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Lisa HawsFrom: Dawn CashSent: Thursday, January 29, 2009 3:59 PMTo: Lisa HawsSubject: REIold him we could handle the easy questions!From: Usa Hawssent: Thursday, January 29, 20093:55 PMTo: Dawn CashSubject: FW :

Lisa R . HawsTax Policy and Research DivisionOkbhoma Tax Commission(405) 5z1~3r33

From: Tony MastinSent: Thursday, January 29, 2009 1:49 PMTo: Usa HawsSubject: RE:1. Yes, the partners should enclose the form with their return in addition to attachingForm 511CR2. The partnership must allocate all the credits earned in 2008. They cannot wait untilsubsequent years to allocate the credIts.Tony MastinAdministrator

From: Usa HawsSent: Thursday, January 29, 2009 1:36 PMTo: Tony Mastin; Dawn CashSubject:called wI 2 questions:1. They are in the process of distributing Form 526A to the partners who have earned tax credits. Do thepartners just attach that form to their state tax return filed on April 15? (I am guessing that the investor includesthis form wI their annual tax return).

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Lisa HawsFrom: Dawn Cash [[email protected]]Sent: Tuesday, April 21, 2009 12:28 PMTo: Lisa HawsSubject: Re:

ThanksReply to [email protected] via Blackllerry by AT&T

From: "Lisa Haws"Date: Tue, 21 Apr 2009 11:26:37 -0500To: Dawn CashSubject:Dawn-I wanted to let you know called inquiring as to the status of his 4 letter ruling requests. I let him know youare reviewing them but that this was a very busy time for our office and not to expect anything anytime soon. Hementioned that he would like to have something ln 4 weeks but I did not promise him anything.

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521-3133

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Lisa HawsFrom: Dawn CashSent: Wednesday, April 22, 20092:57 PMTo: Lisa HawsSubject:

I don't suppose be discussed it with you at all?

From: L is a H aw sSent: Wednesday, April 22, 20099:55 AMTo: D aw n C as hSubject: ..Dawn-I caned He was calling about some language he provided to for the SmallBusiness Capital Formation Incentive Act. He said he ernalled it to you approximately 6 weeks ago. He wouldlike to discuss this with you.


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Lisa HawsFrom: Dawn CashSent: Friday, June 12, 2009 10:32 AMTo: Tony MastinCc: Usa Haws

just called me with a cap co question that Ididn't completely understand whereafter year one of pad owner of the pass-through entity sells out and new owner is buying into itsolely for the federal new markets tax credits it's generated (which only get doled out in acertain percentage year after year for seven years or something) and where the new owner isn't:a guarantor as the previous owner was of any of the debt used to create the initial deal (whichgenerated the state credits),He basically wants to know do W(~have a problem with this? My knee jerk was "no", because]don't really care if they make business transactions for the sole purpose of tax credits if they aretalking about thefedel'al ones, but it also seems like this could be a slippery slope for us. Igeton the hook for the loan, credits are generated, then Iell out of my part the entity., - iscalling this sale one that is "for a legitimate business purpose" like that's good enough, but it'sjust a red flag to me. In fact, as I try to explain it to you, I become more convinced it could benot good.Anyway, I told him that I was pretty hesitant to give him an answer without seeing it in writingbut he's, of course, in a rush to close something next week. So, sorry to do this to you, but I hadto suggest he talk to you next week.Enjoy!Dawn Cash, DirectorTax Po1icyand Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsFrom: Tony MastinSent : Thursday, June 25, 2009 10:32 AMTo: Lisa HawsSubject: RE:

Looks ok to me.Tony MastinAdministrator

From: U sa H aw ssent: w ednes da y, June 24, 20092:28 PMTo: D aw n C as h; Tony M as tinSubject:Th is is es sentia lly the s am e a s The only change is the hotel wI!! now be built inin s tead of" - so the Venture w ill be a "sma ll bus iness venture" ra ther than a "rura l sma ll bus iness venture",

Lisa R . HawsTax Policy and Research DivisionOkla homa Tax Commission(4 05 ) 5 2: I~ 3X 33

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Lisa HawsFrom: Tony MastinSent: Thursday, June 25,200910:35 AMTo: Usa HawsSubject:

I think it is fine.Tony MastinAdministrator

From: L is a H a w ssent: Wedn es da y, J un e 241 20091:20 PMTo: D aw n C as h; Tony M as tinSubject:Attached is a draft of a LR . The Venture is in default on the loan. wants to foreclose the note,seize the collateral and sell it to satisfy the loan. They are hoping this qualifies as a "market based liquidity event"to avoid any recapture of the tax credits.Let me know what you think.

Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521-3133

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Lisa HawsFrom: Dawn CashSent: Thursday, June 25, 2009 1:53 PMTo: Lisa Haws

need to discuss a cap co change that's getting ready to come up this afternoon if we canDawn Cash) DirectorTax Policy and Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsFrom: Dawn CashSent: Monday,June 29, 2009 12:02 PMTo: Usa HawsSubject: RE: Redacted Rulings Request

yes to :;do we have an extra set for me or is that our only set? if it's our only set, weneed to scan them

From = Usa HawsSent: Monday, June 29, 2009 11:01 AMTo: Dawn CashSubject: RE : Redacted Rulings RequestPat has the copies ready. 796 pages each.Can I call -_.. and have him send a runner to pick it up rather than trying to mail?What would you like for Pat to do with your copies?

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission( 405 ) 5 :4 1~3133

From: Dawn CashSent: Monday, June 29, 2009 10:47 AMTo: Lisa Haw sSubject: RE: Redacted Rulings RequestThat's fine. It's a huge lawfirm that's asking. They'll be fine with it.

From: Usa HawsSent: Monday, June 29,2009 10:44 AMTo: Dawn CashSubject: RE: Redacted Rulings Request25 cents per page.

Lisa R . HawsTax Policy and Research DivisionOklahoma Tax. Commission(405) 52.I~3133

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From: D aw n C ashSent: MondaYI J une 291 2009 10:41 AMTo: L is a H aw sSubject: RE : R eda cte d Rulin gs R eq ues tcall the AL,J's office and ask what copy cost they apply and then have Pat count the number ofpages; also please remember I need a copy for me, tooThanksFrom: Usa Haw sSent: M onda y, June 29,20099:11 AMTo: D aw n C ashSubject: RE: Redac ted Rulings RequestDawn-r think I have everything redacted and ready to copy. It is 2 inches thick! Are we charging a copy fee? Do I needto have Pat count the pages while copying?

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5:: ,w3133

From: D aw n C ashSent: Thursda y, June 11, 2009 1:51 PMTo: L is a H a wsSubject: FW : Red ac te d Rulin gs R eq ue stLisa,I've actually got two requests for this. So when you put it together forplease make an extra copy of everything for me?Thanks

, would you also


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Lisa HawsFrom: Dawn CashSent: Wednesday, July 08, 200911 :23 AMTo: Lisa HawsSubject:

I've already told him that my knee jerk is that we have no interest in forcing people to "sell themoney". I don't even know what that means exactly.Just call him back and tell him to submit the darn thing and that if we do end up havingconcerns, we'll give him a chance to alter the formal request before we issue anything final (likewe always do).From: U sa H aw sSent: Wednesday, July 08, 200910:14 AMTo~ Dawn CashSubject:

called. He said he spoke to you on Thursday last week. He is preparing to submit a LRrequest regarding an insolvent Venture who has $150,000 in cash. His question is: Must the Venture "sell" thecash to a 3rd party to avoid a recapture event (return of the investment)? "Selling" the $150,000 for $150,000 sothat the Investor will not have his investment returned to him but instead the Investor will be given the proceedsfrom tile sale of an asset, seems a little silly and unnecessary. wants to verify that this fact will not be thedeciding factor on whether he gets his LR request approved. What are your thoughts?

Lisa R . HawsTax Policy and Reseal:'ch DivisionOklahoma Tax Commission(405) 52r-3133

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Lisa HawsFrom: Dawn CashSent: Monday, July 13, 2009 11:36 AMTo: Lisa HawsSubject:

Yuck. I didn't have a concern until the last paragraph or so when I realized they are beinghired by the government entities to do their software> then selling the data they gatherpursuant to those government contracts, Not Cool. I don't suppose that would kick them intoa SIC code we could use to trigger a recapture could it? I think we've got other bottom linecompanies who contract with the government, don't we?From: Usa HawsSent: Monday, July 131 20098:21 AMTo: Dawn cashSubject:Dawn- is one of rural small business ventures. I just thought this was interesting.

Okla. lawmaker targets public records Web siteBY TIM TALLEYASSOCJA TED PRESSOKLAHOMA CITY - A state lawmaker accused a Web site operator Friday of benefitingfinancially from a "sweetheart deal" in which it charges fees for access to public court recordsin more than 60 Oklahoma counties.State Rep. Mike Reynolds, R-Oklahoma City, called for an investigation into a Web site hostedby Duncan-based KellPro Inc., that he said charges a fee to view public information aboutdefendants who are convicted in state district courts."I want an investigation to understand what is going on," Reynolds said. "I'd like to see itnipped in the bud before the state gets involved in a lawsuit. As lawmakers we preach everyyear how we are making government more transparent to the public."KellPro's president, Tim Keller, said the court records Web site is accessible only to attorneys,judges and court officials who pay a fee to view images in public cases.Keller said the public can view court documents and other records in criminal cases by goingto the courthouses where they are filed.He also said the company does not own the images on its Web site and that they remainpublic property. He said his company just provides the Web site that offers access to the

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documents.Reynolds said he learned of the Web site while researching the case of David Earls, 64, whopleaded no contest last month to first-degree rape and forcible sodomy in the assault of a 4-year-old McAlester girl and was sentenced to one year in jail.Reynolds says he was shocked to find public records in the Earls case were not availableonline without paying a fee to view them.He said he has asked state Rep. John Wright, R-8roken Arrow, chairman of the HouseGovernment Oversight Committee, to convene a special meeting to examine KellPro'soperation,KellPro was launched in the early 19808 when Keller developed purchasing-payroll and landrecording software for the LeFlore County clerk in Poteau, according to KellPro's Web site.By 1999, more than 80 percent of the counties in Oklahoma were using KeliPro software forpurchasing, payroll, land records management, court management and inventory control. Thecompany provides software and support to about 400 offices in Oklahoma and Texas,

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5ZI~3!33

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Lisa HawsFrom:Sent:To:Subject:Attachments:

Dawn CashTuesday, July 21, 2009 3:07 PMLisa Haws

I've attached it and it's good to go. I just made a couple of clerical changes.ThanksD aw n C ash> DirectorTax Policy and Research DivisionOklahoma Tax Commission

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Lisa HawsFrom:Sent:To:

Dawn CashTuesday, July 21, 2009 9:25 AMLisa Haws

Subject: RE:yes, pleaseFrom: Lisa HawsSent: Tuesday, July 211 2009 7:47 AMTo: Dawn CashSubject: RE:Maybe the' letter ruling? I sent you the draft on June 25. Would you like for me to send it to you again?

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5:41-3133

From: Dawn CashSent: Monday, July 20,20092:23 PMTo: Usa HawsSubject:What's calling about?Dawn Cash, DirectorTax Policy and Research DivisionOklahoma Tax Commission405521.3123

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Lisa HawsFrom: Tony MastinSent: Thursday, July 23,200910:57 AMTo: UsaHawsSubject:

Yes.Tony MastinAdministrator

From: Usa HawsSent: Wednesday,July 22/2009 10:44AMTo~Tony MastinSubject:Tony~Apparentfy _.amended is so tickled pink about the new language we allowed in that he hasto Include this language. Am I missing something? Are you OKwith this?

Lisa R, HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5~l-3133

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Lisa HawsFrom: DawnCashSent: Friday,August07,20093:57 PMTo: UsaHawsSubject:

what did Tony say?

From: Lisa HawsSent: Wedn es da y, J uly 15, 20099:46 AMTo: Dawn Cash; Tony MastinSubject:Dawn and Tony-Attached is a LR request submitted by . The only red flag I see is in paragraph12:" ... the Loans will be secured by a guaranty from each Investor, effective at all times theInvestor is a Member of the Fund ... "Management is the owner of all outstanding ownership interests in the Venture. (para 15).Management will loan the Fund $5,000,000 (para 2). Investor becomes Member of Fund,signs guaranty for Loan, gets tax credit, then immediately withdraws his membership in Fund.Does this meet the statutory requirement as an unlimited and continuing legal obligation torepay the loans?

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) y:w3133

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Lisa HawsFrom:Sent:To:

Ihaws [[email protected]]Tuesday, August 18, 2009 10;28 AM'[email protected]'

Subject:

Dawn- called inquiring as to the status of this letter ruling. Let me know if you need me to send it to you again.Lisa

From: Dawn Cash [mailto:[email protected]]Sent: Sunday, August 02,20092:55 PMTo: Lisa HawsSubject:W e w ere good w ith it before, right? And did u do a new MY rules or was the computer language in lastweek's version?Reply to [email protected] via Blackberry by AT&T

From: "Lisa Haws"Date: Mon, 3 Aug 2009 13:20:37 -0500To : Daw n Cash'Subject:represents the Venture, . . I also found it interesting that it was-- also requested a LR (in June) for a Venture previously represented bysimilar to this: Venture is now insolvent and they are trying to avoid a recapture event.

instead of. Facts are

stl \:* {behavior.urlrsieooui) }Lisa R, HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521-3 133

From: Dawn CashSent: Mon da y, A ug us t 03, 2009 12:12 PMTo: Lisa HawsSubject:

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So who docsfrom ? represent? Is it odd to receive an deal from

From: Lisa HawsSent: Monday, August 03,2009 11:26 AMTo: Tony Mastin; Dawn CashSubject:

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instead of

OK. Here is another lR request about an insolvent company. Are you surprised that a company which"packages and delivers content from leadership thought experts through various channels including events,training, club subscriptions, podcasts and product sales" has "struggled to generate sufficient revenue to sustainits business"?stl \:* { BEHAVIOR: url(#ieooui) } @font-face { font-family: High Tower Text; } @page Section 1{size: 8.5in 11.0in; m arg in: L Oin 1.25in 1.01n 1.25in; mso-header-margin: .Sin; mso-footer-margin: .Sin;mso-paper-source: 0; } P.MsoNormal { FONT-SIZE: 12pi; MARGIN: Oin OinOpt; FONT-FAMILY:"Times New Roman"; mso-style-parent: ""; mao-pagination: widow-orphan; rnso-fareast-fout-family:"Times New Romani! } Ll.MsnNormal { FONT-SIZE: 12pt; MARGIN: O in O in Opt; FONT-FAMILY:"Times New Roman"; mso-style-parent: 1 1 1 < ; mso-pagination: widow-orphan; mso-fareast-font-family:"Times New Roman" } DIV.MsoNonnal { FONT-SIZE: 12pt; MARGIN: Din O in Op t; FONT-FAMILY:"Times New Roman"; mso-style-parent: "": mso-pagination: widow-orphan; mso-fareast-font-family:t1TimesNew Roman" } DIV.Section! {page: Sectionl }Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521-3133

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Lisa HawsWednesday, September 02,200911 :22 AMDawn Cash; Tony Mastin

Attached is a draft ofThanks, letter ruling for your review.


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Lisa HawsFrom: Lisa HawsSent: Thursday, September 03,2009 11 :34 AMTo: Dawn Cash; Tony MastinSubject:

Dawn- .called again today, He is quite persistent! I did not mention to him your email to me just yet. I'm not surehow you want me to handle this. Iasked him what would happen if we either did not issue a letter ruling, or weissued one which said the return of the investment would trigger a recapture of the credits. He told me thecompany would just "hang on" for 5 years before liquidating their investments and returning the money.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52I~3133

From: Daw n CashSent: wednesday , S ep tembe r 02,20099:00 PMTo: lisa Haws; Tony MastinSubject:I am pretty concerned about these market liquidity deals. Not that they aren't logicallyoccuring in the current environment but that we are being asked to sign off on them. In thissituation, the venture hasn't had the money long enough to have had to fulfill therequirements, let alone go under. There is no statutory basis for us to issue rulings after theinvestment has been made, to my knowledge. And I can't think of a reason that it's in thestate's best interest to do so.From: L isa H aw sSent: Monday, August 311200911:37 AMTo: Dawn CashSubject:Dawn- called inquiring as to the status of this letter ruling. Let me know if you need me to send it to you again.

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521~3133

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Usa HawsWednesday, September 09, 2009 12:05 PMDawn Cash; Tony Mastin

Dawn and Tony-Attached is a draft of the above LR.Two things stand out to me:1. There will be 2 types of Investors in the Fund. Class B Investors will be corporations (non-pass throughentities). The corporations wifl borrow money to invest in the Fund, and Class A Investors will receive thecredits. Class A Investors do not have to guarantee the loans because corporations are not pass throughentities. (Para 7 and Para 10). Can I get by with my answer to question no 5? Is it too vague?2. Some of the investment (less than 50%) will be used to payoff a bridge loan issued in June. See Question (}lIl9 my answer.is anxious for a quick response. Let me know what you think.


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Lisa HawsFrom: Lisa HawsSent: Monday, September 14,200910:12 AMTo: Dawn CashSubject

Dawn.My bad.After reviewing Form 526 (2007) for , it appears $89,902,005 was invested inthe Capeo in 2007. This number does not reflect the entire capitalization of the CapCo. In 2007, reportedtheir total capltalization as $197 million. Because no more than 25% of its capitalization can be invested in anyone company, it could not invest more than $49,250,000 in anyone company. . -invested $45.4 million inI hope I answered your question this time.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52.1~3133

From~ Dawn CashSent: Monda y, Sep tem be r 1 4, 2009 9:33 AMTo: Lisa HawsSubject:The capitalization references is $89 million, not thousand, so they definitely arc over$lmiL It's the report to OTe from which has come up with the question. Mike putsthese reports togeth.er of al1the activity reports as was mandated in 1577 (and opened to thepublic). You should definitely be copied on those since it's your deal. Have Mike get them allto you and then let's revisit the issue.ThanksFrom: Usa HawsSent: Monday, September 14 1 20099:01 AMTo: Dawn CashSubject:Dawn-We issued a letter ruling on October 30, 2007 (LR-07~170). We issued a subsequent letter ruling March 16, 2009(LR-09-022) concerning the insolvency of the Venture.In the first letter ruling we issued, the following facts were presented:

is a Delaware limited liability company organized to provide the direct investmentof equity and near-equity funds to companies within the state of Oklahoma. ... ....principalplace of business is Oklahoma . The"capitalization," as defined in the Act, of is greater than $1,000,000. The investment intoat any time during calendar year 2007 will not be more than 25% of

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"capitalization," as defined in the Act.I'm not sure where they got the $89,982,00 figure, but it was my understanding that$1,000,000. capitalization exceeded

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5~r-3133

From: Dawn CashSent: Friday, September 11, 2009 1:38 PMTo: Usa HawsSubject:I got the following from House staff. I dimly remember this deaL.maybe ...I think

tJut it together. I can't remember if we did a ruling or not. What do you think?While I am on the subject,transaction involving .year.

has asked me to inquire specifically about a, Ithink this is in the 2007 calendar,The total amount invested in the capco is $89,982,005. One of the sources of invested fundswas from in the amount of $45,400,000.00. There is aninvestment for $45,400,000,00 in an entity called

The question is: if this activity occurred in 2007 (after the 2006 amendments to the capcostatutes), how is it possible for to have a capitalization amount of$89,982,005.00 and invest more than 50% of its capital in during 2007 withoutviolating the requirement that not more than 20% of the capco's capitalization be invested lnmore than 1 business entity during the capco's "calendar year"?Dawn Cash, DirectorTax Policy and Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsFrom:Sent:To:Subject:Attachments: 3032_001.pdf

lhaws [[email protected]]Monday, September 28, 2009 11:40 AMTony Mastin

.docTony-Attached is response to my request for additional information. I specifically asked f()Lc;larificationregarding the "extension of the credit facility", the relationship of the Investors, and whether the intendedto issue bonds.I have also attached a draft of my Letter Ruling.Let me know what you think.Usa

From: [email protected],ok,U5 [mailto:canonl@oktax,state.ok,us]Sent: Monday, September 28,200911:29 AMTo: Usa H aw sSubject: Attached Image

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Lisa HawsFrom: DawnCashSent: Monday, September 28, 2009 2:57 PMTo: Usa HawsSubject:

change "with tt to "within" in the last sentence and it's great; good job) very generalFrom: Lisa HawsSent: Wednesday , S ep tembe r 09, 2009 1 :04 PMTo: Dawn CashSubject:Dawn-What do you think about this?

Lisa R , HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5Zt~3133

From: D aw n C as hSent: F ri day , September 04,20093:18 PMTo: Usa HawsSubject:I spoke with Tony on that request. I'm inclined to provide a really generic answer signedby me that says something along the lines of we issue leiter rulings outside the requirements ofthe statute at the discretion of the office and decline to respond to this type of request orsomething along those lines.Iwould rather not get into detail with about why we'd rather not respond because Idon't want them sending us a lot of detail and basically putting us into an audit position.Thoughts'?Dawn Cash, DirectorTax Policy and Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsMonday, October 05, 2009 11:48 AMDawn Cash

Dawn-Attached is a draft ofAnd just to give you a heads up, letter ruling for your review. (Tony has already approved this one)has been very busy lately. He sent me six new requests this morning!Usa R. I-lawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52I~3133

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Lisa HawsFrom:Sent:To;Subject:Attachments: :

Lisa HawsMonday, October 05,20091 :08 PMDawn Cash; Tony Mastin

,LR-09-127,docAttached is a draft of :,for your review,etter ruling for

Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5Z1-3I:B

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Lisa HawsMonday, October 05,20093:32 PMDawn Cash; Tony Mastin

09-131.doc- LR-09-126.doc; - LR-09-125.doc;--' LR-09-128.doc;" 18 LR-09-130.doc;

Dawn and Tony-Attached are 6 different letter rulings forHang tight, there are 6 more coming - eventually.

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5Z1~3133

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I and they are all very similar.

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LR-09-127.doc;.....--- .... ... LR-


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Lisa HawsFrom:Sent:To:Subject:

Lisa HawsTuesday, October 13, 2009 2:25 PMDawn Cash; Tony Mastin

Letter RulingsAttachments: LR-09-152,doc;LR-09-153,doc; - LR-09-155,doc;156.doc; LR..09-157,doc

Attached are the next batch of letter rulings from(And he submitted 2 more today!)

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5~w3133

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LR-09-154,doc; LR-09-


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Lisa HawsFrom: Dawn CashSent: Wednesday, October 14, 2009 11 :12 AMTo: Lisa HawsSubject: RE: LRs

I don't plan to review any of this c : - ~ requests) until November, so if he asks, feel free tolet him know it'll be sometime next month. Will you please resend me all of this that firstMonday. I think it's the second.ThanksFrom: Usa HawsSent: Wednesday, October 14, 2009 11:07 AMTo: Tony Mastin; Dawn CashSubject: LRsHere are the last 2 letter ruling requests fromLisa R. HawsTax Policy and Research DivisionOklahoma Tax Cornmission(405) 5:'W3133

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Lisa HawsFrom: Dawn CashSent: Monday, October 26, 20092:45 PMTo: Lisa HawsSubject: RE:

At first blush) 1 am unimpressed.From: Lisa HawsSent: MandaYI October 26,20092:08 PMTo: Dawn CashCc: Tony MastrnSubject:Dawn-Just spent over 30 minutes on the phone with . He has 2 letter ruling requests in which he hopes toget a response pretty quick. I told him you would not be able to take a look at them before next week. He ishoping that if he changes the facts to show that the owners of the Fund own less than 50% of the Venture, thenthere should be no problem with the owners of the Venture investing in tile Fund.Maybe next week we can sit down and talk about this.Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405 ) 5 :z r~ 3l 33

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Lisa HawsFrom:Sent:To:Subject:

Ihaws [Ihaws@oktax,state.ok.uslWednesday, October 28,20092:06 PMTony MastinFW: Letter Ruling requests

Attachments: Amended Letter Ruling Request forTony- is under the impression, after his meeting with you, that the Investors in the Fund (Zan have an ownershipinterest in the Venture so long as it is less than a 50% ownership in the Venture. U is my opinion that the 50%benchmark doesn't really matter to us. Our concern is that the Venture has not demonstrated a need for financialassistance if they are investing their own money in the Fund.Dawn and I intend to meet next week and work through his letter ruling requests. Let me know know yourthoughts on .. .... latest submission at your convenience.Thanks,Lisa


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Lisa HawsFrom: Lisa HawsSent: Thursday, November 12, 200912:42 PMTo: Dawn CashSubject:

Oawn-I ran this by Tony also and he seems to think it is OK. So, Iw ill go ahead and have Unda mall it out today,called this morning and is anxious for a response.


From: Dawn CashSent: Wednesday, November 11 1 20099:28 PMTo: Usa HawsSubject: RE:Looks fine to me, I appreciate how specific he was in articulating his point. What do youthink? Still pushing the envelope? I think it sounds solid. The money goes to capitalinvestment/ ,right? Or am I missing something?

From: Usa HawsSent: Tuesday, October 20, 2009 11:39 AMTo: Dawn CashSubject:Dawn-'called today inquirin~ as to the status of his LR request. I think I sent you a draft in September, but after thattime I sent a letter tc asking for more info (per Tony). I don't think I ever sent you a copy of response,So, J have attached a copy of my LR draft and a copy of his response to my request for more info.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(45) 521-3133

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Lisa HawsFrom: Lisa HawsSent: Thursday, November 12, 2009 2:40 PMTo: Tony Mastin; Dawn CashSubject:

Yes ,Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521~3133

From : Tony M as tinSent: Thursday, November 12, 2009 2:39 PMTo: Lisa Haws ; Dawn CashSubject:How about 1Oam on Monday?Tony MastinAdministrator

Fro m : Usa H aw sSent: Thursday, November 12, 2009 2:35PMT o: D aw n Ca sh; T ony M as tinSubject:Just spent the la s t hour w ith . Wish you both could have jo ined m e. H e ha s severa l dea ls getting ready toclo se a nd is h op in g fo r re sp on se s to h er le tte r rulin g re qu es ts . Can we get to ge th er s ometim e n ex t w e ek ?Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5Z1-3133

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Lisa HawsFrom: Lisa HawsSent; Tuesday, November 17, 2009 9:28 AMTo: Dawn CashSubject:

Dawn-called inquiring as to the status of some letter ruling requests he submitted 5 or 6 weeks ago. !do not havethem. Do you know anything about this?Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5zl~3133

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Lisa HawsFrom: LisaHawsSent: Tuesday, November 17, 2009 3:08 PMTQ: TonyMastinSubject;

Well, hang on. I have one from too!Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5ZI~3133

From: T on y Ma stinSent: Tuesday, N ovember 17,20092:56 PMTo: Usa H aw sSubject:You're killing me.Tony MastinAdministrator

From: Lisa HawsSent: Tuesday, N ovem ber 17, 2009 2:50 PMTo: T on y M as tinSubject:Tony-Take a look at LR. explained to me that when marketing a , they are never sure how manythird party distribution agreements there wi l l he. They may sign 5 early on, but then sign a couple more 6 monthslater. He wanted to know what (he "magic number" was - how many distribution agreements before they couldbegin returning the investments to the investors.It is my understanding that out ' position is that the investment cannot be returned within 5 years unless the filmproduction entity sells all of the assets of the venture. Generally, after 18 months or 2 years, they quit trying to selldistribution agreements, and at this time the venture is deemed to have sold all of its assets. I think that at this point,and not before, they can return the investments to the investors.He asked about making a return ON their investment. Is that limited to an-amortization payment on a 5 year note?Or arc they free to structure the return however they want - so long as it is a return ON the investment and not areturn OF the investment?Thoughts'?Lisa R. I-lawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52Y3133

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Lisa HawsFrom: Lisa HawsSent: Wednesday, November 18, 2009 2:28 PMTo: Dawn Cash; Tony MastinSubject: Letter RulingsAttachments: LR~09~181.doc

Dawn and Tony"Attached are drafts of two letter ruling requests from ~ From the facts provided in his request, I got the impression he wants us to determinewhether the Capital Calls qualified as a "contractual commitment to provide funds" , although that is not thequestion he asked.

"This scheme is similar to the scheme he presented inin 2007 - where a Bank itself is an investor in the Fund.Thanks,Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(4 05 ) 5 21 -3133

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~Lisa HawsFrom:Sent:To:Subject:Attachments:

Usa HawsWednesday, November 18, 20093:42 PMDawn Cash; Tony Mastin

Dawn and Tony-Attached is a draft of the LR. I may be way off base on this one.Venture is not a business which "provides or intends to provide goods orservices". was formed just to own the real estate, building and equipment., (whoseshareholders own 80% of the units of is a manufacturer of pipeline. wil l use the land,building and equipment of to manufacture the pipeline. The Standard IndustrialClassification Manual Code given was SIC 3533 - Oil and Gas Field Machinery and Equipment, whichis for It Establishments primarily engaged in manufacturing machinery and equipment for use in oil andgas fields". This SIC code applies to:" - ,notLet me know what you think.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52.I~3133

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Lisa HawsFrom: Tony MastinSent: Tuesday, November 17, 2009 10:42 AMTo: Lisa HawsSubject:

I understand. I also was thinking about it and keep circling the answer that is notproperly presenting the facts. He implies that the "owner" is taking money from the venture toinvest through a cap co back into the venture which I still say is a no. But since the venture is acorporation, is the investor really the "owner"? Are the funds coming from the venture? I thinkthose are different facts.Tony MastinAdministrator

From: Lisa HawsSent: Tuesday, November 17,200910:18 AMTo: Tony MastinSubject:Been thinking about our meeting yesterday, I thinkschemes. is very similar to(nonprofit) wants to build a . The Venture is afor profit subsidiary of I, Inc, which is a not-or-prottt subsidiary of. Management invests $4 million and Preferred Investors invest less than amillion, but Preferred Investors get all the credits. tried telling me that Management is also the ownersof the Venture, although did not state this in his facts.You know I have gone crazy when I am thinking about this in the middle of the night.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 54r~3133

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Lisa HawsFrom: Lisa HawsSent: Wednesday, November 18, 20094:22 PMTo: Dawn CashSubject: RE:

Do I have that one?Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5z1-3133

From: Dawn cashsent: Wednesday, November 18, 2009 4:21 PMTo: Usa HawsSubject:Would you please glance at the, LR request? They call and call and have been toldwe're not in a rush on these things right now, but today I got an "it's urgent" message.ThanksDawn Cash, DirectorTax Policy and Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsFrom:Sent:

Usa HawsWednesday, November 18, 20094:48 PM

To: Dawn Cash; Tony MastinSubject;At tachments: LR-09-179.doc

Daw n and T ony-1THINK this is th e last GapCo LR on my desk, , ...Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5z x~ 31 33

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Usa HawsFrom: Dawn Cash [[email protected]]Sent: Thursday, November 19,20099:34 AMTo: Lisa HawsSubject: Re:,

Yes. I agree with everything you've said. Sit on it and we'll discuss when I get back. ThanksReply to dcash@tax,ok.govSent via BlackBerry by AT&T

From: "Lisa Haws" Date: Thu, 19 Nov 2009 09;31 :42 -0600To! Dawn C(lshSubject: I

Dawn-Here is what we have. ventureexpand. The Fund is a software development and testing company wanting towill receive investments from Preferred Investors and Common Investors.Common Investors -

. inc is also the Manager of the Fund Will borrow $1.6 million to invest in Fund Shareholders of! Inc are also the members of the Venture

Preferred Investors Investing $180,000 in the fund Allocated 100% of the credits ($356,000 i n credits) Not obfigated on loan

What do you think? Because . I Inc anc _ are two different entities (although theownership is 100% the same). do we not have the' .... _. problem?Also, do we have an allocation issue? Although the Fund is not borrowing any money, I believe our posltion hasbeen that the allocation restrictions apply to any borrowed money, no matter how far up the chain you go.Let me know what you think.

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Lisa HawsThursday, November 19,20093:12 PMDawn Cash

I have attached a summary of 3 of the letter rulings we issued toBummer. , They are not squeaky clean.


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Lisa HawsFrom: Ihaws [lhaws@oktax,state.ok,us]Sent: Monday, November 23,20099:10 AMTo: '[email protected]_net'Subject:

It looks like is the biggest investor ($26,000,000) and some nameless investors will invest $2.8 millionand take all the credits.

F rom: Dawn Cash [mailto:[email protected]]Sent: Monday, November 23,20099:05 AMTo: Lisa HawsSubject: Re:I'm having a root canal this morning. Don't know when I'll be in. If Tony is OK with them, I'm good asalways. 111e ventures aren't investors, are they?Reply to [email protected] via Blackberry by AT&T

From: "Lisa Haws" Date: Mon, 23 Nov 200908:58:17 -0600To: Dawn CashSubject: .

Dawn-called on Friday and left me a message inquiring about the status of his 2 letter ruling requests. Have youhad a chance to look at them yet?

I am leaving at 1 :00 today to attend the funeral of my neighbor,Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521-3133

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Lisa HawsFrom: Lisa HawsSent: Monday, November 23, 20099:21 AMTo: Tony MastinSubject:

Tony"Have you had a chance to look at 's letter ruling requests Isent you last week? Iknow Ihaven'tgiven you much time, but sent them to us on October 14, but I did not get them until last week. And hasbeen calling anxiously awaiting a response, And Dawn sent me an email this morning telling me she is having aroot canal today so I am to run these two letter rulings by you, if you have time,I am leaving at 1:00 today. (My neighbor, and Hudson;s 6th grade math teacher, fell off the roof a week ago, andthe funeral is today.) So, if you have anytime today or tomorrow to take a look at them, I would so appreciate it!Thanks,LisaR. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52.I~3133

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Dawn-t only have one other'

Lisa HawsTuesday, November 24, 20099:31 AMDawn Cash

letter rulingLisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 52I~3133

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iu t 1have several letter rulings.


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Lisa HawsTuesday, November 24, 2009 11:46 AMDawn Cash

Dawn-Attached are otter ruling requests. Tony has read and approved both of them.I told we would try and get him something today.Thanks ,Lisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5~I~3X33

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Usa HawsFrom: Usa HawsSent: Tuesday, November 24,20093:19 PMTo: Dawn CashSubject: Storage Facilities

Dawn- LR was for - which is a Venture in the business of leasingequipment.Storage facilities - we aooroved four LR requests from 'in December 2007 ': - self-storage facilit ies in._. " self-storage facllltles in- self storage facilities _ _had a couple of storage facility requests also.

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(4 05 ) 5 2.1 ~3 13 3

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stock and

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Lisa HawsFrom: Dawn CashSent: Tuesday, November 24,20092:01 PMTo: lisa Haws

I'm fine with issuing two.Dawn Cash, DirectorTax Policy and Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsFrom: DawnCashSent: Monday, November 30, 20094:52 PMTo: Lisa Haws

with would like you to call her. She has two LRs pending, but I onlyrecognize the name of one of them. . She seems unsure of when she sent it.Dawn Cash, DirectorTax Policy and Research DivisionOklahoma Tax Commission405.521.3123

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Lisa HawsTuesday, December 01, 20099:35 AMDawn Cash

Dawn-Here is one of the letter rulings from[may be way off base on this one but I don't think the Venture qualifies as a "qualified small businessventure".Venture is not a business which "provides or intends to provide goods orservices". was formed just to own the real estate, building and equipment. 1 (whoseshareholders own 80% of the units of . is a manufacturer of pipeline. wi l l use the land,building and equipment ofil to manufacture the pipeline. The Standard IndustrialClassification Manual Code given was SIC 3533 - Oil and Gas Field Machinery and Equipment, whichis for "Establishments primarily engaged in manufacturing machinery and equipment for use in oil andgas fields". This SIC code applies to- - notLet me know what you think.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5ZI~3lJ3

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Lisa HawsFrom: Lisa HawsSent: Tuesday, December 01,200911 :48 AMTo: Dawn CashSubject:

yesLisa R . HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5ZI~3133

From: Dawn CashSent: Tues da y, De cembe r 01,2 009 11:47 AMTo: Lisa HawsSubject: ~....Isn't this the same lawfirm as the fellow I talked to a week or so ago?From: Usa HawsSent: Tue sd a y, De cembe r 01,2 009 10:53 AMTo: D aw n G as hSubject:Dawn-Ihave read overconcerns with second LR request and it looks like one b ig c ircle to me. f talked to about myand .... She said~- told her that he had one approved with t hi s se t- upand so she is puzzled as to why we are balking at her requests. She would like totalK to you aoout potn letter rUlings. (I have attached a copy ofher' request),Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) SZI-3l33

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lisa HawsFrom: Lisa HawsSent: Monday, December 07,20093:42 PMTo: Tony Mastin; Dawn CashSubject:

is telling me that in bothVenture. -So now what?and

Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5;:w31n

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I the loan by the Owner is secured by the assets of the


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Lisa HawsFrom: Usa HawsSent: Monday, December 07,20094:09 PMTo: Dawn CashSubject:

No. But r told him that if he has a specific ruling he wants to draw my attention to, I would take a look at it.Lisa R. HawsTax Policy and Research DivisionOk.lahoma Tax Commission(405) 5ZI~3133

From: Dawn cashSent: Monday, December 07,20094:08 PMTo: Lisa HawsSubject: ..I don't suppose he said which of the dozens issued to those two firms are similar?From: Lisa HawsSent: MondaYI December 07,20094:04 PMTo: Dawn CashCc: Tony MastinSubject:Dawn- response: His scenario is exactly the same as letter rulings previously issued to II expect you will be receiving a phone call from him in the near future.

and

Lisa R. HawsTax Policy and Research DivisionOkbhoma Tax Commission(405) 5:a~3133

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Lisa HawsWednesday, December 09, 2009 11:32 AMDawn Cash

Dawn-Tony reviewed this LR and is OK with it. Can I go ahead and have linda mail it out?Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521-3f33

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From: lisa HawsSent~ Tuesday, December 08, 2009 1:33 PMTo: Dawn CashSubject:Dawn- submitted a revised letter ruling request fon with only one question: whetherqualifies as a small business venture, Looks pretty straight forward to me,Let me know what you think,Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(40S) 521-3I33

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Lisa HawsFrom: Tony MastinSent: Wednesday, December 09,20099:39 AMTo: Usa HawsSubject:

I think it is fine.Tony MastinAdministrator

From: Usa Hawssent: Wednesday, December 09,20099:28 AMTo: Tony MastinSubject: Letter RulingTony-Attached is the' . Let me know what you think.Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5ZI~Jf33

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Usa HawsWednesday, December 23, 2009 10;08 AMDawn Cash

Dawn-Have you had a chance to review this? t will be leaving early today and will not be in the office tomorrow. If youapprove it, I would like to issue it today. (Tony has reviewed it and has OK'd it).Thanks,Lisa R. HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 5ZI~J133

From: Lisa HawsSent: Tuesday, December 08,20091:33 PMTo: Dawn CashSubject:Dawn- .. submitted a revised letter ruling request for, ; with only one question: whetherqualifies as a small business venture. Looks pretty straight forward to me.Let me know what you think.Lisa R, HawsTax Policy and Research DivisionOklahoma Tax Commission(405) 521~3133

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Lisa HawsFrom: Ihaws [[email protected]]Sent: Wednesday, December 23,200912:18 PMTo: Tony MastinSubject: FW: Attached ImageAttachments: 3278_001.pdf

Tony-Is the attached letter ruling request, which is SIXTEEN pages and consists of THIRTY ruling requests, the sameletter ruling request which supposedly only had one change from a previous LR? Seriously?Usa

From: canon [email protected] [mallto :canon [email protected]]Sent: wednesdev , December 23,200912:08 PMTo: Usa HawsSubject: Attached Image

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Lisa HawsFrom: Tony MastinSent: Thursday, February 04,201010:10 AMTo: Usa HawsSubject:

Come on over.Tony MastinAdministrator

From: Usa HawsSent: Thursday, February 04,20109:38 AMTo: Tony MastinSubject:Let me know when is a convenient time.Lisa R . HawsTax Policy and Resean::h DivisionOklahoma Tax Commission(4Q5) 521~3133

From: Tony MastinSent: Wednesday, February 03, 2010 10:22 PMTo: Usa HawsSubject:Lisa,Come see me about this. I don't understand his position,Tony MastinAdministrator

From: lhaws [mailto:lhaws@oktax,state.ok.us]Sent: Wednesday, February 03,20103:17 PMTo: Dawn Cash; Tony MastinSubject: .Dawn and Tony"Attached is a letter ruling clarification from , regarding

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Documents

OTC Email 3