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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                   VALOR TELECOMMUNICATIONS ENTERPRISES, LLC,

               VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.,

                   THE GUARANTORS LISTED ON SCHEDULE A HERETO

                                       and

                         BANC OF AMERICA SECURITIES LLC
                           J.P. MORGAN SECURITIES INC.
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                            CIBC WORLD MARKETS CORP.
                          WACHOVIA CAPITAL MARKETS, LLC

                          Dated as of February 14, 2005

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                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of February 14, 2005, by and among Valor Telecommunications Enterprises,
LLC, a Delaware limited liability company (the "Company"), Valor
Telecommunications Enterprises Finance Corp., a Delaware corporation ("Finance
Corp." and, together with the Company, the "Issuers"), the guarantors listed on
Schedule A hereto (the "Guarantors") and Banc of America Securities LLC, J.P.
Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC
World Markets Corp. and Wachovia Capital Markets, LLC (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed
to purchase the Issuers' 7-3/4% Senior Notes due 2015 (the "Initial Notes")
pursuant to the Purchase Agreement (as defined below).

      This Agreement is made pursuant to the Purchase Agreement, dated as of
February 8, 2005 (the "Purchase Agreement") by and among the Issuers, the
Guarantors and the Initial Purchasers (i) for the benefit of each Initial
Purchaser and (ii) for the benefit of the holders from time to time of the Notes
(including each Initial Purchaser). In order to induce the Initial Purchasers to
purchase the Initial Notes, the Issuers and the Guarantors have agreed to
provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 5(k) of the Purchase Agreement.

      The parties hereby agree as follows:

      SECTION 1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:

      Additional Interest: As defined in Section 5.

      Additional Interest Payment Date: With respect to the Initial Notes, each
Interest Payment Date.

      Blackout Period: As defined in Section 4(c) hereof.

      Broker-Dealer: Any broker or dealer registered under the Exchange Act.

      Closing Date: The date of this Agreement.

      Commission: The Securities and Exchange Commission.

      Consummate: A registered Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the
Issuers to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the

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aggregate principal amount of Initial Notes that were tendered by Holders
thereof pursuant to the Exchange Offer.

      Effectiveness Target Date: As defined in Section 5.

      Exchange Act: The Securities Exchange Act of 1934, as amended.

      Exchange Notes: The 7-3/4% Senior Notes due 2015 of the Issuers, of the
same series under the Indenture as the Initial Notes, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to this Agreement.

      Exchange Offer: The registration by the Issuers under the Securities Act
of the Exchange Notes pursuant to a Registration Statement pursuant to which the
Issuers offer the Holders of all outstanding Transfer Restricted Securities the
opportunity to exchange all such outstanding Transfer Restricted Securities held
by such Holders for Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.

      Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

      Holders: As defined in Section 2(b) hereof.

      Indemnified Holder: As defined in Section 8(a) hereof.

      Indenture: The Indenture, dated as of February 14, 2005, among the
Issuers, the Guarantors and The Bank of New York, as trustee (the "Trustee"),
pursuant to which the Notes are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.

      Initial Notes: The 7-3/4% Senior Notes due 2015 of the Issuers, of the
same series under the Indenture as the Exchange Notes, for so long as such
securities constitute Transfer Restricted Securities.

      Initial Placement: The issuance and sale by the Issuers of the Initial
Notes to the Initial Purchasers pursuant to the Purchase Agreement.

      Initial Purchaser: As defined in the preamble hereto.

      Interest Payment Date: As defined in the Indenture and the Notes.

      NASD: National Association of Securities Dealers, Inc.

      Notes: The Initial Notes and the Exchange Notes.

      Person: An individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

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      Prospectus: The prospectus included in a Registration Statement, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

      Record Holder: With respect to any Additional Interest Payment Date
relating to the Notes, each Person who is a Holder of Notes on the record date
with respect to the Interest Payment Date on which such Additional Interest
Payment Date shall occur.

      Registration Default: As defined in Section 5 hereof.

      Registration Statement: Any registration statement of the Issuers relating
to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the
registration for resale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.

      Securities Act: The Securities Act of 1933, as amended.

      Shelf Filing Deadline: As defined in Section 4 hereof.

      Shelf Registration Statement: As defined in Section 4 hereof.

      Transfer Restricted Securities: Each Note, until the earliest to occur of
(a) the date on which such Note is exchanged in the Exchange Offer and entitled
to be resold to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Securities Act, (b) the date on which
such Note has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement and (c) the date on which
such Note is distributed to the public pursuant to Rule 144 under the Securities
Act or by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by
the Exchange Offer Registration Statement (including delivery of the Prospectus
contained therein).

      Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa 77bbbb) as in effect on the date of the Indenture.

      Underwritten Registration: A registration in which securities of the
Issuers are sold to an underwriter for reoffering to the public.

      SECTION 2. Securities Subject to this Agreement.

      (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

      (b) Holders of Transfer Restricted Securities. A Person is deemed to be a
holder of Transfer Restricted Securities (each, a "Holder") whenever such Person
owns Transfer Restricted Securities.

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      SECTION 3. Registered Exchange Offer.

      (a) Unless the Exchange Offer shall not be permissible under applicable
law or Commission policy (after the procedures set forth in Section 6(a) below
have been complied with), the Issuers and the Guarantors shall (i) cause to be
filed with the Commission as soon as practicable after the Closing Date, but in
no event later than 90 days after the Closing Date, a Registration Statement
under the Securities Act relating to the Exchange Notes and the Exchange Offer,
(ii) use their commercially reasonable efforts to cause such Registration
Statement to become effective at the earliest possible time, but in no event
later than 180 days after the Closing Date, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become
effective, (B) if applicable, a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the
Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for the Transfer Restricted Securities
and to permit resales of Notes held by Broker-Dealers as contemplated by Section
3(c) below.

      (b) The Issuers and the Guarantors shall use commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 30 days after the date notice of the Exchange Offer is
mailed to the Holders. The Issuers and the Guarantors shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No
securities other than the Notes shall be included in the Exchange Offer
Registration Statement. The Issuers and the Guarantors shall use their
commercially reasonable efforts to cause the Exchange Offer to be Consummated on
the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 30 business days after the date
the Exchange Offer Registration Statement has become effective.

      (c) The Issuers shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Transfer
Restricted Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from either Issuer), may exchange such
Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. Such "Plan of Distribution"
section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-

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Dealer except to the extent required by the Commission as a result of a change
in policy after the date of this Agreement.

      The Issuers and the Guarantors shall use their commercially reasonable
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section
6(c) below to the extent necessary to ensure that it is available for resales of
Notes acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 180 days from the date on which
the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.

      The Issuers shall provide sufficient copies of the latest version of such
Prospectus to Broker-Dealers promptly upon request at any time during such
180-day (or shorter as provided in the foregoing sentence) period in order to
facilitate such resales.

      SECTION 4. Shelf Registration.

      (a) Shelf Registration. If (i) the Issuers and the Guarantors are not
required to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), (ii) for any reason the Exchange Offer is not Consummated
within 30 business days after the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement, or (iii) with respect to any Holder of
Transfer Restricted Securities (A) such Holder is prohibited by applicable law
or Commission policy from participating in the Exchange Offer, or (B) such
Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to
the public without delivering a prospectus and that the Prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for
such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds
Initial Notes acquired directly from either Issuer or one of their affiliates,
then the Issuers and the Guarantors shall (but, in the case of clause (iii)
above, only upon such Holder's request):

            (x) cause to be filed a shelf registration statement pursuant to
      Rule 415 under the Securities Act, which may be an amendment to the
      Exchange Offer Registration Statement (in either event, the "Shelf
      Registration Statement") on or prior to 60 days after the filing
      obligation arises (such date being the "Shelf Filing Deadline"), which
      Shelf Registration Statement shall provide for resales of all Transfer
      Restricted Securities the Holders of which shall have provided the
      information required pursuant to Section 4(b) hereof; and

            (y) use their commercially reasonable efforts to cause such Shelf
      Registration Statement to be declared effective by the Commission on or
      before the 150th day after the filing obligation arises.

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      The Issuers and the Guarantors shall use their commercially reasonable
efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended, except during any Blackout Period permitted by Section
4(c) hereof, as required by the provisions of Sections 6(b) and (c) hereof to
the extent necessary to ensure that it is available for resales of Notes by the
Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
following the effective date of such Shelf Registration Statement (or shorter
period that will terminate when all the Notes covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement).

      (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within 20 business days after receipt of a request
therefor, such information as the Issuers may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Issuers all
information required to be disclosed in order to make the information previously
furnished to the Issuers by such Holder not materially misleading.

      (c) Blackout Period. Notwithstanding anything to the contrary in this
Agreement, the Company, upon notice to the Holders of Transfer Restricted
Securities, as provided in the last paragraph of Section 6 hereof, may suspend
the use of the Prospectus included in any Shelf Registration Statement upon the
happening of an event contemplated by Section 6(c)(iii)(D) hereof for a period
of time ("Blackout Period") not to exceed an aggregate of 90 days in any twelve
month period; provided, that, upon the termination of such Blackout Period, the
Company shall notify the Holders of Transfer Restricted Securities that such
Blackout Period has been terminated.

      SECTION 5. Additional Interest. If (i) any of the Registration Statements
required by this Agreement is not filed with the Commission on or prior to the
date specified for such filing in this Agreement, (ii) any of such Registration
Statements has not been declared effective by the Commission on or prior to the
date specified for such effectiveness in this Agreement (the "Effectiveness
Target Date"), (iii) the Exchange Offer has not been Consummated within 30
business days after the Effectiveness Target Date with respect to the Exchange
Offer Registration Statement or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within two business days by a post-effective amendment to such Registration
Statement that cures such failure and that is itself promptly declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), the Issuers hereby agree, regardless of any Blackout Period then in
effect pursuant to Section 4(c) hereof, that the interest rate borne by the
Transfer Restricted Securities shall be increased by 0.25% per annum during the
90-day period immediately following the occurrence of any Registration Default
and shall increase by 0.25% per annum at the end of each subsequent 90-day
period, but in no event shall such increase exceed 1.00% per annum. Such
additional interest to be paid pursuant to a Registration Default as set forth
in this Section 5 is herein referred to as

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"Additional Interest." Following the cure of all Registration Defaults relating
to any particular Transfer Restricted Securities, the interest rate borne by the
relevant Transfer Restricted Securities will be reduced to the original interest
rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities
shall again be increased pursuant to the foregoing provisions.

      All Additional Interest accrued pursuant to this Section 5 shall be paid
to the Record Holders entitled thereto, in the manner provided for the payment
of interest in the Indenture, on each Additional Interest Payment Date. All
obligations of the Issuers and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such Note shall
have been satisfied in full.

      SECTION 6. Registration Procedures.

      (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Issuers and the Guarantors shall comply with all of the provisions of
Section 6(c) below, shall use their commercially reasonable efforts to effect
such exchange to permit the sale of Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

            (i) If in the reasonable opinion of counsel to the Issuers there is
      a question as to whether the Exchange Offer is permitted by applicable
      law, the Issuers and the Guarantors hereby agree to seek a no-action
      letter or other favorable decision from the Commission allowing the
      Issuers and the Guarantors to Consummate an Exchange Offer for such
      Initial Notes. The Issuers and the Guarantors each hereby agrees to pursue
      the issuance of such a decision to the Commission staff level but shall
      not be required to take commercially unreasonable action to effect a
      change of Commission policy. The Issuers and the Guarantors each hereby
      agrees, however, to (A) participate in telephonic conferences with the
      Commission, (B) deliver to the Commission staff an analysis prepared by
      counsel to the Issuers setting forth the legal bases, if any, upon which
      such counsel has concluded that such an Exchange Offer should be permitted
      and (C) diligently pursue a favorable resolution by the Commission staff
      of such submission.

            (ii) As a condition to its participation in the Exchange Offer
      pursuant to the terms of this Agreement, each Holder of Transfer
      Restricted Securities shall furnish, upon the request of the Issuers,
      prior to the Consummation thereof, a written representation to the Issuers
      (which may be contained in the letter of transmittal contemplated by the
      Exchange Offer Registration Statement) to the effect that (A) it is not an
      affiliate of either Issuer, (B) it is not engaged in, and does not intend
      to engage in, and has no arrangement or understanding with any person to
      participate in, a distribution of the Exchange Notes to be issued in the
      Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary
      course of business. In addition, all such Holders of Transfer Restricted
      Securities shall otherwise cooperate in the Issuers' preparations for the
      Exchange Offer. Each Holder hereby acknowledges and agrees that any
      Broker-Dealer and any such Holder using the Exchange Offer to participate
      in a distribution of the securities to be

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      acquired in the Exchange Offer (1) could not under Commission policy as in
      effect on the date of this Agreement rely on the position of the
      Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
      1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
      interpreted in the Commission's letter to Shearman & Sterling dated July
      2, 1993, and similar no-action letters (which may include any no-action
      letter obtained pursuant to clause (i) above), and (2) must comply with
      the registration and prospectus delivery requirements of the Securities
      Act in connection with a secondary resale transaction and that such a
      secondary resale transaction should be covered by an effective
      registration statement containing the selling security holder information
      required by Item 507 or 508, as applicable, of Regulation S-K if the
      resales are of Exchange Notes obtained by such Holder in exchange for
      Initial Notes acquired by such Holder directly from either Issuer.

      (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Issuers and the Guarantors shall comply with all the
provisions of Section 6(c) below and, except during any Blackout Period
permitted by Section 4(c) hereof, shall use their commercially reasonable
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto the Issuers and the
Guarantors will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.

      (c) General Provisions. In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Issuers and the Guarantors shall:

            (i) use their commercially reasonable efforts to keep such
      Registration Statement continuously effective, other than during a
      Blackout Period permitted pursuant to Section 4(c) hereof, and provide all
      requisite financial statements (including, if required by the Securities
      Act or any regulation thereunder, financial statements of the Guarantors)
      for the period specified in Section 3 or 4 of this Agreement, as
      applicable; upon the occurrence of any event that would cause any such
      Registration Statement or the Prospectus contained therein (A) to contain
      a material misstatement or omission or (B) not to be effective and usable
      for resale of Transfer Restricted Securities during the period required by
      this Agreement, the Issuers and the Guarantors shall, other than during a
      Blackout Period permitted pursuant to Section 4(c) hereof, file promptly
      an appropriate amendment to such Registration Statement, in the case of
      clause (A), correcting any such misstatement or omission, and, in the case
      of either clause (A) or (B), use their commercially reasonable efforts to
      cause such amendment to be declared effective and such Registration
      Statement and the related Prospectus to become usable for their intended
      purpose(s) as soon as practicable thereafter;

            (ii) other than during a Blackout Period permitted pursuant to
      Section 4(c) hereof, prepare and file with the Commission such amendments
      and post-effective amendments to the Registration Statement as may be
      necessary to keep the Registration Statement

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      effective for the applicable period set forth in Section 3 or 4 hereof, as
      applicable, or such shorter period as will terminate when all Transfer
      Restricted Securities covered by such Registration Statement have been
      sold; cause the Prospectus to be supplemented by any required Prospectus
      supplement, and as so supplemented to be filed pursuant to Rule 424 under
      the Securities Act, and to comply fully with the applicable provisions of
      Rules 424 and 430A under the Securities Act in a timely manner; and comply
      with the provisions of the Securities Act with respect to the disposition
      of all securities covered by such Registration Statement during the
      applicable period in accordance with the intended method or methods of
      distribution by the sellers thereof set forth in such Registration
      Statement or supplement to the Prospectus;

            (iii) advise the Initial Purchaser and selling Holders promptly and,
      if requested by such Persons, to confirm such advice in writing, (A) when
      the Prospectus or any Prospectus supplement or post-effective amendment
      has been filed, and, with respect to any Registration Statement or any
      post-effective amendment thereto, when the same has become effective, (B)
      of any request by the Commission for amendments to the Registration
      Statement or amendments or supplements to the Prospectus or for additional
      information relating thereto, (C) of the issuance by the Commission of any
      stop order suspending the effectiveness of the Registration Statement
      under the Securities Act or of the suspension by any state securities
      commission of the qualification of the Transfer Restricted Securities for
      offering or sale in any jurisdiction, or the initiation of any proceeding
      for any of the preceding purposes, (D) of the existence of any fact or the
      happening of any event that makes any statement of a material fact made in
      the Registration Statement, the Prospectus, any amendment or supplement
      thereto, or any document incorporated by reference therein untrue, or that
      requires the making of any additions to or changes in the Registration
      Statement or the Prospectus in order to make the statements therein not
      misleading. If at any time the Commission shall issue any stop order
      suspending the effectiveness of the Registration Statement, or any state
      securities commission or other regulatory authority shall issue an order
      suspending the qualification or exemption from qualification of the
      Transfer Restricted Securities under state securities or Blue Sky laws,
      the Issuers and the Guarantors shall use their commercially reasonable
      efforts to obtain the withdrawal or lifting of such order at the earliest
      possible time;

            (iv) if requested, furnish without charge to each of the Initial
      Purchasers and each selling Holder named in any Registration Statement
      before filing with the Commission, copies of any Registration Statement or
      any Prospectus included therein or any amendments or supplements to any
      such Registration Statement or Prospectus (including all documents
      incorporated by reference after the initial filing of such Registration
      Statement), which documents will be subject to the review of such Holders
      in connection with such sale, if any, for a period of at least five
      business days, and neither Issuer nor any Guarantor will file any such
      Registration Statement or Prospectus or any amendment or supplement to any
      such Registration Statement or Prospectus (including all such documents
      incorporated by reference) to which an Initial Purchaser or Holder of
      Transfer Restricted Securities covered by such Registration Statement
      shall reasonably object in writing within five business days after the
      receipt thereof (such objection to be deemed timely made upon confirmation
      of telecopy transmission within such period). The

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      objection of an Initial Purchaser shall be deemed to be reasonable if such
      Registration Statement, amendment, Prospectus or supplement, as
      applicable, as proposed to be filed, contains a material misstatement or
      omission;

            (v) promptly prior to the filing of any document that is to be
      incorporated by reference into a Registration Statement or Prospectus,
      provide copies of such document to the Initial Purchasers and each selling
      Holder named in any Registration Statement, make the Issuers' and the
      Guarantors' representatives available for discussion of such document and
      other customary due diligence matters, and include such information in
      such document prior to the filing thereof as such selling Holders
      reasonably may request;

            (vi) make available at reasonable times for inspection by the
      Initial Purchasers and any attorney or accountant retained by such Initial
      Purchasers all financial and other records, pertinent corporate documents
      and properties of the Issuers and the Guarantors and cause the Issuers'
      and the Guarantors' officers, directors and employees to supply all
      information reasonably requested by any such Initial Purchaser, attorney
      or accountant in connection with such Registration Statement subsequent to
      the filing thereof and prior to its effectiveness;

            (vii) if requested by any selling Holders, promptly incorporate in
      any Registration Statement or Prospectus, pursuant to a supplement or
      post-effective amendment if necessary, such information as such selling
      Holders may reasonably request to have included therein, including,
      without limitation, information relating to the "Plan of Distribution" of
      the Transfer Restricted Securities, information with respect to the
      principal amount of Transfer Restricted Securities being sold, the
      purchase price being paid therefor and any other terms of the offering of
      the Transfer Restricted Securities to be sold in such offering; and make
      all required filings of such Prospectus supplement or post-effective
      amendment as soon as practicable after the Issuers are notified of the
      matters to be incorporated in such Prospectus supplement or post-effective
      amendment;

            (viii) use their commercially reasonable efforts to cause the
      Transfer Restricted Securities covered by the Registration Statement to be
      rated with the appropriate rating agencies, if so requested by the Holders
      of a majority in aggregate principal amount of Notes covered thereby;

            (ix) furnish to each selling Holder, without charge, at least one
      copy of the Registration Statement, as first filed with the Commission,
      and of each amendment thereto, including financial statements and
      schedules, all documents incorporated by reference therein and all
      exhibits (including exhibits incorporated therein by reference);

            (x) deliver to each Initial Purchaser and each selling Holder,
      without charge, as many copies of the Prospectus (including each
      preliminary prospectus) and any amendment or supplement thereto as such
      Persons may reasonably request; the Issuers and the Guarantors hereby
      consent to the use of the Prospectus and any amendment or supplement
      thereto by each Broker-Dealer (as contemplated by Section 3 above) and by
      each of the selling Holders, if any, in connection with the offering and
      the sale of the

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      Transfer Restricted Securities covered by the Prospectus or any amendment
      or supplement thereto, subject to compliance by each such Holder with the
      final paragraph of this Section 6;

            (xi) in the case of a Shelf Registration Statement, enter into, and
      cause the Guarantors to enter into, such agreements, and make, and cause
      the Guarantors to make, such representations and warranties, and take all
      such other actions in connection therewith in order to expedite or
      facilitate the disposition of the Transfer Restricted Securities pursuant
      to any Shelf Registration Statement contemplated by this Agreement, all to
      such extent as may be requested by any Initial Purchaser or by any Holder
      of Transfer Restricted Securities in connection with any sale or resale
      pursuant to any Shelf Registration Statement contemplated by this
      Agreement; and whether or not the registration is an Underwritten
      Registration, the Issuers and the Guarantors shall:

                  (A) furnish to each Initial Purchaser, each selling Holder and
            each underwriter, if any, in such substance and scope as they may
            request and as are customarily made by issuers to underwriters in
            primary underwritten offerings, upon the effectiveness of the Shelf
            Registration Statement, a certificate, dated the date of
            effectiveness of the Shelf Registration Statement signed by (y) the
            President or any Vice President and (z) a principal financial or
            accounting officer of each of the Issuers and the Guarantors,
            confirming, as of the date thereof, the matters set forth in
            paragraphs (i), (ii) and (iii) of Section 5(g) of the Purchase
            Agreement and such other matters as such parties may reasonably
            request;

                  (B) set forth in full the indemnification provisions and
            procedures of Section 8 hereof with respect to all parties to be
            indemnified pursuant to said Section; and

                  (C) deliver such other documents and certificates as may be
            reasonably requested by such parties to evidence compliance with
            clause (A) above and with any customary conditions contained in any
            agreement entered into by the Issuers or the Guarantors pursuant to
            this clause (xi), if any.

            If at any time the representations and warranties of the Issuers and
      the Guarantors contemplated in clause (A)(1) above cease to be true and
      correct, the Issuers or the Guarantors shall so advise the Initial
      Purchasers and the underwriter(s), if any, and each selling Holder
      promptly and, if requested by such Persons, shall confirm such advice in
      writing;

            (xii) prior to any public offering of Transfer Restricted
      Securities, cooperate with, and cause the Guarantors to cooperate with,
      the selling Holders and their counsel in connection with the registration
      and qualification of the Transfer Restricted Securities under the
      securities or Blue Sky laws of such jurisdictions as the selling Holders
      may reasonably request and do any and all other acts or things necessary
      or advisable to enable the disposition in such jurisdictions of the
      Transfer Restricted Securities covered by the Shelf Registration
      Statement; provided, however, that neither Issuer nor any Guarantor shall
      be required to register or qualify as a foreign corporation where it is
      not

                                       11

<PAGE>

      then so qualified or to take any action that would subject it to the
      service of process in suits or to taxation, other than as to matters and
      transactions relating to the Registration Statement, in any jurisdiction
      where it is not then so subject;

            (xiii) issue, upon the request of any Holder of Initial Notes
      covered by the Shelf Registration Statement, Exchange Notes, having an
      aggregate principal amount equal to the aggregate principal amount of
      Initial Notes surrendered to the Issuers by such Holder in exchange
      therefor or being sold by such Holder; such Exchange Notes to be
      registered in the name of such Holder or in the name of the purchaser(s)
      of such Notes, as the case may be; in return, the Initial Notes held by
      such Holder shall be surrendered to the Issuers for cancellation;

            (xiv) cooperate with, and cause the Guarantors to cooperate with,
      the selling Holders to facilitate the timely preparation and delivery of
      certificates representing Transfer Restricted Securities to be sold and
      not bearing any restrictive legends; and enable such Transfer Restricted
      Securities to be in such denominations and registered in such names as the
      Holders may request at least two business days prior to any sale of
      Transfer Restricted Securities made by such underwriter(s);

            (xv) use their commercially reasonable efforts to cause the Transfer
      Restricted Securities covered by the Registration Statement to be
      registered with or approved by such other governmental agencies or
      authorities as may be necessary to enable the seller or sellers thereof to
      consummate the disposition of such Transfer Restricted Securities, subject
      to the proviso contained in clause (xii) above;

            (xvi) if any fact or event contemplated by clause (c)(iii)(D) above
      shall exist or have occurred, prepare a supplement or post-effective
      amendment to the Registration Statement or related Prospectus or any
      document incorporated therein by reference or file any other required
      document so that, as thereafter delivered to the purchasers of Transfer
      Restricted Securities, the Prospectus will not contain an untrue statement
      of a material fact or omit to state any material fact necessary to make
      the statements therein not misleading;

            (xvii) provide a CUSIP number for all Transfer Restricted Securities
      not later than the effective date of the Registration Statement and
      provide the Trustee under the Indenture with printed certificates for the
      Transfer Restricted Securities which are in a form eligible for deposit
      with the Depository Trust Company;

            (xviii) otherwise use their commercially reasonable efforts to
      comply with all applicable rules and regulations of the Commission, and
      make generally available to its security holders, as soon as practicable,
      a consolidated earnings statement meeting the requirements of Rule 158
      (which need not be audited) for the twelve-month period beginning with the
      first month of the Valor Communications Group, Inc.'s first fiscal quarter
      commencing after the effective date of the Registration Statement;

            (xix) cause the Indenture to be qualified under the Trust Indenture
      Act not later than the effective date of the first Registration Statement
      required by this Agreement,

                                       12

<PAGE>

      and, in connection therewith, cooperate, and cause the Guarantors to
      cooperate with, with the Trustee and the Holders of Notes to effect such
      changes to the Indenture as may be required for such Indenture to be so
      qualified in accordance with the terms of the Trust Indenture Act; and to
      execute, and cause the Guarantors to execute, and use their commercially
      reasonable efforts to cause the Trustee to execute, all documents that may
      be required to effect such changes and all other forms and documents
      required to be filed with the Commission to enable such Indenture to be so
      qualified in a timely manner;

            (xx) cause all Transfer Restricted Securities covered by the
      Registration Statement to be listed on each securities exchange on which
      similar securities issued by either Issuer are then listed if requested by
      the Holders of a majority in aggregate principal amount of Initial Notes;
      and

            (xxi) provide promptly to each Holder upon reasonable request each
      document filed with the Commission pursuant to the requirements of Section
      13 and Section 15 of the Exchange Act to the extent any such document is
      not available through the Commission's EDGAR system.

      Each Holder agrees by acquisition of a Transfer Restricted Security that,
upon receipt of any notice from the Issuers of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof,
or until it is advised in writing (the "Advice") by the Issuers that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Issuers, each Holder will deliver to the Issuers (at the
Issuers' expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice. In the event
the Issuers shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or
shall have received the Advice; however, no such extension shall be taken into
account in determining whether Additional Interest is due pursuant to Section 5
hereof or the amount of such Additional Interest, it being agreed that the
Issuers' option to suspend use of a Registration Statement pursuant to this
paragraph shall be treated as a Registration Default for purposes of Section 5.

      SECTION 7. Registration Expenses.

      (a) All expenses incident to the Issuers' or the Guarantors' performance
of or compliance with this Agreement will be borne by the Issuers and the
Guarantors, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with the NASD; (ii)
all fees and expenses of compliance with federal securities and state Blue Sky
or securities laws; (iii) all expenses of printing (including printing
certificates for the Exchange

                                       13

<PAGE>

Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Issuers, the Guarantors and, subject to Section 7(b) below,
the Holders of Transfer Restricted Securities; (v) all application and filing
fees in connection with listing the Exchange Notes on a national securities
exchange or automated quotation system pursuant to the requirements thereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Issuers and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance).

      The Issuers and the Guarantors will, in any event, bear their internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuers and the Guarantors.

      (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Issuers and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of
a majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

      SECTION 8. Indemnification.

      (a) Each Issuer and each Guarantor, jointly and severally, agrees to
indemnify and hold harmless (i) each Holder and (ii) each person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) any Holder (any of the persons referred to in this clause
(ii) being hereinafter referred to as a "controlling person") and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any controlling person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including without limitation and
as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by, related
to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information
relating to any of the Holders furnished in writing to the Issuers by any of the
Holders expressly for use therein. This indemnity agreement shall be in addition
to any liability which the Issuers or the Guarantors may otherwise have.

                                       14

<PAGE>

      In case any action or proceeding (including any governmental or regulatory
investigation or proceeding) shall be brought or asserted against any of the
Indemnified Holders with respect to which indemnity may be sought against the
Issuers or the Guarantors, such Indemnified Holder (or the Indemnified Holder
controlled by such controlling person) shall promptly notify the Issuers and
such Guarantors in writing (provided, that the failure to give such notice shall
not relieve the Issuers or the Guarantors of their respective obligations
pursuant to this Agreement). Such Indemnified Holder shall have the right to
employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Issuers and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder is
not entitled to indemnification hereunder). The Issuers and the Guarantors shall
not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which
firm shall be designated by the Holders. The Issuers and the Guarantors shall be
liable for any settlement of any such action or proceeding effected with the
Issuers' prior written consent, which consent shall not be withheld
unreasonably, and the Issuers and the Guarantors agree to indemnify and hold
harmless any Indemnified Holder from and against any loss, claim, damage,
liability or expense by reason of any settlement of any action effected with the
written consent of the Issuers. The Issuers and the Guarantors shall not,
without the prior written consent of each Indemnified Holder, settle or
compromise or consent to the entry of judgment in or otherwise seek to terminate
any pending or threatened action, claim, litigation or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not
any Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Holder from all liability arising out of such action, claim, litigation or
proceeding.

      (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Issuers and the Guarantors and
their respective directors and officers who sign a Registration Statement, and
any person controlling (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) the Issuers, the Guarantors and the
respective officers, directors, partners, employees, representatives and agents
of each such person, to the same extent as the foregoing indemnity from the
Issuers and the Guarantors to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder
furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the
Issuers, the Guarantors or their directors or officers or any such controlling
person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the
Issuers and/or the Guarantors and the Issuers, the Guarantors or their directors
or officers or such controlling person shall have the rights and duties given to
each Holder by the preceding paragraph.

      (c) If the indemnification provided for in this Section 8 is unavailable
to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by
reason of exceptions provided in those Sections) in respect of any losses,
claims, damages, liabilities, judgments, actions or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party

                                       15

<PAGE>

as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Issuers and
the Guarantors, on the one hand, and of the Indemnified Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Issuers on the one hand and
of the Indemnified Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuers or by the Indemnified Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

      The Issuers, the Guarantors and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(c) were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or expenses referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, none of the Holders (and its related Indemnified
Holders) shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total discount received by such Holder with respect
to the Initial Notes exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount
of Initial Notes held by each of the Holders hereunder and not joint.

      SECTION 9. Rule 144A. The Issuers and the Guarantors each hereby agrees
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

      SECTION 10. Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.

                                       16

<PAGE>

      SECTION 11. Miscellaneous.

      (a) Remedies. The Issuers and the Guarantors each hereby agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agree to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

      (b) No Inconsistent Agreements. The Issuers will not, and will cause the
Guarantors not to, on or after the date of this Agreement enter into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Neither Issuer nor any Guarantor has entered into any
agreement granting any registration rights with respect to its securities to any
Person. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Issuers' securities under any agreement in effect on the date hereof.

      (c) Adjustments Affecting the Notes. The Issuers will not take any action,
or permit any change to occur, with respect to the Notes that would materially
and adversely affect the ability of the Holders to Consummate any Exchange
Offer.

      (d) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Issuers have obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Issuers shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

      (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

            (i) if to a Holder, at the address set forth on the records of the
      Registrar under the Indenture, with a copy to the Registrar under the
      Indenture; and

            (ii) if to the Issuers:

                 Valor Telecommunications Enterprises, LLC
                 201 East John Carpenter Freeway, Suite 200
                 Irving, Texas  75062
                 Telecopier No.: (972) 373-1089
                 Attention: Chief Financial Officer

                                       17
<PAGE>

                 With a copy to:

                 Kirkland & Ellis LLP
                 Citigroup Center
                 153 East 53rd Street
                 New York, New York  10022
                 Telecopier No.: (212) 446-6460
                 Attention: Joshua N. Korff, Esq.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

      Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

      (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

      (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

      (k) Entire Agreement. This Agreement together with the Purchase Agreement
and the Indenture is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Issuers with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       18

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                               VALOR TELECOMMUNICATIONS
                                  ENTERPRISES, LLC

                               VALOR TELECOMMUNICATIONS
                                  ENTERPRISES FINANCE CORP.

                               VALOR COMMUNICATIONS GROUP

                               VALOR TELECOMMUNICATIONS, LLC

                               VALOR TELECOMMUNICATIONS OF
                                  TEXAS, LP

                               VALOR TELECOMMUNICATIONS
                                  EQUIPMENT, LP

                               VALOR TELECOMMUNICATIONS
                                  SERVICES, LP

                               VALOR TELECOMMUNICATIONS
                                  INVESTMENTS, LLC

                               VALOR TELECOMMUNICATIONS LD, LP

                               SOUTHWEST NETWORK ENHANCED
                                  SERVICES, LLC

                               WESTERN ACCESS SERVICES, LLC

                               WESTERN ACCESS SERVICES OF
                                  ARIZONA, LLC

                               WESTERN ACCESS SERVICES OF
                                  ARKANSAS, LLC

                               WESTERN ACCESS SERVICES OF
                                  COLORADO, LLC

                               WESTERN ACCESS SERVICES OF
                                  OKLAHOMA, LLC

                               WESTERN ACCESS SERVICES OF NEW
                                  MEXICO, LLC

                               WESTERN ACCESS SERVICES OF
                                  TEXAS, LP

                               VALOR TELECOMMUNICATIONS
                                  CORPORATE GROUP, LP

                               VALOR TELECOMMUNICATIONS
                                  SOUTHWEST, LLC

                               VALOR TELECOMMUNICATIONS
                                  SOUTHWEST II, LLC

<PAGE>

                               VALOR TELECOMMUNICATIONS
                                  ENTERPRISES II, LLC

                               KERRVILLE COMMUNICATIONS
                                  CORPORATION

                               KERRVILLE COMMUNICATIONS
                                  MANAGEMENT, LLC

                               KERRVILLE COMMUNICATIONS
                                  ENTERPRISES, LLC

                               ADVANCED TEL-COM SYSTEMS, LP

                               KERRVILLE TELEPHONE, LP

                               KERRVILLE CELLULAR, LP

                               KCC TELCOM, LP

                               KERRVILLE CELLULAR MANAGEMENT,
                                  LLC

                               KERRVILLE CELLULAR HOLDINGS, LLC

                               KERRVILLE MOBILE HOLDINGS, INC.

                               KERRVILLE WIRELESS HOLDINGS, LP

                               HARPER TELEPHONE LP

                               DCS HOLDING CO.

                               ECS HOLDING CO.

                               KCS HOLDING CO.

                               SCD SHARING PARTNERSHIP, L.P.

                               SCE Sharing Partnership, L.P.

                               By: /s/ William M. Ojile, Jr.
                                   ---------------------------
                                   Name: Willaim M. Ojile, Jr.
                                   Title: Secretary


<PAGE>

      The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED
CIBC WORLD MARKETS CORP.
WACHOVIA CAPITAL MARKETS, LLC

By: BANC OF AMERICA SECURITIES LLC

By:/s/[ILLEGIBLE]
   -----------------
   Managing Director


<PAGE>

                                   SCHEDULE A

                               LIST OF GUARANTORS

<TABLE>
<CAPTION>
Guarantor                                                Jurisdiction of Incorporation
---------                                                -----------------------------
<S>                                                      <C>
Valor Communications Group, Inc.                                   Delaware

Valor Telecommunications, LLC                                      Delaware

DCS Holding Co.                                                    Delaware

ECS Holding Co.                                                    Delaware

KCS Holding Co.                                                    Delaware

SCD Sharing Partnership, L.P.                                      Delaware

SCE Sharing Partnership, L.P.                                      Delaware

Valor Telecommunications of Texas, LP                                Texas

Valor Telecommunications Equipment, LP                               Texas

Valor Telecommunications Services, LP                                Texas

Valor Telecommunications Investments, LLC                          Delaware

Valor Telecommunications Enterprises, LLC                          Delaware

Valor Telecommunications Enterprises Finance Corp.                 Delaware

Valor Telecommunications LD, LP                                    Delaware

Southwest Enhanced Network Services, LP                            Delaware

Western Access Services, LLC                                       Delaware

Western Access Services of Arizona, LLC                            Delaware

Western Access Services of Arkansas, LLC                           Delaware

Western Access Services of Colorado, LLC                           Delaware

Western Access Services of Oklahoma, LLC                           Delaware

Western Access Services of New Mexico, LLC                         Delaware

Western Access Services of Texas, LP                               Delaware

Valor Telecommunications Corporate Group, LP                         Texas

Valor Telecommunications Southwest, LLC                            Delaware

Valor Telecommunications Southwest II, LLC                         Delaware

Valor Telecommunications Enterprises II, LLC                       Delaware

Kerrville Communications Corporation                                 Texas
</TABLE>

                                  Schedule A-1

<PAGE>

<TABLE>
<S>                                                                <C>
Kerrville Communications Management, LLC                           Delaware

Kerrville Communications Enterprises, LLC                          Delaware

Advanced Tel-Com Systems, LP                                         Texas

Kerrville Telephone, LP                                              Texas

Kerrville Cellular, LP                                               Texas

KCC TelCom, LP                                                       Texas

Kerrville Cellular Management, LLC                                 Delaware

Kerrville Cellular Holdings, LLC                                   Delaware

Kerrville Mobile Holdings, Inc.                                      Texas

Kerrville Wireless Holdings, LP                                      Texas

Harper Telephone LP                                                  Texas
</TABLE>

                                  Schedule A-2