SPRINT (NEXTEL OF CLAIFORNIA, INC.)

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Letter Agreement Page 2 are co- channels of the Replacement Frequencies, to the extent required to meet the FCC's technical short- spacing requirements. The Parties will file the FCC applications for the Replacement Frequencies and Incumbent Frequencies with the FCC within ten (10) business days following the receipt of this Agreement by Sprint signed by Incumbent. (C) Incumbent and Sprint will cooperate with each other in the preparation of any applications required to be filed with the FCC in accordance with the Reconfiguration work described in Schedule C herein. Any applications to modify the Incumbent Licenses will be filed by Sprint (or the TA) on Incumbent's behalf. (D) The total Reconfiguration Cost is Two Thousand Six Hundred and Fifty Dollars ($2,650.00). i. Payment to Incumbent: Sprint will make an initial payment to Incumbent in the amount of Zero Dollars ($0.00) within 30 days of the Effective Date provided Sprint has received a fully completed Incumbent Information Form, as set forth in Exhibit A. The balance of the Reconfiguration Cost payable to Incumbent in the amount of Zero Dollars ($0.00) will be paid to Incumbent within 30 days following the Reconfiguration and Sprint's receipt of the signed "Closing Statement", as set forth in Exhibit B. ii. Payment to Vendor: Sprint will pay each Vendor (as defined below) in an amount not to exceed Two Thousand Six Hundred and Fifty Dollars ($2,650.00) within 30 days after receipt by Sprint of (a) an invoice from the Vendor and (b) Incumbent's approval of receipt of goods and services and approval of associated costs included on the Vendor invoice. (E) Incumbent will select and contract directly with any vendor or service provider performing work required to reconfigure the Incumbent's existing facilities to operate on Replacement Frequencies ( "Vendor"). Sprint will not be responsible for, or assume the risk of any failure of that Vendor to perform its obligations under any contract entered into between Incumbent and such Vendor in connection with the Reconfiguration contemplated by this Agreement. (F) Sprint will clear the Replacement Frequencies of all users no later than sixty (60) days following the grant of a modification to add the Replacement Frequencies to the Incumbent License or grant by the FCC of a new FCC license for Incumbent that includes the Replacement Frequencies. Sprint will notify Incumbent of the decommissioning of the Replacement Frequencies within five (5) days following completion of the decommissioning. Incumbent will have thirty (30) days following receipt of notice of the decommissioning of the Replacement Frequencies to clear all users from the Incumbent Frequencies. Incumbent will notify Sprint that Incumbent has cleared the Incumbent Frequencies of users within five (5) days following the clearing. Within ten (10) business days following completion of the Reconfiguration and receipt of the Reconfiguration Cost, Incumbent will execute and deliver to Sprint the "Completion Certification ", as set forth in Exhibit C. By this Agreement, Incumbent acknowledges it will have no recourse or access to the letter of credit established by Sprint pursuant to the Order. (G) This Agreement may be terminated (i) by mutual consent of the Parties provided in writing; or (ii) for cause by either Party upon material breach of the other Party, following a thirty (30) day period for cure by the breaching Party following written notice of the breach.