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Devon et al:

We will be on the phone with the Director of Financial Analysis
for Meridian Roman Brilman, Jerry McDermott, President of our BD in
charge of tax credit equity placements and me (product origination) to
go over the model and the fees you want loaded in. We want to receive 1%
for raising the tax credit equity and you can tell us what the other
target fees are and where you want them. Roman will then run a yield
sensitivity to make sure the Sun Edison deal is market and we can place
the tax credit equity. We assume you have the debt piece covered.

Thanks, Jack

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________________________________

From: Devon Archer [mailto:darcher@rosemontseneca.com]
Sent: Thursday, March 31, 2011 11:13 AM
To: Jack Casey; Roman Brilman
Cc: Hunter Biden; Arlene Busch
Subject: Proforma for Meridian


Roman and Jack,
Barebones, but should be clear what the structure is and what is flowing
where. Let's talk this afternoon. I would like to bring my associate
on, Mike Huerta, who is running with this deal and is with SunEdison
tomorrow in SF. If possible I might want to get you on the phone for 10
minutes tomorrow during that meeting which I am joining by conference.
But please review and let's discuss this afternoon.
Best,
Devo