<PAGE>
                                                                   Exhibit 10.42

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

                               SECOND AMENDMENT TO
                 WHOLESALE SOLUTIONS SWITCHED SERVICES AGREEMENT

This Second Amendment (WSG0406-0110) is made to the Wholesale Solutions Switched
Services Agreement (WSG0206-048r18s) between SPRINT COMMUNICATIONS COMPANY L.P.
("Sprint") and VALOR TELECOMMUNICATIONS ENTERPRISES, LLC ("Customer") signed by
Customer on July 2, 2003 and by Sprint on August 11, 2003, as amended by a First
Amendment (WSG0307-028r2) signed by customer on October 2, 2003 and by Sprint on
October 3, 2003 (collectively, the "Agreement"). The following modified and
added terms and conditions are made a part of the Agreement effective the first
day of the first month after Sprint accepts this signed Second Amendment
("Second Amendment Commencement Date"), as evidenced by the Sprint SPRB stamp.
If during the Second Amendment implementation process, a Service bills after the
Second Amendment Commencement Date at a rate other than the rate stated in this
Second Amendment, Sprint will adjust Customer's invoice to apply the appropriate
rate within 90 days after the date of the invoice containing the incorrect rate.

Sprint and Customer agree as follows:

1.    The Agreement is amended by deleting Attachment A-1 and A-2 in their
      entirety and replacing it with the Attachment A-1 and A-2 attached to this
      Amendment and incorporated by reference.

2.    The Agreement is amended by adding a new Attachment A-3, which is attached
      and incorporated by this reference.

3.    The Agreement is amended by deleting Attachment B-1 and B-2 in their
      entirety and replacing it with the Attachment B-1 and B-2 attached to this
      Amendment and incorporated by reference.

4.    The Agreement is amended by deleting Attachment C - "Interstate Switched
      Network Extension" in its entirety and replacing it with the Attachment C
      - "Interstate Switched Services" attached to this Amendment and
      incorporated by reference.

5.    The Agreement is amended by deleting Attachment C - "Interstate Dedicated
      Network Extension" in its entirety and replacing it with the Attachment C
      - "Interstate Dedicated Network Extension Service" attached to this
      Amendment and incorporated by reference.

6.    The Agreement is amended by adding a new Attachment C - "Interstate
      Dedicated Service", which is attached and incorporated by this reference.

7.    The Agreement is amended by deleting Attachment D-1 in its entirety and
      replacing it with Attachment D-1 attached to this Amendment and
      incorporated by reference.

8.    To become effective, this Second Amendment must be signed by an authorized
      representative of Customer. Any charge to this Second Amendment is subject
      to written acceptance by a Sprint officer. All other terms and conditions
      in the Agreement, not

                 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
<PAGE>
      amended above, will remain in effect. This Second Amendment and any
      information concerning its terms and conditions are Sprint's proprietary
      information and are governed by the parties' Nondisclosure Agreement.

9.    Sprint's offer to amend the Agreement will be withdrawn if this Second
      Amendment is not executed by both parties within 45 days after July 14,
      2004.

VALOR TELECOMMUNICATIONS            SPRINT COMMUNICATIONS COMPANY L.P.
ENTERPRISES, LLC

By: /s/ John Mueller                   By: /s/ Art MacDowell
   -------------------------------     -----------------------------------------
                                        Art MacDowell
Title: CEO                              Vice President, Wholesale Services Group
      ----------------------------



Date: 8/17/04                           Date: 8/18/04
     -----------------------------      ---------------------------------------


               SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

                                                                               2
<PAGE>

                                 ATTACHMENT A-1

A.3.     TERM OF AGREEMENT: 30 months.

A.6.4    In the event that a Service is discontinued and such discontinuation
materially and adversely affects Customer's ability to do business as
anticipated in this Agreement, Sprint will notify Customer 60 days prior to
discontinuation or as early as Sprint is aware of such discontinuation,
whichever comes last, by sending a written notice to Customer.

A.11.2   Customer will not be required to provide PIC Authorization to Sprint if
Customer has its own CIC deployed on Sprint's network, and Customer's ANIs will
be submitted as a "no-PIC" to Sprint.

A.11.7 Customer will not be required to provide certification to Sprint that it
has given notice to the End User if Customer will be blocking its ANIs via
Desktop Manager. Customer will not be charged by Sprint for blocking ANIs if
Customer will be blocking its ANIs via Desktop Manager.

A.13.8   FORWARD PRICING - FORWARD PRICING VOLUME OF SERVICE

         THE FORWARD PRICING VOLUME OF SERVICE applicable to DISCOUNT TWO
         discounts shall be $[*****] beginning the effective date of the
         Agreement and ending the last day of month four (4) of the TERM.

         THE FORWARD PRICING VOLUME OF SERVICE applicable to DISCOUNT TWO
         discounts shall be $[*****] beginning the first day of month thirteen
         (13) of the Agreement and ending the last day of month fifteen (15) of
         the TERM.

A.14.1   MINIMUM COMMITMENT:

<TABLE>
<CAPTION>
                       Carrier Transport Monthly
Months                   Net Usage Commitment
------                   --------------------
<S>                    <C>
[*****]                        $[*****]
[*****]                        $[*****]
[*****]                        $[*****]
</TABLE>

         If Customer makes an acquisition of a new local exchange territory and
         routes the resulting new traffic to Sprint, Sprint and Customer will
         review the status of Customer's contract, including commitments and
         rates and the growth of Customer's usage hereunder. If Spring and
         Customer agree that revisions to this Agreement would be advantageous
         to both parties, then Sprint and Customer will cooperate in efforts to
         develop a mutually agreeable alternative proposal that will satisfy the
         concerns of both Parties and comply with all applicable legal and
         regulatory requirements. This clause is intended to facilitate
         communications between the Parties and is not intended to give rise to
         any rights or obligations to either Party. To invoke Customer's rights
         under this Section A.14.1, Customer must be in compliance with all
         Agreement terms and conditions, including its Carrier Transport Net
         Usage Commitment.

***** [CONFIDENTIAL]
<PAGE>
BLOWOUT CLAUSE/EARLY FULFILLMENT OF COMMITMENT

If at any time during the contract term Customer's total cumulative net usage
exceeds $[*****] then Customer will be relieved of any subsequent minimum
commitments on a monthly basis.

LIMITATIONS

Pricing contained in the Agreement is contingent on switched traffic originating
from the following OCNs: 1164 (NM), 1193 (NM), 1165 (OK). If it is determined
that more than [*****]% of Customer's Switched Outbound traffic originates from
any OCNs other than listed above, Sprint reserves the right to review and, if
necessary, change the Customer's pricing upon a 30 day notice to Customer.

If Sprint adjusts pricing under this provision as a result of Customer's
acquisition of a new local exchange territory in which Customer proposes an
increase in switched access costs, and if Customer gives Sprint reasonable
notice of the proposed increase, Sprint's adjustments to pricing under this
provision will become effective upon the later of the date 30 days after notice
to Customer of Sprint's adjustment or the date upon which the applicable
regulatory agency permits Customer's proposed increase in switched access costs
to become effective.

If Sprint adjusts pricing under this provision as a result of Customer's
acquisition of a new local exchange territory in which Customer proposes a
decrease in switched access costs, and if Customer gives Sprint reasonable
notice of the proposed decrease, Sprint's adjustments to pricing under this
provision will become effective upon the later of the date 30 days after notice
to Customer of Sprint's adjustment or the date upon which the applicable
regulatory agency permits Customer's proposed decrease in switched access costs
to become effective.

If customer files a tariff change that increases or reduces the switched
originating access in OCNs 1164 (NM), 1193 (NM), and 1165 (OK), Sprint and
Customer will review Customer's pricing within 30 days after the effective date
of the tariff change. If Sprint and Customer agree to adjust customer's pricing
as a result of the tariff changes, Spring will adjust Customer's pricing upon a
30 day notice to Customer.

If Sprint adjusts pricing under this provision, and the new rates will adversely
and materially impact Customer's ability to conduct business, Customer may
terminate this Agreement upon a 30 day notice to Sprint without early
termination liability upon payment for all Services

***** [CONFIDENTIAL]
<PAGE>

                                 ATTACHMENT A-2

delivered prior to the date of such termination. Customer must repay to Sprint
the following credits stated on Attachment A (T1 Install Waiver, PIC Fee
Reimbursement).

A.14.5   MINIMUM PORT USAGE: $[*****] Minimum Net Dedicated Outbound Usage Per
Port

PIC FEE REIMBURSEMENT

Customer shall receive a reimbursement for PIC fee charges in the amount of
$[*****] per ANI submitted by Customer for activation on the 333 carrier
identification code by Sprint beginning the effective date of this Agreement
through month three (3) of this Agreement. Customer must have at least the same
number of ANIs active in month twelve (12) of this Agreement as in month three
(3) of this Agreement. If fewer ANIs are active in month twelve (12) than in
month three (3), Customer will be charged $[*****] per ANI for the difference
between ANIs active in month twelve (12) and ANIs active in month three (3).

T-1 INSTALL [*****]

Sprint will [*****] (local loop, COC, and ACF) for T1 access lines provided such
T1s have at least 2 year order terms. Customer's applicable T1 access lines
installation charges will be credited when installed, however, if an eligible T1
is taken out of service for any reason within 24 months of installation,
Customer will be debited back a prorated portion of the amount that was
originally credited.

PROMOTIONAL ACF/COC/EFC CHARGES

         All ACF Charges will be per applicable tariff.
         Monthly recurring COC charges will be $[*****] per port.
         Monthly recurring EFC charges will be $[*****] per port when Customer
                utilizes Sprint's entrance facilities.

PRIMARY CARRIER REQUIREMENT         N/A

TOLL FREE NUMBER PORTABILITY

Customer may obtain a unique wholesale FONCARD Toll Free access number from
Sprint subject to Sprint's internal terms and conditions. Customer may retain
use of its unique Toll Free number when changing Toll Free Service Provider
subject to Industry Guidelines for Toll Free Number Administration and
applicable laws and regulations.

CIC DEPLOYMENT CHARGES CREDIT

1.       CIC NRC CREDIT

In month six (6) after the effective date of the Agreement, Customer will
receive a CIC deployment charges credit up to the amount of [*****].

In month eighteen (18) after the effective date of the Agreement, Customer will
receive a CIC deployment charges credit up to the amount of [*****].

To be eligible for the credit, Customer must remain in compliance with all terms
and conditions stated in the Agreement throughout the Term of the Agreement.
Customer will pay the credit back to Sprint in full, immediately upon Sprint's
request, if Customer terminates the Agreement before the expiration date or
breaches the Agreement. Above CIC NRC Credit is only applicable if customer
deploys CIC with Sprint in listed Latas.

2.       CIC MRC [*****].

Sprint will [*****] stated on Attachment S.

A. EXHIBIT 2. 6.1. When Sprint is requested to complete CIC activation for
customer, Sprint issues the ASRs for CIC activation. Request for testing will
automatically be included in ASRs for 1+ (and for Toll Free if requested by the
customer) in advance as part of SCA (Special Customer Arrangement) submission.

A.34     PROPOSAL DATE: August 17, 2004

[SPRINT LOGO]                 PROPRIETARY INFORMATION                    8/17/04
                                   RESTRICTED

***** [CONFIDENTIAL]
<PAGE>

                                 ATTACHMENT B-1

B.13.4.  BILLING INCREMENTS/USAGE PERIODS FOR PER MINUTE CHARGES

         SERVICE will be invoiced based on PER MINUTE CHARGES utilizing TARIFFED
         RATE PERIODS and TARIFFED BILLING INCREMENTS, unless specifically set
         forth below:

<TABLE>
<CAPTION>
                                                                                    Initial
                                                                                    Billing          Additional
                               Service Type/                                       Increment      Billing Increment
                                Rate Element                                         (sec)              (sec)
<S>                                                                                <C>            <C>
Interstate and Intrastate Dedicated Outbound & Dedicated Outbound Extension          [*****]           [*****]
       Canada Term. Dedicated Outbound & Dedicated Outbound Extension                [*****]           [*****]
    Mexico US Element Dedicated Outbound & Dedicated Outbound Extension              [*****]           [*****]
  Mexico Int'l. Element Dedicated Outbound & Dedicated Outbound Extension            [*****]           [*****]
      Other Int'l. Dedicated Outbound and Dedicated Outbound Extension               [*****]           [*****]

                Interstate and Intrastate Switched Outbound                          [*****]           [*****]
                       Canada Term. Switched Outbound                                [*****]           [*****]
                    Mexico US Element Switched Outbound                              [*****]           [*****]
                  Mexico Int'l. Element Switched Outbound                            [*****]           [*****]
                       Other Int'l. Switched Outbound                                [*****]           [*****]

  Interstate and Intrastate Dedicated Toll Free & Dedicated Toll Free Ext.           [*****]           [*****]
        Canada Orig. Dedicated Toll Free & Dedicated Toll Free Ext.                  [*****]           [*****]
           Mexico Dedicated Toll Free & Dedicated Toll Free Ext.                     [*****]           [*****]
        Other Int'l. Dedicated Toll Free & Dedicated Toll Free Ext.                  [*****]           [*****]
          Caribbean Dedicated Toll Free & Dedicated Toll Free Ext.                   [*****]           [*****]

                Interstate and Intrastate Switched Toll Free                         [*****]           [*****]
                      Canada Orig. Switched Toll Free                                [*****]           [*****]
                         Mexico Switched Toll Free                                   [*****]           [*****]
                      Other Int'l. Switched Toll Free                                [*****]           [*****]
                        Caribbean Switched Toll Free                                 [*****]           [*****]

                     Interstate and Intrastate FONcard                               [*****]           [*****]
</TABLE>

B.13.5.  NON-BELL SWITCHED ORIGINATION/TERMINATION/TOLL FREE ORIGINATION CHARGE.
Customer shall pay the following charges for each minute of a switched
interstate call originating or terminating in a NON-BELL SERVICE AREA:

         [*****]

B.13.6.  SWITCHED ORIGINATION/TERMINATION/TOLL FREE ORIGINATION CHARGE. Customer
shall pay the following charges for each minute of a switched interstate:

         [*****]

B.14.2   LEC CAP MAXIMUM NON-BELL TRAFFIC.

<TABLE>
<CAPTION>
                                            Maximum Originating             Maximum Terminating           Non-Bell
            Service Type                     Non-Bell Traffic %              Non-Bell Traffic %          Surcharge
<S>                                         <C>                             <C>                          <C>
Switched Outbound                                 [*****]                        [*****]                   $[*****]
Switched Toll Free                                [*****]                        [*****]                   $[*****]
FONcard                                           [*****]                        [*****]                   $[*****]
Dedicated Outbound Ext                            [*****]                        [*****]                   $[*****]
Dedicated Toll Free Ext                           [*****]                        [*****]                   $[*****]
Dedicated Outbound                                [*****]                        [*****]                   $[*****]
Dedicated Toll Free                               [*****]                        [*****]                   $[*****]
</TABLE>

B.14.3.  MINIMUM AVERAGE CALL DURATION: MINIMUM AVERAGE TIME REQUIREMENT (MATR)
[*****]

[SPRINT LOGO]                 PROPRIETARY INFORMATION                    8/17/04
                                   RESTRICTED

***** [CONFIDENTIAL]
<PAGE>


                                 ATTACHMENT B-2

B.14.4.  MAXIMUM NONCOMPLETE CALL PERCENTAGE.

<TABLE>
<CAPTION>
Dedicated Toll Free Extension, and                    Maximum
        Switched Toll Free                        Noncomplete Toll            Per Call
    Usage Type (Rate Element)                   Free Call Percentage          Surcharge
<S>                                             <C>                           <C>
      Intrastate/Interstate                           [*****]                 [*****]
      International/Canadian                          [*****]                 [*****]
</TABLE>

PROMOTIONAL MONTHLY RECURRING TOLL FREE CHARGES:

Customer's Monthly Recurring Switched Toll Free service charge will be $[*****]
per Switched Toll Free account [*****].

Customer's Toll Free numbers (Switched Toll Free and Dedicated Toll Free
Extension) requiring Toll Free Directory Assistance Listings will be charged an
additional Monthly Recurring Charge of $[*****] per Toll Free number
requiring such listing.

TOLL FREE DATABASE QUERY CHARGE

Customer's Toll Free Database Query charge will be $[*****] per domestic
Dedicated Toll Free Extension and Switched Toll Free Call.

[SPRINT LOGO]                 PROPRIETARY INFORMATION                    8/17/04
                                   RESTRICTED

***** [CONFIDENTIAL]
<PAGE>

                            EXHIBIT 1: ATTACHMENT C-

INTERSTATE SWITCHED SERVICES

BASE RATES

<TABLE>
<CAPTION>
                      Switched Outbound            CIC-S           Switched Toll Free          FONCARD
LATA Group            Peak      OffPeak      Peak      OffPeak       Peak      OffPeak      Peak     OffPeak
------------------------------------------------------------------------------------------------------------
<S>                 <C>         <C>        <C>         <C>         <C>         <C>        <C>        <C>
    1               $[*****]    $[*****]   $[*****]    $[*****]    $[*****]    $[*****]   $[*****]   $[*****]
    2               $[*****]    $[*****]   $[*****]    $[*****]    $[*****]    $[*****]   $[*****]   $[*****]
</TABLE>

See LATA Group Descriptions.  LATA Group 2 rates are not eligible for Discounts
LATA Group 2 rates apply to usage originating from/terminating to LATA Group 2


DISCOUNT 1: The above listed base rates are not eligible for any Schedule,
tariff, or contractual discount 1s.

DISCOUNT 2

<TABLE>
<CAPTION>
    Monthly Gross           Switched Outbound           CIC-S             Switched Toll Free          FONCARD
  Volume of Service         Peak      OffPeak      Peak      OffPeak       Peak      OffPeak      Peak     OffPeak
------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>          <C>       <C>          <C>        <C>         <C>       <C>
$[*****]  -  $[*****]       [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
$[*****]  -  $[*****]       [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
$[*****]  -  $[*****]       [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
$[*****]  +                 [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
</TABLE>

INTERSTATE FONCARD BONG SURCHARGE (PER CALL)

<TABLE>
<CAPTION>
State         Rate
------------------
<S>          <C>
All          $[*****]
</TABLE>

EFFECTIVE RATES (based on LATA Group 1)

<TABLE>
<CAPTION>
    Monthly Gross           Switched Outbound           CIC-S             Switched Toll Free          FONCARD
  Volume of Service         Peak      OffPeak      Peak      OffPeak       Peak      OffPeak      Peak     OffPeak
--------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>          <C>       <C>          <C>        <C>         <C>       <C>
$[*****]  -  $[*****]       [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
$[*****]  -  $[*****]       [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
$[*****]  -  $[*****]       [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
$[*****]  +                 [*****]   [*****]      [*****]   [*****]      [*****]    [*****]     [*****]   [*****]
</TABLE>

[SPRINT LOGO]             SPRINT PROPRIETARY INFORMATION                 8/17/04


***** [CONFIDENTIAL]
<PAGE>

                            EXHIBIT 1: ATTACHMENT C-

INTERSTATE DEDICATED NETWORK EXTENSION SERVICE

BASE RATES

<TABLE>
<CAPTION>
                     Dedicated Outbound     Dedicated Toll Free
                            Ext                    Ext
LATA Group            Peak      OffPeak      Peak      OffPeak
---------------------------------------------------------------
<S>                 <C>         <C>        <C>         <C>
    1               $[*****]    $[*****]   $[*****]    $[*****]
    2               $[*****]    $[*****]   $[*****]    $[*****]
</TABLE>

See LATA Group Descriptions. LATA Group 2 rates are not eligible for Discounts
LATA Group 2 rates apply to usage originating from/terminating to LATA Group 2.

DISCOUNT 1 The above listed base rates are not eligible for any Schedule,
Tariff, or contractual discount 1s.

DISCOUNT 2

<TABLE>
<CAPTION>
                           Dedicated Outbound     Dedicated Toll Free
    Monthly Gross                 Ext                    Ext
  Volume of Service         Peak      OffPeak      Peak      OffPeak
---------------------------------------------------------------------
<S>                        <C>        <C>         <C>        <C>
$[*****] - $[*****]        [*****]%   [*****]%    [*****]%   [*****]%
$[*****] - $[*****]        [*****]%   [*****]%    [*****]%   [*****]%
$[*****] - $[*****]        [*****]%   [*****]%    [*****]%   [*****]%
$[*****] +                 [*****]%   [*****]%    [*****]%   [*****]%
</TABLE>

EFFECTIVE RATES (based on LATA Group 1)

<TABLE>
<CAPTION>
                           Dedicated Outbound     Dedicated Toll Free
    Monthly Gross                 Ext                    Ext
  Volume of Service         Peak      OffPeak      Peak      OffPeak
---------------------------------------------------------------------
<S>                       <C>         <C>        <C>         <C>
$[*****] - $[*****]       [*****]%    [*****]%   [*****]%    [*****]%
$[*****] - $[*****]       [*****]%    [*****]%   [*****]%    [*****]%
$[*****] - $[*****]       [*****]%    [*****]%   [*****]%    [*****]%
$[*****] +                [*****]%    [*****]%   [*****]%    [*****]%
</TABLE>

[SPRINT LOGO]             SPRINT PROPRIETARY INFORMATION

****[CONFIDENTIAL]
<PAGE>

                            EXHIBIT 1: ATTACHMENT C-

INTERSTATE DEDICATED SERVICE

BASE RATES

<TABLE>
<CAPTION>
                Dedicated Outbound Ext         Dedicated Toll Free Ext
LATA Group       Peak          OffPeak          Peak          OffPeak
----------     -------         -------         -------        -------
<S>            <C>             <C>             <C>            <C>
     1         $[*****]        $[*****]        $[*****]       $[*****]
     2         $[*****]        $[*****]        $[*****]       $[*****]
</TABLE>

See LATA Group Descriptions. LATA Group 2 rates are not eligible for Discounts
LATA Group 2 rates apply to usage originating from/terminating to LATA Group 2.

DISCOUNT 1: The above listed base rates are not eligible for any Schedule,
Tariff, or contractual discount 1s.

DISCOUNT 2

<TABLE>
<CAPTION>
   Monthly Gross           Dedicated Outbound Ext         Dedicated Toll Free Ext
 Volume of Service         Peak           OffPeak          Peak          OffPeak
-------------------        -----          -------          -----         -------
<S>                        <C>            <C>             <C>            <C>
$      0 - $[*****]        [*****]%        [*****]%        [*****]%       [*****]%
$[*****] - $[*****]        [*****]%        [*****]%        [*****]%       [*****]%
$[*****] - $[*****]        [*****]%        [*****]%        [*****]%       [*****]%
$[*****] +                 [*****]%        [*****]%        [*****]%       [*****]%
</TABLE>

EFFECTIVE RATES (based on LATA Group 1)

<TABLE>
<CAPTION>
   Monthly Gross           Dedicated Outbound Ext         Dedicated Toll Free Ext
 Volume of Service         Peak           OffPeak          Peak          OffPeak
-------------------       -------         -------         -------        --------
<S>                       <C>             <C>             <C>            <C>
$[*****] - $[*****]       $[*****]        $[*****]        $[*****]       $[*****]
$[*****] - $[*****]       $[*****]        $[*****]        $[*****]       $[*****]
$[*****] - $[*****]       $[*****]        $[*****]        $[*****]       $[*****]
$[*****] +                $[*****]        $[*****]        $[*****]       $[*****]
</TABLE>

[SPRINT LOGO]             SPRINT PROPRIETARY INFORMATION

****[CONFIDENTIAL]
<PAGE>

                            EXHIBIT 1: ATTACHMENT D-1

INTERSTATE ADJUSTMENT (INTRASTATE)

BASE RATES

<TABLE>
<CAPTION>
         SWITCHED             SWITCHED                DEDICATED      DEDICATED           DEDICATED          DEDICATED
STATE    OUTBOUND   CIC-S     TOLL FREE   FONCARD     OUTBOUND     OUTBOUND EXT          TOLL FREE        TOLL FREE EXT
-----    --------   ------    ---------   -------     --------     ------------          ---------        -------------
<S>      <C>        <C>       <C>         <C>         <C>          <C>                   <C>              <C>
  AK     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  AL     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  AR     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  AZ     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  CA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  CO     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  CT     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  DE     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  FL     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  GA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  HI     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  IA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  ID     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  IL     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  IN     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  KS     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  KY     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  LA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MD     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  ME     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MI     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MN     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MO     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MS     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  MT     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NC     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  ND     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NE     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NH     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NJ     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NM     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NV     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  NY     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  OH     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  OK     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  OR     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  PA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  RI     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  SC     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  SD     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  TN     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  TX     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  UT     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  VA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  VT     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  WA     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  WI     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  WV     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
  WY     [*****]    [*****]    [*****]    [*****]     [*****]      [*****]               [*****]          [*****]
</TABLE>

All states are Intrastate/Interlata traffic unless otherwise specified. The
above listed base rates are not eligible for any tariff or contractual discounts
1s.

FONCARD BONG SURCHARGE (PER CALL)

<TABLE>
<CAPTION>
STATE        RATE
-----       -----
<S>         <C>
 All        $[*****]
</TABLE>

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