) the definition of "Loan" is amended by adding the words
"and each Tranche B Replacement Term Loan" immediately following the words "and
each Tranche B Term Loan" in such definition;

                  (viii) the definition of "Note" is replaced in its entirety
with the following:

      ""Note" means a promissory note made by the Borrower in favor of a Lender
      evidencing Loans made by such Lender, substantially in the form of (a)
      Exhibit C-1-B for Tranche B Term Loans, (b) Exhibit C-1-BR for Tranche B
      Replacement Term Loans, (c) Exhibit C-1-C, for Tranche C Term Loans, (d)
      Exhibit C-1-D, for Tranche D Term Loans, (e) Exhibit C-2-R for Revolving
      Loans and (f) Exhibit C-2-S for Swing Line Loans, as applicable.";

                  (ix) the definition of "Outstanding Amount" is amended by
adding the words ", Tranche B Replacement Term Loans" immediately following the
words "Tranche B Term Loans" in such definition;

                  (x) the definition of "Term Facility" is amended by adding the
words ", the Tranche B Replacement Term Facility," immediately following the
words "Tranche B Term Facility" in such definition;

                  (xi) the definition of "Term Loan" is amended by adding the
words ", a Tranche B Replacement Term Loan," immediately following the words
"Tranche B Term Loan" in such definition;

                  (xii) the definition of "Tranche" is replaced in its entirety
with the following:

      ""Tranche" means the portion of the Term Facility which is comprised of
      (a) the Tranche B Term Loan Facility, (b) the Tranche B Replacement Term
      Loan Facility, (c) the Tranche C Term Loan Facility, or (d) the Tranche D
      Term Loan Facility, as the context may require.";

                  (xiii) the definition of "Tranche C Term Facility" is amended
by replacing the words "Tranche B Term Loans" with the words "Tranche B
Replacement Term Loans" in the second sentence of such definition; and

                  (xiv) the following new definitions are added to Section 1.01
of the Credit Agreement in the appropriate alphabetical order:

            ""Additional Lenders" means each Person identified as an "Additional
      Lender" on Schedule 2.01-A"."

            ""Amendment No. 1" means that certain Amendment No. 1 dated as of
      August 9, 2005, among the Borrower, the Loan Party Representative, the
      Lenders party thereto and the Administrative Agent."

            ""Converted Replacement Loan" shall have the meaning provided in
      Section 2.01 (a)(v)."

                                        4

                                 Amendment No. 1
<PAGE>

            ""First Amendment Effective Date" shall mean the Agreement Effective
      Date (as such term is defined in Amendment No. 1)."

            ""Repricing Transaction" shall have the meaning provided in Section
      2.05(g)."

            ""Tranche B Replacement Term Borrowing" means a borrowing consisting
      of simultaneous Tranche B Replacement Term Loans of the same Type and, in
      the case of Eurodollar Rate Loans, having the same Interest Period, made
      by the Tranche B Replacement Term Lenders (or converted from any Tranche C
      Term Loans pursuant to Section 11.06(b)(iii))."

            ""Tranche B Replacement Term Commitment" means, as to each Lender,
      its obligation to make Tranche B Replacement Term Loans to the Borrower
      pursuant to Section 2.01(a)(iv) in an aggregate principal amount at any
      one time outstanding not to exceed the amount set forth opposite such
      Lender's name on Schedule 2.01-A or in the Assignment and Assumption
      pursuant to which such Lender becomes a party hereto, as applicable, as
      such amount may be adjusted from time to time in accordance with this
      Agreement."

            ""Tranche B Replacement Term Facility" means on any date (a) prior
      to the Tranche B Replacement Term Borrowing(s) on the First Amendment
      Effective Date, the Tranche B Replacement Term Commitments of all Tranche
      B Replacement Term Lenders, and (b) thereafter, the Outstanding Amount of
      Tranche B Replacement Term Loans of all Tranche B Replacement Term Lenders
      on such date. On the First Amendment Effective Date the Tranche B
      Replacement Term Facility is equal to the outstanding principal amount of
      the Tranche B Term Loans on such date immediately prior to giving effect
      to Amendment No. 1. After the First Amendment Effective Date the Tranche B
      Replacement Term Facility may be increased by the conversion of any
      Tranche C Term Loans to Tranche B Replacement Term Loans pursuant to
      Section 11.06(b)(iii)."

            ""Tranche B Replacement Term Lender" means each Lender with a
      Tranche B Replacement Term Commitment or a Tranche B Replacement Term Loan
      (including any Tranche B Replacement Term Loan which has been converted
      (a) from a Tranche B Term Loan on the First Amendment Effective Date
      pursuant to Section 2.01(a)(vi) or (b) from a Tranche C Term Loan pursuant
      to Section 11.06(b)(iii))."

            ""Tranche B Replacement Term Loan" has the meaning specified in
      Section 2.01(a)(iv) (and shall include any Loan which has been converted
      (a) from a Trance B Term Loan on the First Amendment Effective Date
      pursuant to Section 2.01(a)(vi) or (b) from a Tranche C Term Loan pursuant
      to Section 11.06(b)(iii))."

      (b) Term Loans.

                  (i) Section 2.01 of the Credit Agreement is amended by adding
the following new subsections (iv), (v), (vi) and (vii) to the end of Subsection
(a) of such Section immediately following subsection (iii) thereof, as follows:

                        "(iv) Subject to the terms and conditions set forth
            herein, each Tranche B Replacement Term Lender severally agrees to
            make a single loan, or pursuant to clause (v) below, to elect to
            convert all or a portion of such Lender's existing Tranche B Term
            Loans under the Tranche B Term Facility into a loan under the
            Tranche B Replacement Term Facility (each such loan, a "Tranche B
            Replacement Term Loan") to the Borrower on the First Amendment
            Effective Date, and in an aggregate

                                        5

                                 Amendment No. 1
<PAGE>

            amount not to exceed such Tranche B Replacement Term Lender's
            Tranche B Replacement Term Commitment on such date. Each Tranche B
            Replacement Term Borrowing by the Borrower made on the First
            Amendment Effective Date shall consist of Tranche B Replacement Term
            Loans made to the Borrower simultaneously by the Tranche B
            Replacement Term Lenders ratably according to their Tranche B
            Replacement Term Commitments. Amounts borrowed under this Section
            2.01(a)(iv) and repaid or prepaid may not be reborrowed.

                        (v) In connection with the making of the Tranche B
            Replacement Term Loans pursuant to clause (iv) above, by delivering
            a counterpart of Amendment No. 1 to the Administrative Agent on or
            prior to the First Amendment Effective Date, each and every Tranche
            B Term Lender which has confirmed its Tranche B Replacement Term
            Commitment pursuant to Amendment No. 1 is hereby offered the
            opportunity to convert, and shall be deemed to have elected to
            convert all or a portion of the outstanding principal amount of its
            Tranche B Term Loans which have been designated for such purposes on
            Schedule 2.01-A into Tranche B Replacement Term Loans in a principal
            amount equal to the amount of the Tranche B Term Loans so designated
            for conversion (each such Tranche B Term Loan to the extent it is to
            be so converted, a "Converted Replacement Loan") and such Converted
            Replacement Loans shall be treated for all purposes hereunder as
            applying towards such Lender's Tranche B Replacement Term Loans
            requested by the Borrower to be made on the First Amendment
            Effective Date pursuant to clause (iv) of this Section 2.01(a).

                        (vi) On the First Amendment Effective Date, the
            Converted Replacement Loans shall be converted for all purposes of
            this Agreement into Tranche B Replacement Term Loans, and the
            Administrative Agent shall record in the Register the aggregate
            amount of Converted Replacement Loans converted into Tranche B
            Replacement Term Loans. A duly executed counterpart of Amendment No.
            1 delivered to the Administrative Agent by any Tranche B Term Lender
            shall confirm the amount of such Lender's Tranche B Replacement Term
            Commitment and the principal amount of Tranche B Term Loans held by
            such lender that are to be converted into Tranche B Replacement Term
            Loans. Delivery of a duly executed Amendment No. 1 to the
            Administrative Agent by each Additional Lender shall also confirm
            the amount of such Additional Lender's Tranche B Replacement Term
            Commitment and such execution and delivery shall obviate the need
            for any Additional Lender to execute this Agreement and such duly
            executed counterpart of Amendment No. 1 shall be deemed for all
            purposes to be a signature to this Agreement. The Borrower hereby
            authorizes and directs the Administrative Agent to apply the
            proceeds of Tranche B Replacement Term Loans made by the Additional
            Lenders to refinance the Tranche B Term Loans which are not
            Converted Replacement Loans.

                        (vii) On the First Amendment Effective Date, the
            Borrower shall pay all accrued and unpaid interest on the Tranche B
            Term Loans prior to the conversion or refinancing of such Loans
            pursuant to clause (vi) of this Section 2.01(a). On or after the
            First Amendment Effective Date the Borrower will compensate each
            Tranche B Term Lender for funding losses, if any, pursuant to
            Section 3.05 in respect of any Tranche B Term Loans which are
            Eurodollar Rate Loans which such Lender has not designated for
            conversion as Converted Replacement Loans pursuant to clause (v) of
            this Section 2.01(a) if the First Amendment Effective Date does not
            occur on the last day of an applicable Interest Period (but not in
            respect of any such Converted Replacement Loans which are converted
            to and continued as Tranche B Replacement Term Loans). Each

                                        6

                                 Amendment No. 1
<PAGE>

            Tranche B Replacement Term Lender acknowledges and agrees that,
            notwithstanding anything to the contrary in this Agreement, any
            unexpired Interest Periods in respect of the Tranche B Term Loans
            which are Eurodollar Rate Loans on the First Amendment Effective
            Date, shall continue in effect after the First Amendment Effective
            Date as the initial Interest Period (with corresponding Eurodollar
            Base Rate) for the Tranche B Replacement Term Loans which refinance
            such Tranche B Term Loans or into which such Tranche B Term Loans
            are converted."; and

                  (ii) Section 2.01 of the Credit Agreement is further amended
by adding the words "and Tranche B Replacement Term Loans" immediately following
the words "and Tranche B Term Loans" in subsection (e) of such Section.

      (c) Borrowings, Conversions and Continuations of Loans. Section 2.02 of
the Credit Agreement is amended by (i) replacing the words "Tranche B Term
Facility" with the words "Tranche B Replacement Term Facility" in subsection (a)
of such Section and (ii) replacing the words "Tranche B Term Loans" with the
words "Tranche B Replacement Term Loans" in subsection (e) of such Section.

      (d) Prepayments. Section 2.05 of the Credit Agreement is amended as
follows:

                  (i) the parenthetical clause "(except as provided in
subsection (C) of this Section 2.05(a)(i) and Section 3.05)" in the fourth and
fifth lines of subsection (a)(i)(A) of such Section is deleted and replaced as
follows: "(except as provided in subsection (C) of this Section 2.05(a)(i),
Section 2.05(g) and Section 3.05)";

                  (ii) the words "a Tranche B Replacement Term Loan," are added
after the words "a Tranche B Term Loan" in the last sentence of subsection
(a)(i)(A) of such Section;

                  (iii) a new subsection (3) is added to the end of subsection
(a)(i)(C) of such Section 2.05 immediately following subsection (2) thereof, as
follows:

            "(3) Any prepayment of Tranche B Replacement Term Loans with the
      proceeds of a Repricing Transaction shall be accompanied by a prepayment
      fee as provided in Section 2.05(g).";

                  (iv) by replacing the words "Tranche B Term Loans" each time
they appear with the words "Tranche B Replacement Term Loans" in
subsections(a)(i)(E), (a)(i)(F), (c)(ii), (c)(iii) and (d) of such Section; and

                  (v) a new subsection (g) is added immediately following
subsection (f) thereof, as follows:

            "(g) Any prepayment in full of all Tranche B Replacement Term Loans
      pursuant to this Section 2.05 on or prior to the first anniversary of the
      First Amendment Effective Date with the proceeds of any Repricing
      Transaction (as defined below) shall be accompanied by a prepayment fee
      equal to 1.00% of the principal amount prepaid. A "Repricing Transaction"
      means the incurrence by any Loan Party of any Indebtedness (including,
      without limitation, any new or additional term loans under this Agreement)
      that is secured or is broadly marketed or syndicated to banks and other
      institutional investors in financings similar to the Facilities (i) having
      an effective interest rate margin or weighted average yield (to be
      determined by the Administrative Agent consistent with generally accepted
      financial practice, after giving effect to, among other factors, margins,
      upfront or similar fees or original issue discount shared with all

                                        7

                                 Amendment No. 1
<PAGE>

      lenders or holders thereof, but excluding the effect of any arrangement,
      structuring, syndication or other fees payable in connection therewith
      that are not shared with all lenders or holders thereof) that is less than
      the Applicable Rate for, or weighted average yield (to be determined by
      the Administrative Agent on the same basis) of, the Tranche B Replacement
      Term Loans, and (ii) the proceeds of which are used, in whole or in part,
      to prepay all outstanding principal of the Tranche B Replacement Term
      Loans."

      (e) Termination or Reduction of Commitments. Section 2.06 of the Credit
Agreement is amended by adding a new subsection (f) immediately following
subsection (e) thereof as follows:

      "(f) The Commitments to make Tranche B Replacement Term Loans shall be
      automatically and permanently reduced to $0 on the First Amendment
      Effective Date after giving effect to the conversion of the Tranche B Term
      Loans to Tranche B Replacement Term Loans and the making of the Tranche B
      Replacement Term Loans by the Additional Lenders on the First Amendment
      Effective Date."

      (f) Repayment of Loans. Section 2.07 of the Credit Agreement is amended by
replacing subsection (c) of such Section in its entirety with the following:

      "(c) The Borrower shall repay to the Tranche B Replacement Term Lenders on
      the Maturity Date, the Outstanding Amount of Tranche B Replacement Term
      Loans on such date."

      (g) Interest. Section 2.08 of the Credit Agreement is amended by adding
the words "and Tranche B Replacement Term Loans" immediately following the words
"Tranche B Term Loans" in such Section.

      (h) Mitigation Obligations; Replacement of Lenders. Section 3.06(b) of the
Credit Agreement is amended by replacing the words "Tranche B Term Lender" in
such subsection with "Tranche B Replacement Term Lender".

      (i) Purpose of Loans. Section 5.19 of the Credit Agreement is amended by
(i) adding a new second sentence thereto as follows:

      "The proceeds of any Tranche B Replacement Term Loans which are provided
      by the Additional Lenders on the First Amendment Effective Date shall be
      applied to refinance and replace any Tranche B Term Loans which are not
      designated to be converted to Converted Replacement Loans pursuant to
      Section 2.01 (a)(v)."; and

      (ii) adding the word "other" immediately before the words "Credit
Extensions" in the last sentence thereof.

      (j) Use of Proceeds. Section 6.13 of the Credit Agreement is amended by
adding the words "and on the Amendment Effective Date" immediately following the
words "the Closing Date" in the first sentence thereof.

      (k) Successors and Assigns. Section 11.06(b)(iii) of the Credit Agreement
is amended by deleting each reference to "Tranche B Term Loans" and "Tranche B
Term Borrowing" in such Section and replacing each of them with a reference to
"Tranche B Replacement Term Loans" or "Tranche B Replacement Term Borrowing", as
applicable.

                                        8

                                 Amendment No. 1
<PAGE>

      (l) Replacement of Lenders. Section 11.13 of the Credit Agreement is
amended by replacing the words "Tranche B Term Lender" with the words "Tranche B
Replacement Term Lender" in such Section.

      (m) Commitments Schedule. Schedule 2.01-A attached to this Agreement is
attached to the Credit Agreement as a new Schedule 2.01-A thereto.

      (n) Form of Note. Exhibit C-1-BR attached to this Agreement is attached to
the Credit Agreement as a new Exhibit C-1-BR thereto.

      2.02 GUARANTORS' ACKNOWLEDGMENT. On behalf of each Guarantor, the Loan
Party Representative hereby confirms that each Guarantor consents and agrees to
the terms of this Agreement and the terms of the Credit Agreement, as amended
and otherwise modified by this Agreement. The Loan Party Representative will
cause each Guarantor to execute and deliver its consent to this Agreement
pursuant to Section 3.01(a)(ii) to confirm such agreement and the matters set
forth in Section 5.02(a).

                                  ARTICLE III
                              CONDITIONS PRECEDENT

      3.01 CONDITIONS OF EFFECTIVENESS. This Agreement is subject to the
provisions of Section 11.01 of the Credit Agreement, and shall become effective
when, and only when, each of the following conditions shall have been satisfied:

      (a) the Administrative Agent shall have received all of the following
documents (in sufficient copies for each Lender), each such document (unless
otherwise specified) dated the date of receipt thereof by the Administrative
Agent and each in form and substance satisfactory to the Administrative Agent:

                  (i) counterparts of this Agreement executed by (A) the
Borrower and the Loan Party Representative (on behalf of the other Loan
Parties), (B) the Required Lenders, (C) all the Tranche B Term Lenders
identified on Schedule 2.01-A to this Agreement, (D) all Additional Lenders, (E)
Lenders holding a majority of the Total Outstanding Amount of each Tranche of
the Term Facility (other than the Tranche B Term Facility), and (F) the Required
Revolving Lenders, or, as to any such Lender, advice satisfactory to the
Administrative Agent that such Lender has executed this Agreement;

                  (ii) a consent to this Agreement executed by each Guarantor;

                  (iii) one or more Notes in the form of Exhibit C-1-BR to this
Agreement, payable to the order of each Lender requesting such a Note, duly
executed by the Borrower, evidencing the Tranche B Replacement Term Loans of
such Lender;

                  (iv) a Certificate executed by a Responsible Officer of the
Loan Party Representative, on behalf of itself and the other Loan Parties, dated
the Agreement Effective Date, (A) attaching true and correct copies of
resolutions of each Loan Party as to the execution and delivery of this
Agreement and any such Note or such consent of a Guarantor, as the case may be,
(B) confirming the matters provided in subsection (c) below, and (C) as to such
other matters as the Administrative Agent may reasonably request; and

                  (v) favorable opinions of Dow, Lohnes & Albertson, PLC,
special counsel to the Loan Parties, and of the General Counsel to the Loan
Party Representative, on behalf of the Loan Parties, each addressed to the
Administrative Agent and each Lender, as to such matters with respect to

                                        9

                                 Amendment No. 1
<PAGE>

the Loan Parties, this Agreement, the Credit Agreement, as amended by this
Agreement, such Notes and such consents of the Guarantors as the Administrative
Agent may reasonably request.

      (b) the Administrative Agent shall have received payment of the following:
(i) for the account of each Tranche B Term Lender, accrued and unpaid interest
on the Tranche B Term Loans of such Lender to the Agreement Effective Date, (ii)
for the account of the Administrative Agent, the amount of any expenses required
to be reimbursed on or before the Agreement Effective Date pursuant to Section
5.03 hereof, and (iii) for the account of any arranger in connection with the
transactions contemplated hereby, any amounts as may have been separately agreed
with the Borrower;

      (c) the representations and warranties of the Loan Parties contained in
Section 5.04 hereof shall be true and correct in all material respects; and

      (d) evidence that arrangements satisfactory to the Administrative Agent
shall have been made for the application of the proceeds of the Tranche B
Replacement Term Loans made by the Additional Lenders to the repayment of all
Tranche B Term Loans which have not been designated for conversion pursuant to
Section 4.01.

                                   ARTICLE IV
                               CONVERSION; JOINDER

      4.01 CONVERSION. Each Tranche B Term Lender who executes and delivers this
Agreement commits and agrees that the Tranche B Term Loans of such Lender
designated on Schedule 2.01-A shall be converted to Tranche B Replacement Term
Loans on the Agreement Effective Date pursuant to Section 2.01(a)(vi) of the
Credit Agreement, as amended by this Agreement; it being understood that
notwithstanding anything to the contrary in this Agreement, such Tranche B
Replacement Term Loans amend and restate in their entirety, refinance and
replace such Tranche B Term Loans, and do not relieve the Loan Parties of their
Obligations (or constitute any novation) in respect of such Loans, as so
amended, restated, refinanced and replaced, and the Liens of the Collateral
Documents shall continue to secure such Obligations.

      4.02 JOINDER. From and after the Agreement Effective Date, each Additional
Lender who executes and delivers this Agreement irrevocably acknowledges and
unconditionally agrees to be bound by the terms and conditions of the Credit
Agreement, as amended by this Agreement, and the other Loan Documents; and each
Additional Lender will be a Lender under the Credit Agreement, as amended by
this Agreement, as if such Additional Lender had executed a counterpart of the
Credit Agreement on and as of the date thereof. Each Additional Lender hereby
represents that if it is a Foreign Lender or a Non-Corporate Domestic Lender, it
has delivered to the Administrative Agent any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by such Additional Lender.

                                   ARTICLE V
                                  MISCELLANEOUS

      5.01 LOAN DOCUMENT. This Agreement is a Loan Document executed pursuant to
the Credit Agreement and shall (unless otherwise expressly indicated herein) be
construed, administered and applied in accordance with the terms and provisions
thereof.

      5.02 EFFECT OF AGREEMENT. (a) The Credit Agreement, as specifically
amended by this Agreement, is and shall continue to be in full force and effect
and is hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents and all of the

                                       10

                                 Amendment No. 1
<PAGE>

Collateral described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Agreement.

      (b) The execution, delivery and effectiveness of this Agreement shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

      5.03 COSTS AND EXPENSES. On the Agreement Effective Date, the Borrower
agrees to pay all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Agreement and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent) in accordance with the terms of Section 11.04(a) of the
Credit Agreement which are invoiced to the Borrower on or prior to the Agreement
Effective Date.

      5.04 REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders to
enter into this Agreement, the Borrower and the Loan Party Representative, on
behalf of itself and the other Loan Parties, each hereby represents and warrants
that on and as of the Agreement Effective Date:

      (a) the execution and delivery (i) by the Borrower and the Loan Party
Representative of this Agreement, (ii) by the Borrower of any Notes requested
pursuant to Section 3.01(a)(iii), and (iii) by each Guarantor of the consent
delivered pursuant to Section 3.01(a)(ii), and the performance by the Borrower
of this Agreement and such Notes, and by each Loan Party of the Credit
Agreement, as amended by this Agreement, have been duly authorized by all
necessary organizational action of such Loan Party, and do not and will not: (A)
contravene the terms of any of such Person's Organization Documents; (B) in any
material respect conflict with or result in any breach or contravention of, or
(except for the Liens created under the Loan Documents) the creation of any Lien
under, or require any payment to be made under (1) any Contractual Obligation to
which such Person is a party or affecting such Person or properties of such
Person or any of its Restricted Subsidiaries or (2) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which such
Person or its property is subject; or (C) violate any Law;

      (b) this Agreement, the Credit Agreement as amended by this Agreement, and
each Note delivered hereunder constitutes a legal, valid and binding obligation
of each Loan Party which is a party thereto, enforceable against each such
Person in accordance with its terms, except as enforceability may be limited by
applicable Debtor Relief Laws and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law);

      (c) the representations and warranties of the Loan Parties contained in
the Credit Agreement and the other Loan Documents are true and correct in all
material respects except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date; and

      (d) no Default or Event of Default exists.

      5.05 SECTION CAPTIONS. Section captions used in this Agreement are for
convenience of reference only, and shall not affect the construction of this
Agreement.

      5.06 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 instrument.

                                       11

                                 Amendment No. 1
<PAGE>

      5.07 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                            [Signature Pages Follow]

                                       12

                                 Amendment No. 1


<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                            VALOR TELECOMMUNICATIONS
                                            ENTERPRISES, LLC

                                            By ________________________________
                                               Name:
                                               Title:

                                            VALOR COMMUNICATIONS GROUP, INC., as
                                            Loan Party Representative

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page
\
                                 Amendment No. 1

<PAGE>

                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent and as Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            JPMORGAN CHASE BANK, NATIONAL
                                            ASSOCIATION, as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            WACHOVIA BANK, N.A., as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            CIBC, INC., as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            MERRILL LYNCH CAPITAL CORPORATION,
                                            as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            CIT LENDING SERVICES CORPORATION,
                                            as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            CALYON NEW YORK BRANCH, as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            RURAL TELEPHONE FINANCE COOPERATIVE,
                                            as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            ___________________________________,
                                            [Name of existing Lender]
                                            as a Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                            ___________________________________,
                                            [Name of Additional Lender]
                                            as an Additional Lender

                                            By _________________________________
                                               Name:
                                               Title:

                                 Signature Page

                                 Amendment No. 1

<PAGE>

                                                                 SCHEDULE 2.01-A

                                   COMMITMENTS
                           AND APPLICABLE PERCENTAGES

                       TRANCHE B REPLACEMENT TERM FACILITY

<TABLE>
<CAPTION>
                                                                             APPLICABLE PERCENTAGE OF
                                                 TRANCHE B TERM               TRANCHE B REPLACEMENT
      TRANCHE B TERM LENDER                          LOAN(1)                       TERM LOANS
-------------------------------------       --------------------------       ------------------------
<S>                                         <C>                              <C>
Total for all Tranche B Term Lenders           $   725,000,000.00                  100.000000000%
  identified  on Annex 2.01-A to this
  Schedule
</TABLE>

<TABLE>
<CAPTION>
                                                                             APPLICABLE PERCENTAGE OF
                                              TRANCHE B REPLACEMENT           TRANCHE B REPLACEMENT
        ADDITIONAL LENDERS                       TERM COMMITMENT                    TERM LOANS
-------------------------------------       --------------------------       ------------------------
<S>                                         <C>                              <C>
N/A                                            $             0.00                    0.000000000%

TOTAL                                          $   725,000,000.00                  100.000000000%
</TABLE>

------------------
(1) The Tranche B Term Loans of each Tranche B Term Lender to be converted to
Tranche B Replacement Term Loans are specified on Annex 2.01-A to this Schedule.
Such amount constitutes the Tranche B Replacement Term Commitment of each such
Lender.

                                 Schedule 2.01-A
<PAGE>

                                                                  EXHIBIT C-1-BR

                                FORM OF TERM NOTE
                        (Tranche B Replacement Term Loan)

      FOR VALUE RECEIVED, the undersigned, VALOR TELECOMMUNICATIONS ENTERPRISES,
LLC, a Delaware limited liability company (the "Borrower"), HEREBY PROMISES TO
PAY to _____________________ or permitted assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of the Tranche B Replacement Term Loan made by the Lender to the Borrower
(the "Term Loan") under that certain Amended and Restated Credit Agreement,
dated as of February 14, 2005, as amended by Amendment No. 1, dated as of August
9, 2005 (as further amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among the Borrower, the
Guarantors from time to time party thereto, the Lender, the other Lenders from
time to time party thereto, Bank of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer, and the other Agents party thereto.

      The Borrower promises to pay interest on the unpaid principal amount of
the Term Loan from the date of the Term Loan until such principal amount is paid
in full, at such interest rates and at such times as provided in the Agreement.
All payments of principal and interest shall be made to the Administrative Agent
for the account of the Lender in Dollars and in immediately available funds at
the Administrative Agent's Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

      This Term Note is one of the Notes referred to in the Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. This Term Note is also entitled to
the benefits of the Guaranty of each Guarantor and is secured by the Collateral
of each Loan Party. Upon the occurrence and during the continuance of one or
more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Term Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. The Term Loan made
by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also
attach schedules to this Term Note and endorse thereon the date and amount of
the Term Loan and payments with respect thereto.

      The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Term Note.

                                 Exhibit C-1-BR
<PAGE>

      THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                               VALOR TELECOMMUNICATIONS
                                               ENTERPRISES, LLC

                                               By:______________________________
                                               Name:
                                               Title:

                                 Exhibit C-1-BR