AirCell Highest Bidder in FCC Spectrum Auction for Air-to-Ground Broadband

LOUISVILLE, COLORADO – June 5, 2006 – AirCell was the high bidder in the Federal Communications Commission's just-concluded spectrum auction for air-to-ground broadband frequencies. Once the formal FCC payment and application process is complete, AirCell's exclusive new license will allow the company to provide wireless broadband services to airlines and business aircraft in the United States.

Jack Blumenstein, President & CEO of AirCell, Inc., said, "AirCell is delighted to have emerged as the high bidder in the auction for an exclusive air-to-ground broadband license in the U.S. It represents the last piece of a puzzle that we began assembling many years ago. It's very gratifying to know that AirCell's original vision for this market will culminate in a service that will be of such great benefit to airlines, business aviation and passengers. Business travelers will have a new productivity tool and others will have the same convenient access to information they now enjoy at home or work."

He continued, "We're excited that AirCell will be the company that brings affordable, wireless broadband service to airlines and passengers, and we look forward to completing the balance of the FCC's licensing process. AirCell has more patents and experience applying advanced wireless technology in the airborne environment than any organization in the world. With our new broadband license in hand, AirCell will revolutionize airborne communications in the United States."

Targeted for commercial deployment in 2007, AirCell's broadband service will enable airline passengers to use their own Wi-Fi devices such as laptops and PDAs in a fully integrated wireless cabin over an affordable, broadband air-to-ground link. Because the system will use commercially available technology and a direct air-to-ground link, its installation and operating costs will be very affordable, enabling U.S. airlines to safely provide the connectivity their passengers are demanding.

The AirCell network will initially cover the continental U.S. and will be expandable to the rest of North America, including Canada, Mexico and the Caribbean.

"As we move forward and complete the official licensing process, AirCell will be accelerating its discussions with a number of airlines, and we look forward to working with them to plan for the introduction of broadband service," said AirCell's Blumenstein.

AirCell will also initiate discussions with wireless carriers to make it possible for their customers to seamlessly use their wireless devices while in the air in the same way they now use those devices on the ground. Further regulatory approvals will be required to permit use of the cellular frequencies aboard aircraft.

In a post-auction restructuring to be formally completed in the coming months, AirCell will add Ripplewood Holdings, LLC, as a major new investor and recognize a significant new investment by entities affiliated with Blumenstein/Thorne Information Investors, a current AirCell shareholder.

In addition, Ron LeMay, an Industrial Partner at Ripplewood Holdings, will become Chairman of the Board of AirCell, Inc. An experienced global telecom executive, LeMay is the former President and Chief Operating Officer of Sprint Corporation and CEO of Sprint PCS. "Ripplewood is delighted to become a major investor and shareholder in AirCell, and I look forward to my duties as Board Chairman," commented LeMay. "We're also pleased that the financial commitments from Ripplewood and AirCell's current investors will take us through broadband service launch and well out into the future."

About Ripplewood Holdings, LLC

Founded in 1995 by Tim Collins, Ripplewood currently manages five institutional private equity funds. To date, the firm has invested over US $2 billion in transactions with aggregate enterprise value in excess of US $12 billion.

About AirCell, Inc.

AirCell designs, manufactures, markets and supports a full line of airborne telecommunication systems for the Business Aviation, General Aviation, Government and Air Transport markets. The company's latest generation of products provide voice and data services for passengers and flightcrews using the global Iridium Satellite System.

AirCell products are offered as standard or optional equipment by virtually every fixed- and rotor-wing airframe manufacturer in business aviation, and are installed aboard the world's three largest fractional ownership fleets – NetJets, Flight Options, and CitationShares. AirCell (www.aircell.com) is a privately held company headquartered in Louisville, Colorado, USA.

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