Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0009 (June 2010)
FCC 316
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGN BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE OR TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTCCDT - 20140926ACR
Section I - General Information
1. Legal Name of the Licensee/Permittee
ALPHA & OMEGA COMMUNICATIONS, LLC
Mailing Address
314 S. REDWOOD RD.

City
SALT LAKE CITY
State or Country (if foreign address)
UT
Zip Code
84104 -
Telephone Number (include area code)
8019738820
E-Mail Address (if available)
FCC Registration Number:
0005898093
Call Sign
KTMW
Facility ID Number
10177
2. Contact Representative (if other than licensee/permittee)
BARRY D. WOOD
Firm or Company Name
WOOD, MARTIN & HARDY, P.C.
Mailing Address
3300 FAIRFAX DR.
SUITE 202

City
ARLINGTON
State or Country (if foreign address)
VA
ZIP Code
22201 - 4400
Telephone Number (include area code)
7034652361

E-Mail Address (if available)
W00D@LEGALCOMPASS.COM
3. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Noncommercial Educational Licensee/Permittee Other AMENDMENT
N/A (Fee Required)
4.
a.  Voluntary Assignment or Transfer of Control  Involuntary Assignment or Transfer of Control
Amendment to pending application
File number of pending application: -

If an amendment, submit as an Exhibit a listing, by Section and Question Number, of the portions of the pending application that are being revised.

[Exhibit 1]

b.

Applicant certifies that the use of FCC Form 316 is appropriate for this transaction.

 

Yes No
See Explanation in
[Exhibit 2]
5.

Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5000)?

If yes, list pertinent authorizations in an Exhibit.

Yes No

[Exhibit 3]



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section II - Assignor/Transferor

1. Certification.   Assignor/Transferor certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignor/Transferor further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Application for (check one): Consent to Assign Construction Permit Consent to Transfer Control of Permittee
Consent to Assign License Consent to Transfer Control of Licensee
Amendment to pending application
3.
Legal Name of the Assignor/Transferor
ISAAC MAX JARAMILLO, PAT OPENSHAW AND CONNIE WHITNEY
Mailing Address
314 S. REDWOOD ROAD

City
SALT LAKE CITY
State or Country (if foreign address)
UT
Zip Code
84104 -
Telephone Number (include area code)
7034652361
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
BARRY D. WOOD
Firm or Company Name
WOOD, MARTIN & HARDY, PC
Mailing Address
3300 FAIRFAX DRIVE
SUITE 202

City
ARLINGTON
State or Country (if foreign address)
VA
Zip Code
22201 -
Telephone Number (include area code)
7034652361

E-Mail Address (if available)
WOOD@LEGALCOMPASS.COM
 
If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor.
[Exhibit 4]
5. Authorizations to be Assigned/Transferred. List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations,, FM and/or TV booster stations.

Facility ID Number
Call Sign or Construction Permit File Number
City
State
10177 KTMW - SALT LAKE CITY UT

Facility ID Number
Call Sign or Construction Permit File Number
City
State
27621 KCLP-CA - BOISE ID

Facility ID Number
Call Sign or Construction Permit File Number
City
State
25405 KMRI - WEST VALLEY CITY UT


6.
Agreements for Sale/Transfer of Station.
a. If the transaction is voluntary, Assignor/Transferor certifies that:
  i. it has placed in licensee's/permittee's public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the assignment/transfer of the station(s);
  ii. these documents embody the complete and final understanding between assignor/transferor and assignee/transferee; and
  iii. these agreements comply fully with the Commission's rules and policies.
b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other authorizing documents have been issued and that it has placed in the licensee's/permittee's public inspecition file(s) and submitted to the Commission copies of such court orders or other authorizing documents.
Exhibit Required
Yes No
N/A

[Exhibit 5]


Yes No
N/A

[Exhibit 6]

7.
Character Issues. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

8.
Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No
See Explanation in
[Exhibit 8]
9. Auction Authorization. Assignor/transferor certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 9]
10. Anti-Drug Abuse Act Certification. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
CONNIE WHITNEY
Typed or Printed Title of Person Signing
TRANSFEROR
Signature
Date
07/28/2015
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section III - Assignee/Transferee

1. Certification.   Assignee/Transferee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee/Transferee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Assignee/Transferee
PAUL JARAMILLO, TTEE, CAROLYN GIANNETTI, TTE, ET AL.
Mailing Address
3648 WEST ANGUS DRIVE

City
SOUTH JORDAN
State or Country (if foreign address)
UT
Zip Code
84095 -
Telephone Number (include area code)
7034652361
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
BARRY D. WOOD
Firm or Company Name
WOOD, MARTIN & HARDY, PC
Mailing Address
3300 FAIRFAX DRIVE
SUITE 202

City
ARLINGTON
State or Country (if foreign address)
VA
Zip Code
22201 -
Telephone Number (include area code)
7034652361

E-Mail Address (if available)
WOOD@LEGALCOMPASS.COM
 
If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee.
[Exhibit 10]
4.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file embody the complete and final agreement for the sale or transfer of the station(s); and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 11]
5. Changes in interests as a result of assignment/transfer.
a. [Enter Changes in Interests Information]

Changes in Interests as a Result of Assignment/Transfer

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

PAT OPENSHAW, TRUSTEE, SANTA BARBARA, CALIFORNIA US 33 33 0 0

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

CAROLYN OPENSHAW GIANNETTI, SUCCESSOR TRUSTEE U/T/D 6/29/1994, SANTA BARBARA, CALIFORNIA US 0 0 33 33

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

ISAAC MAX JARAMILLO (DECEASED), TAYLORSVILLE, UTAH US 33 33 0 0

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

PAUL M. JARAMILLO, SOUTH JORDAN, UTAH, AS SUCCESSOR TRUSTEE UNDER JARAMILLO FAMILY TRUST US 0 0 33 33

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

CONNIE WHITNEY, 3915 PLUTO WAY, SALT LAKE CITY, UT US 33 33 0 0

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

CONNIE WHITNEY, TRUSTEE OF THE WHITNEY TRUST, 3915 PLUTO WAY, SALT LAKE CITY, UT US 0 0 33 33


or [Exhibit 12]
 
 
b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

[Exhibit 13]

6. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which assignee/transferee or any party to the application has an attributable interest. N/A

[Exhibit 14]

7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 application by which the Commission approved the qualifications of the individual or entity with a pre-existing interest in the licensee/permittee that is now acquiring control of the licensee/permittee as a result of the grant of this application. N/A

[Exhibit 15]

8.
Character Issues. Assignee/Transferee certifies that neither assignee/transferee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 16]

9.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No

See Explanation in
[Exhibit 17]

10. Alien Ownership and Control. Assignee/Transferee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 18]

11. Auction Authorization. Assignee/transferee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 19]
12. Anti-Drug Abuse Act Certification. Assignee/transferee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the Communications Act of 1934, as amended.)

Typed or Printed Name of Person Signing
CAROLYN O. GIANNETTI
Typed or Printed Title of Person Signing
SUCCESSOR TRUSTEE PER PAT OPENSHAW TRUST DATED 6/29/94
Signature
Date
07/28/2015
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
REVISED PORTIONS OF 316 APPLICATION

THIS AMENDMENT IS BEING SUBMITTED FOR TWO REASONS. FIRST, THE APPLICANT WISHES TO REVISE SECTION III, QUESTIONS 2 AND 5 AND EXHIBITS 2, 10 AND 11 AS THEY PERTAIN TO CO-TRANSFEREE, CAROLYN OPENSHAW GIANNETTI, THE DAUGHTER OF PAT OPENSHAW. WHEN THE ORIGINAL APPLICATION WAS PREPARED, MS. GIANNETTI UNDERSTOOD THAT SHE WOULD BE VOTING HER MOTHER'S INTEREST IN THE LICENSEE THROUGH THE EXERCISE OF POWER OF ATTORNEY EXECUTED BY MRS. OPENSHAW SOME YEARS AGO. HOWEVER, AS SET FORTH IN MORE DETAIL IN EXHIBIT 10, HER COUNSEL HAS DETERMINED THAT MRS. GIANNETTI'S CONTROL OVER HER MOTHER'S MEMBERSHIP INTERESTS IN ALPHA IS MORE PROPERLY VIEWED AS A FUNCTION OF HER POSITION AS SUCCESSOR TRUSTEE UNDER A REVOCABLE (INTER VIVOS) TRUST ESTABLISHED BY MRS. OPENSHAW PRIOR TO HER INCAPACITY.

THE SECOND PURPOSE OF THE AMENDMENT IS TO SEEK COMMISSION APPROVAL OF THE PROPOSED PRO FORMA ASSIGNMENT OF THE MEMBERSHIP INTERESTS IN ALPHA & OMEGA COMMUNICATIONS, L.L.C. CURRENTLY HELD BY CONNIE WHITNEY TO HER REVOCABLE TRUST, THE WHITNEY TRUST, OF WHICH SHE IS THE SOLE TRUSTEE. THE APPROPRIATE ANSWERS AND EXHIBITS TO THE APPLICATION HAVE BEEN REVISED TO SUPPLY INFORMATION ABOUT THE WHITNEY TRUST AND MRS. WHITNEY'S PROPOSED CONTRIBUTION OF HER MEMBERSHIP INTERESTS TO THE TRUST.

Attachment 1


Exhibit 2
Description:
USE OF FORM 316

THIS APPLICATION INVOLVES TWO INVOLUNTARY TRANSFERS, EACH INVOLVING VOTING RIGHTS AS TO A ONE THIRD MEMBERSHIP INTEREST IN ALPHA & OMEGA COMMUNICATIONS, L.L.C. ('ALPHA'). FIRST, AS THE RESULT OF THE UNFORTUNATE DEATH OF ISAAC MAX JARAMILLO, ONE OF THE THREE FOUNDERS OF THE LICENSEE, VOTING RIGHTS WITH RESPECT TO MR. JARAMILLO'S INTEREST IN THE LICENSEE HAVE PASSED TO HIS SON AS SUCCESSOR TRUSTEE UNDER THE REVOCABLE TRUST THAT MR. JARAMILLO HAD CREATED FOR ESTATE PLANNING PURPOSES SOME YEARS AGO.

BY WAY OF BACKGROUND, EACH OF THE THREE FOUNDERS OF ALPHA ORIGINALLY HELD EQUAL MEMBERSHIP INTERESTS IN THE LICENSEE. GIVEN THAT MR. JARAMILLO HELD ONLY A ONE-THIRD, NON-CONTROLLING INTEREST IN ALPHA, NORMALLY THE SUBSTITUTION OF PAUL JARAMILLO AS TRUSTEE UNDER HIS FATHER'S REVOCABLE TRUST WOULD NOT CONSTITUTE A TRANSFER OF CONTROL. HOWEVER, IN RECENT YEARS THE HEALTH OF ANOTHER ONE OF THE FOUNDERS, PAT OPENSHAW, HAS DETERIORATED SUCH THAT HER ONE-THIRD INTEREST IN ALPHA IS CURRENTLY BEING VOTED BY HER DAUGHTER, CAROLYN GIANNETTI, AS SUCCESSOR TRUSTEE UNDER MRS. OPENSHAW'S REVOCABLE TRUST, THE PAT OPENSHAW TRUST. (BEFORE MRS. OPENSHAW BECAME INCAPACITATED, SHE HAD CONTRIBUTED HER MEMBERSHIP INTERESTS IN ALPHA TO THE PAT OPENSHAW TRUST DATED JUNE 29, 1994, BUT THIS CHANGE DID NOT TRIGGER A REQUIREMENT TO FILE AN FCC TRANSFER APPLICATION SINCE IT ONLY INVOLVED A NON-CONTROLLING PORTION OF THE OWNERSHIP IN ALPHA.)

IT IS NOT ANTICIPATED THAT MRS. OPENSHAW'S HEALTH WILL LIKELY BE RESTORED SUCH THAT SHE WILL ONCE AGAIN BE ABLE TO MANAGE HER AFFAIRS AND RESUME HER POSITION AS TRUSTEE OF THE PAT OPENSHAW TRUST.    

ACCORDINGLY, IT IS DEEMED APPROPRIATE TO SEEK COMMISSION CONSENT TO THESE CHANGES ON FORM 316 PURSUANT TO SECTION 73.3541 OF THE COMMISSION'S RULES, INASMUCH AS THEY ARE BOTH OCCASIONED BY INVOLUNTARY DEVELOPMENTS. I.E., IT WAS BECAUSE OF THE INVOLUNTARY DECLINE IN MRS. OPENSHAW'S HEALTH IN 2013 THAT MRS. GIANNETTI BEGAN TO MANAGE HER MOTHER'S AFFAIRS, INCLUDING THE ONE-THIRD INTEREST IN ALPHA.

IN ADDITION, USE OF FORM 316 IS APPROPRIATE WITH RESPECT TO THE THIRD ASPECT OF THE OWNERSHIP CHANGES IN ALPHA, NAMELY THE PROPOSED CONTRIBUTION BY CONNIE WHITNEY OF HER ONE-THIRD MEMBERSHIP INTEREST IN ALPHA TO HER REVOCABLE TRUST. WHILE THIS CHANGE IS VOLUNTARY, IT IS MERELY A PRO FORMA CHANGE, AS MRS. WHITNEY IS THE SOLE TRUSTEE OF THE WHITNEY TRUST. THEREFORE SHE WILL CONTINUE TO VOTE THESE MEMBERSHIP INTERESTS, AS IN THE PAST. IN ADDITION, SHE IS CURRENTLY THE SOLE BENEFICIARY OF THE WHITNEY TRUST, SO THE ULTIMATE BENEFICIAL OWNERSHIP OF THESE MEMBERSHIP INTEREST WILL REMAIN UNCHANGED.


Attachment 2


Exhibit 4
Description:
NO CONTACT INFORMATION FOR TWO OF THREE TRANSFERORS

ISAAC MAX JARAMILLO IS DECEASED. THEREFORE THERE IS NO ADDRESS AT WHICH THE FCC MAY CONTACT HIM. THE ADDRESS SET FORTH ON THE APPLICATION FORM IS THAT OF THE LICENSEE. SIMILARLY, DUE TO ADVANCED AGE, PAT OPENSHAW IS NO LONGER CAPABLE OF MANAGING HER AFFAIRS. CONSEQUENTLY IT IS POINTLESS TO SUPPLY AN ADDRESS WHERE THE COMMISSION MIGHT CONTACT HER.

FOR THE REASONS NOTED ABOVE, THE ABOVE-NAMED TRANSFERORS DID NOT REVIEW THE INSTRUCTIONS TO THIS SECTION. THIS SECTION HAS BEEN COMPLETED BY THE LICENSEE AS TO THEM IN ORDER TO COMPORT WITH THE REQUIREMENTS OF THE ELECTRONIC VERSION OF FORM 316.

CONNIE WHITNEY, 3915 S. PLUTO WAY, SALT LAKE CITY, UTAH, IS ALSO PROPOSING TO TRANSFER OWNERSHIP OF HER ONE-THIRD OWNERSHIP INTEREST IN THE LICENSEE TO HER REVOCABLE TRUST, THE WHITNEY TRUST, FOLLOWING FCC APPROVAL. INASMUCH AS MRS. WHITNEY IS THE SOLE TRUSTEE OF THE TRUST, AND WILL THUS CONTINUE TO VOTE HER MEMBERSHIP INTEREST IN THE LICENSEE, THIS IS ONLY A PRO FORMA CHANGE.

Attachment 4


Exhibit 6
Description:
DOCUMENTATION RELATING TO TRANSFER

ATTACHED HERETO ARE COPIES OF THE FOLLOWING:

1. DEATH CERTIFICATE OF ISAAC MAX JARAMILLO
2. CERTIFICATE OF TRUST - JARAMILLO
3. ASSIGNMENT AND NOMINEE AGREEMENT - JARAMILLO
4. DESIGNATION AND ASSIGNMENT - OPENSHAW TRUST
5. WHITNEY TRUST AGREEMENT
6. SPENCER WHITNEY DEATH CERTIFICATE
7. CERTIFICATION OF TRUST AND ACCEPTANCE OF SUCCESSOR TRUSTEESHIP - OPENSHAW

ORIGINALLY BOTH CONNIE WHITNEY AND HER HUSBAND SPENCER WHITNEY WERE CO-TRUSTEES OF WHITNEY TRUST. THE DEATH CERTIFICATE OF SPENCER WHITNEY IS BEING SUPPLIED HERE IN ORDER TO DEMONSTRATE THAT CONNIE WHITNEY IS NOW THE SOLE TRUSTEE OF THE WHITNEY TRUST. ACCORDINGLY, TRANSFER OF HER MEMBERSHIP INTERESTS IN THE LICENSEE TO THE WHITNEY TRUST WILL NOT CHANGE THE IDENTITY OF THE INDIVIDUAL VOTING THOSE MEMBERSHIP INTERESTS.

Attachment 6
Description
Death Certificate for Isaac Max Jaramilllo
Certificate of Trust -- Isaac Max Jaramillo Family Trust
Assignment & Nominee Agreement - Jaramillo Family Trust
Designation and Assignment to Openshaw Trust
Whitney Trust Agreement 24 Aug 1993
Spencer Whitney Death Certificate
Certification of Trust and Acceptance of Successor Trusteeship - Openshaw


Exhibit 10
Description:
INFORMATION - 2D & 3D TRANSFEREES, CAROLYN GIANNETTI TTEE & CONNIE WHITNEY TTEE

AS STATED IN EXHIBIT 2, CAROLYN OPENSHAW GIANNETTI IS CURRENTLY VOTING THE INTEREST OF PAT OPENSHAW IN ALPHA & OMEGA COMMUNICATIONS LLC, AS SUCCESSOR TRUSTEE UNDER AN INTER VIVOS TRUST ESTABLISHED BY MS. OPENSHAW AS OF JUNE 29, 1994 FOR ESTATE PLANNING PURPOSES. THE TRUST DOCUMENTS PROVIDE FOR MRS. GIANNETTI TO ASSUME THE ROLE OF SUCCESSOR TRUSTEE AND THUS MANAGE MRS. OPENSHAW'S AFFAIRS WHEN THE LATTER IS UNABLE TO DO SO HERSELF. MRS. GIANNETTI'S ADDRESS IS 2224 CHAPALA STREET, SANTA BARBARA, CALIFORNIA 93105. SHE PREFERS THAT ANY TELEPHONE CALLS BE DIRECTED TO COUNSEL, AT 805 966-2440.

PAT OPENSHAW WAS EXAMINED BY ONE OF THE LEADING CAPACITY PHYSICIANS IN SANTA BARBARA COUNTY, AND A FORMAL EVALUATION REPORT WAS PRODUCED IN ORDER TO CONFIRM THAT MRS. OPENSHAW IS NO LONGER ABLE TO HANDLE HER FINANCIAL AFFAIRS.

THE THIRD PROPOSED TRANSFEREE IS CONNIE WHITNEY, 3915 S. PLUTO WAY, SALT LAKE CITY, UTAH 84215. SHE IS NOW THE SOLE TRUSTEE UNDER THE WHITNEY TRUST, WHICH LIKEWISE WAS ESTABLISHED FOR ESTATE PLANNING PURPOSES, BUT IN 1993. MRS. WHITNEY PROPOSES TO ASSIGN HER MEMBERSHIP UNITS IN ALPHA & OMEGA COMMUNICATIONS, L.L.C. TO THE WHITNEY TRUST, FOLLOWING A GRANT OF THE INSTANT APPLICATION. SHE HAS NO WRITTEN AGREEMENT RELATING TO THAT PROPOSED TRANSACTION. MRS. WHITNEY'S TRUST WILL NOT PAY HER ANYTHING IN EXCHANGE FOR THE CONTRIBUTION OF THOSE MEMBERSHIP UNITS TO THE TRUST. MRS. WHITNEY REQUESTS THAT TELEPHONE CALLS BE DIRECTED TO COUNSEL FOR THE LICENSEE, AT 703 465-2361.

Attachment 10


Exhibit 11
Description:
AGREEMENTS

AS NOTED ELSEWHERE IN THIS APPLICATION, THE SUBJECT TRANSFER AS TO THE JARAMILLO AND OPENSHAW INTERESTS IS INVOLUNTARY AND THEREFORE DOES NOT INVOLVE 'AGREEMENTS' WITH PAYMENTS FLOWING FROM TRANSFEREE TO TRANSFEROR AS WOULD BE THE CASE WITH A VOLUNTARY TRANSFER. IT IS, IN PART, A FUNCTION OF THE PASSING OF ISAAC MAX JARAMILLO AND THE ACCESSION OF HIS SON PAUL M. JARAMILLO AS SUCCESSOR TRUSTEE UNDER THE JARAMILLO FAMILY TRUST.

THE INSTANT APPLICATION ALSO SEEKS RECOGNITION OF THE AUTHORITY OF CAROLYN OPENSHAW GIANNETTI TO VOTE THE SHARES HELD BY HER MOTHER, PAT OPENSHAW, UNDER THE PAT OPENSHAW TRUST DATED AS OF JUNE 29, 1994. THIS INTER VIVOS TRUST WAS ESTABLISHED BY MS. OPENSHAW FOR ESTATE PLANNING PURPOSES OVER TWENTY YEARS AGO.    AS NOTED ELSEWHERE IN THIS APPLICATION, MRS. GIANNETTI IS THE SUCCESSOR TRUSTEE UNDER THE TRUST AS A RESULT OF MRS. OPENSHAW'S INCAPACITY, AND THEREFORE HAS THE RIGHT AND DUTY TO CONTROL HER MOTHER'S MEMBERSHIP INTERESTS IN THE LICENSEE. MRS. OPENSHAW'S INCAPACITY WAS, OBVIOUSLY, AN INVOLUNTARY DEVELOPMENT. MRS. OPENSHAW REMAINS THE BENEFICIAL OWNER OF HER MEMBERSHIP INTERESTS IN ALPHA.

NEITHER MR. JARAMILLO NOR MRS. GIANNETTI PAID THEIR RESPECTIVE PARENTS ANY CONSIDERATION IN CONNECTION WITH THEIR APPOINTMENT AS SUCCESSOR TRUSTEE, SO NO 'PRICE' IS ASSOCIATED WITH THE SUBJECT INVOLUNTARY TRANSFER OF CONTROL.

SIMILARLY, THERE IS NO WRITTEN AGREEMENT GOVERNING THE PROPOSED CONTRIBUTION BY CONNIE WHITNEY OF HER MEMBERSHIP INTERESTS IN THE LICENSEE TO HER REVOCABLE TRUST, THE WHITNEY TRUST. NOR IS IT PROPOSED OR CONTEMPLATED THAT THE WHITNEY TRUST WILL PAY ANYTHING TO MRS. WHITNEY IN EXCHANGE FOR THE CONTRIBUTION TO THE WHITNEY TRUST OF HER MEMBERSHIP UNITS IN THE LICENSEE. THE TRANSACTION AS TO THE WHITNEY TRUST IS A PRO FORMA ONE, AS MRS. WHITNEY WILL CONTINUE TO BE THE BENEFICIAL OWNER OF THE MEMBERSHIP INTERESTS, AND WILL CONTINUE TO VOTE THOSE INTERESTS. IT IS, HOWEVER, VOLUNTARY. FOR THAT REASON IT WILL NOT BE CONSUMMATED UNTIL AFTER A GRANT OF THE INSTANT APPLICATION.

Attachment 11


Exhibit 12
Description:
EQUITY PLUS DEBT

NOTE: THE PERCENTAGES SET FORTH IN THE TABLE SUPPLIED IN RESPONSE TO QUESTION 5(A) HAVE BEEN CALCULATED BASED ON THE MEMBERS' RESPECTIVE MEMBERSHIP INTERESTS IN THE LICENSEE, WITHOUT REGARD TO DEBT OWED BY THE LICENSEE TO ITS MEMBERS. TWO OF THE ORIGINAL MEMBERS OF THE LICENSEE (PAT OPENSHAW AND CONNIE WHITNEY) HAVE, OVER THE YEARS, ADVANCED VERY SUBSTANTIAL SUMS TO THE LICENSEE, AS HAS A BUSINESS IN WHICH MRS. WHITNEY IS AN OWNER. HOWEVER, A PRECISE CALCULATION OF 'EQUITY PLUS DEBT' PERCENTAGES WOULD DELAY THE PREPARATION OF THIS APPLICATION UNNECESSARILY, AND TO NO USEFUL POINT, AS THE CREDITOR MEMBERS HAVE NO MEDIA INTERESTS OUTSIDE OF ALPHA & OMEGA COMMUNICATIONS, LLC. THEREFORE THE DEBT AMOUNTS HAVE NO BEARING ON THE ISSUES PRESENTED BY THIS APPLICATION.

IN ADDITION, WHILE PAT OPENSHAW IS SHOWN AS HAVING NO OWNERSHIP IN ALPHA & OMEGA COMMUNICATIONS, LLC POST-TRANSFER, SHE REMAINS THE SOLE PRIMARY BENEFICIARY OF THE PAT OPENSHAW TRUST DATED 6/29/1994. THEREFORE, EVEN THOUGH THE TRUST IS THE LEGAL OWNER OF THE SUBJECT MEMBERSHIP INTERESTS IN THE LICENSEE, MRS. OPENSHAW REMAINS THE BENEFICIAL OWNER OF THOSE INTERESTS.

Attachment 12


Exhibit 14
Description:
OTHER BROADCAST INTERESTS

NO PARTY TO THIS APPLICATION HAS ANY BROADCAST INTERESTS OTHER THAN THE BROADCAST PROPERTIES OF ALPHA & OMEGA COMMUNICATIONS, LLC, THE LICENSEE IN THE INSTANT APPLICATION.

Attachment 14