SPRINT (NEXTEL OF CLAIFORNIA, INC.)

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Letter Agreement Page 11 Exhibit C 800 MHZ RECONFIGURATION Exhibit C attached for reference only and is not completed until completion of reconfiguration CERTIFICATION OF RECIPT OF COMPARABLE FACILITIES AND OF COMPLETION OF -- RECONFIGURATION - -- - - Incumbent Name: Certification Pursuant to the order of the Federal Communication Commission (the "FCC ") mandating the 800 MHz band reconfiguration (the "Order "), the above -named incumbent licensee (the "Incumbent ") hereby certifies to the Transition Administrator appointed pursuant to the Order as follows: 1. Incumbent, as of the date of this Certification, has relinquished its original 800 NIFIz frequencies identified on the attached Schedule A (the "Replaced Frequencies "), has reconfigured its facilities to operate on the replacement frequencies identified on the attached Schedule B (the "Replacement Frequencies ") and has received a grant by the FCC of a license to operate on the Replacement Frequencies. 2. Incumbent acknowledges that Nextel Communications, Inc. (together with its affiliates, "Sprint ") is obligated under the Order to pay the cost of relocating Incumbent's system from the Incumbent Frequencies to the Replacement Frequencies. Notwithstanding its right under the Order for such payment, Incumbent agrees that it and its vendors, if any, do not now, and will not at any time in the future, seek reimbursement from Sprint, from the letter of credit established by Sprint pursuant to the Order, from the FCC or from the 800 MHz Transition Administrator for any amount to reconfligure Incumbent's existing facilities to operate on the Replacement Frequencies. Furthermore, the Incumbent acknowledges that it shall not seek any compensation, reimbursement or other monies or forms of compensation otherwise available or potentially available to it pursuant to or related to the Order. 3. Incumbent certifies to the 800 MHz Transition Administrator, LLC that its facilities as reconfigured on the Replacement Frequencies provide Incumbent with facilities comparable to those used on the Replaced Frequencies as required by the Order. 4. All work required to reconfigure Incumbent's facilities to operate on the Replacement Frequencies has been satisfactorily completed. 5. All costs due the Incumbent or the Incumbent's vendors, if any, for the reconfiguration of its system have been paid. All costs Sprint is obligated to pay under the Order for this reconfiguration have been paid. 6. Sprint and Incumbent have agreed to the sum paid by Sprint for such work, and there is no dispute pending, threatened or anticipated between Incumbent, its vendors and Sprint regarding Incumbent's reconfiguration. 7. The Incumbent (if incorporated) is duly organized, validly existing and in good standing under the laws of the state of its incorporation.