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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


     In the Matter of                        )                               
                                                 File No. EB-08-IH-1508      
     ARINC, Inc.                             )                               
                                                 NAL/Acct. No. 200932080038  
     Licensee of Various Wireless and        )                               
     Common Carrier Authorizations               FRN No. 0007909054          
                                             )                               


                                     ORDER

   Adopted: May 14, 2009 Released: May 14, 2009

   By the Investigations and Hearings Division, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and ARINC, Inc. ("ARINC").
       The Consent Decree terminates an investigation by the Bureau against
       ARINC for possible violation of section 310(d) of the Communications
       Act of 1934, as amended (the "Act"), and Sections 25.119 and 1.948 of
       the Commission's rules in connection with the unauthorized transfer of
       control of various licenses and authorizations held both directly and
       indirectly by ARINC.

    2. The Bureau and ARINC have negotiated the terms of the Consent Decree
       that resolve this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether ARINC possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act
       and sections 0.111 and 0.311 of the Commission's Rules, the Consent
       Decree attached to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to James Barker, Latham & Watkins LLP, 556 11th Street,
       N.W., Suite 1000, Washington, DC 2 0004.

   FEDERAL COMMUNICATIONS COMMISSION

   Hillary S. DeNigro

   Chief, Investigations and Hearings Division,

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


     In the Matter of                        )                               
                                                 File No. EB-08-IH-1508      
     ARINC, Inc.                             )                               
                                                 NAL/Acct. No. 200932080038  
     Licensee of Various Wireless and        )                               
     Common Carrier Authorizations               FRN No. 0007909054          
                                             )                               


                                 CONSENT DECREE

    1. The Enforcement ("Bureau") and ARINC Communications, Inc. ("ARINC" or
       the "Company"), by their authorized representatives, hereby enter into
       this Consent Decree for the purpose of terminating the Bureau's
       investigation of ARINC's compliance with Section 310(d) of the
       Communications Act of 1934, as amended (the "Act"), and Sections
       25.119 and 1.948 of the Commission's rules relating to transfers of
       control of Commission licenses and authorizations.

   I. DEFINITIONS

    2. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "ARINC" means ARINC, Inc., its predecessors-in-interest and
       successors-in-interest, controlling entities, parent, subsidiaries,
       and affiliates, and each of their respective officers, directors,
       employees, agents, representatives, or other person acting or
       purporting to act on behalf of ARINC.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Carlyle" means Carlyle Partners IV Telecommunications L.P., TC Group
       IV, LP (the general partner of Carlyle Partners IV Telecommunications
       L.P.) and TC Group IV Managing G.P. LLC (the general partner of TC
       Group IV, LP), each of which is an indirect parent and controlling
       entity of ARINC.

    e. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    f. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 15.

    g. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    h. "Investigation" means the investigation commenced by the Bureau's
       November 4, 2008, Letter of Inquiry regarding whether ARINC violated
       section 310(d) of the Act and Sections 25.119 and 1.948 of the
       Commission's rules in connection with the transfer of control of
       certain licenses held by ARINC.

    i. "Order" or "Adopting Order" means an Order of the Commission adopting
       the terms of this Consent Decree without change, addition, deletion,
       or modification.

    j. "Parties" means ARINC and the Bureau.

    k. "Rules" means the Commission's rules and regulations found in Title 47
       of the Code of Federal Regulations.

   II. BACKGROUND

    3. Section 310(d) of the Act requires that holders of FCC licenses or
       authorizations obtain a certificate of public convenience and
       necessity from the Commission before "transferr[ing], assign[ing] or
       dispos[ing] of [such licenses] in any manner, voluntarily or
       involuntarily, directly or indirectly, or by transfer of control of
       any corporation holding such permit or license. . . ." In accordance
       with Sections 25.119 and 1.948 of the Commission's rules, a transfer
       of a station license or wireless authorization by transfer of control
       of any corporation or any other entity holding such license requires
       application to and prior approval from the Commission.

    4. ARINC provides communications, engineering and integration solutions
       for commercial, defense and government customers worldwide. It holds
       or controls a non-common carrier earth station license/authorization,
       an international Section 214 authorization, seven private fixed
       microwave licenses and 154 private land mobile radio licenses. ARINC
       is ultimately controlled by Carlyle, which, on February 13, 2008,
       effectuated a corporate reorganization. As a result, an intermediate
       holding company indirectly controlling ARINC was replaced. The
       reorganization resulted in a pro forma transfer of control of licenses
       and authorizations held by ARINC requiring prior Commission consent
       pursuant to Section 310(d) of the Act and of Section 25.119 and 1.948
       of the Commission's Rules. ARINC did not request or obtain such prior
       consent. Approximately two months later, in April 2008, ARINC
       discovered and voluntarily disclosed the matter to the Commission.
       ARINC subsequently filed appropriate remedial applications with the
       Commission, all of which have since been granted.

    5. Thereafter, the Bureau initiated its Investigation by directing a
       letter of inquiry to Carlyle requesting information about the February
       13, 2008, transaction. Carlyle responded on November 19, 2008.

   III. TERMS OF AGREEMENT

    6. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    7. Jurisdiction. ARINC agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    8. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau 
       Order, entitling the Bureau  to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    9. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau  agrees to terminate its
       Investigation. In consideration for the termination of the
       Investigation, ARINC agrees to the terms, conditions, and procedures
       contained herein. The Bureau further agrees that in the absence of new
       material evidence, the Bureau will not use the facts developed in the
       Investigation through the Effective Date of the Consent Decree, or the
       existence of this Consent Decree, to institute, on its own motion, any
       new proceeding, formal or informal, or take any action on its own
       motion against ARINC concerning the matters that were the subject of
       the Investigation. The Bureau also agrees that it will not use the
       facts developed in the Investigation through the Effective Date of
       this Consent Decree, or the existence of this Consent Decree, to
       institute on its own motion any proceeding, formal or informal, or
       take any action on its own motion against ARINC with respect to
       ARINC's basic qualifications, including its character qualifications
       to be a Commission licensee or authorized common carrier or hold
       Commission authorizations.

   10. Compliance Plan. ARINC agrees that it will develop, within thirty (30)
       calendar days from the Effective Date, an internal Compliance Plan to
       ensure ARINC's future compliance with the Act, the Commission's rules,
       and the Commission's orders governing the assignment or transfer of
       control of FCC licenses and authorizations. The Compliance Plan shall
       include the following components:

    a. Compliance Training Program. ARINC will establish an FCC compliance
       training program for any employee who engages in activities related to
       the purchase, sale, acquisition, assignment or transfer of control of
       companies, entities or assets subject to FCC regulation by or
       involving ARINC. Training sessions will be conducted at least annually
       for such employees to ensure compliance with the Act and the FCC's
       regulations and policies pertaining to assignments and transfers of
       control and, for new employees who are engaged in such activities,
       within the first sixty (60) days of employment. The Compliance
       Training Program will contain information for ARINC personnel
       regarding the need to conduct thorough due diligence regarding
       potential FCC licenses of any company in a potential merger or
       acquisition transaction, the need to monitor any corporate
       reorganization for potential license assignment or transfer issues,
       and the need to obtain prior FCC approval for all assignments and
       transfers of control of FCC licenses or authorizations.

    b. Review and Monitoring. ARINC management will review the FCC Compliance
       Training Program annually to ensure that it addresses the objectives
       set forth herein.

    c. Parent Companies. ARINC will work with Carlyle to institute internal
       controls that ensure future transactions that contemplate a change in
       control of ARINC companies are communicated to ARINC management in
       advance of any actual transfer of control and ensure the requirements
       of all appropriate regulatory authorities are timely satisfied.

    d. Annual Report. Twelve months and twenty-four months after the
       Effective Date, ARINC shall submit an affidavit or declaration under
       penalty of perjury, signed and dated by an authorized officer of ARINC
       with personal knowledge of the representations therein, verifying that
       ARINC has complied with the terms of this Consent Decree. The
       declaration shall be submitted to the Chief, Investigations and
       Hearings Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Washington, D.C. 20554. The
       declaration or affidavit must comply with section 1.16 of the
       Commission's rules, 47 C.F.R. S: 1.16, and be substantially in the
       form set forth therein.

    e. Termination. ARINC's obligations under this Paragraph shall expire
       twenty-four (24) months after the Effective Date.

   11. Voluntary Contribution. ARINC agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of Fifteen
       Thousand Dollars ($15,000.00). The payment will be made within 30 days
       after the Effective Date of the Adopting Order. The  payment must be
       made by check or similar instrument, payable to the Order of the
       Federal Communications Commission. The payment must include the
       Account Number and FRN Number referenced in the caption to the
       Adopting Order. Payment by check or money order may be mailed to the
       Federal Communications Commission, P.O. Box 979088, St. Louis, MO
       63197-9000. Payment by overnight mail may be sent to U.S. Bank -
       Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St.
       Louis, MO 63101. Payment by wire transfer may be made to ABA Number
       021030004, receiving bank Federal Reserve Bank of New York, and
       account number 27000001. ARINC will also send electronic notification
       within forty-eight (48) hours of the date said payment is made to
       Gary.Oshinsky@fcc.gov.

   12. Waivers. ARINC waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Order adopting this Consent Decree, provided the Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. ARINC shall retain the right to challenge
       Commission interpretation of the Consent Decree or any terms contained
       herein. If either Party (or the United States on behalf of the
       Commission) brings a judicial action to enforce the terms of the
       Adopting Order, neither ARINC nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and ARINC shall
       waive any statutory right to a trial de novo. ARINC hereby agrees to
       waive any claims it may otherwise have under the Equal Access to
       Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq., relating
       to the matters addressed in this Consent Decree.

   13. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which ARINC does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   14. Successors and Assigns. ARINC agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   15. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

   16. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   17. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   18. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   19. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


     ________________________________      ________________________________  
                                                                             
     Hillary S. DeNigro                    John M. Belcher                   
                                                                             
     Chief                                 Chairman and Chief Executive      
                                           Officer                           
     Investigations and Hearings                                             
     Division, Enforcement Bureau          ARINC, Inc.                       
                                                                             
     ________________________________      ________________________________  
                                                                             
     Date                                  Date                              


   47 U.S.C. S: 310(d).

   47 C.F.R. S:S: 25.119, 1.948.

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 310(d).

   47 C.F.R. S:S: 25.119, 1.948.

   47 C.F.R. S: 25.119.

   47 U.S.C. S: 310(d).

   47 C.F.R. S:S: 25.119(d), 1.948.

   See Letter from Ben Bartolome, Deputy Chief, Investigations and Hearings
   Division, Enforcement Bureau, Federal Communications Commission, to
   Jennifer Hindin, Esq., Wiley Rein LLP, counsel for ARINC, dated November
   4, 2008.

   See Letter from James Barker, Esq., Latham and Watkins LLP, counsel for
   Carlyle, to Gary Oshinsky and Gary Schonman, Investigations and Hearings
   Division, Enforcement Bureau, Federal Communications Commission, dated
   November 19, 2008.

   Federal Communications Commission DA 09-1012

                                       5

   Federal Communications Commission DA 09-1012

   Federal Communications Commission DA 09-1012

   Federal Communications Commission DA 09-1012