Chapter 11 Case No. 12-43166 ENERGY CONVERSION DEVICES, … · 12-43166) and United Solar Ovonic LLC (Case No. 12-43167). 2 . Capitalized terms used but not defined herein have the

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

Chapter 11

Case No. 12-43166 (Jointly Administered)

Judge Thomas Tucker

In re:

ENERGY CONVERSION DEVICES, INC., et al.1,

Debtors.

SUPPLEMENT TO APPLICATION TO EMPLOY SIGNATURE ASSOCIATES, L.L.C. AS REAL ESTATE CONSULTANT TO THE DEBTORS

Energy Conversion Devices, Inc. ("ECD") and United Solar Ovonic LLC ("USO"), as

debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the

"Debtors"), for their Supplement to Application to Employ Signature Associates, L.L.C. as Real

Estate Consultant to the Debtors (the "Application Supplement") respectfully represent as

follows:

1. On March 2, 2012, the Debtors filed their Application to Employ Signature

Associates, L.L.C. as Real Estate Consultant to the Debtors [Docket No. 110] (the "Signature

Application").

2. The Debtors submit: (i) the revised proposed order, both clean and redlined to

show the revisions from the proposed order attached to the Signature Application as Exhibit 1,

attached hereto as Revised Exhibit 1; and (ii) the Supplemental Declaration of John Boyd in

Support of the Signature Application, attached hereto as Revised Exhibit 2.

12-43166-tjt Doc 778 Filed 06/22/12 Entered 06/22/12 10:22:34 Page 1 of 27

¨1¤8?b,&6 #K«

1243166120622000000000003

Docket #0778 Date Filed: 6/22/2012

HONIGMAN MILLER SCHWARTZ AND COHN LLP Counsel for the Debtors

Date: June 22, 2012 By: Is/Aaron M. Silver

Robert B. Weiss (P28249) Aaron M. Silver (P65481)

2290 First National Building 660 Woodward Avenue Detroit, MI 48226 Telephone: (313) 465-7000 Facsimile: (313) 465-8000 Email: [email protected]

I The Debtors in these jointly administered cases are Energy Conversion Devices, Inc. (Case No. 12-43166) and United Solar Ovonic LLC (Case No. 12-43167).

2 12-43166-tjt Doc 778 Filed 06/22/12 Entered 06/22/12 10:22:34 Page 2 of 27

Revised Exhibit 1

Proposed Order



SOUTHERN DIVISION

In re:

ENERGY CONVERSION DEVICES, INC., et al.,'

Debtors.

Chapter 11


Judge Thomas J. Tucker

ORDER GRANTING APPLICATION TO EMPLOY SIGNATURE ASSOCIATES, L.L.C. AS REAL ESTATE CONSULTANT TO THE DEBTORS

This matter has come before the Court upon the application (the "Application") of

Energy Conversion Devices, Inc. ("ECD") and United Solar Ovonic LLC ("USO"), as debtors

and debtors-in-possession in the above-caption chapter 11 cases (collectively, the "Debtors'21)"),

to retain Signature Associates, L.L.C. ("Signature") as real estate consultants and brokers to the

Debtors, nunc pro tune to the Petition Date2; due and sufficient notice of the Application having

been given under the particular circumstances; it appearing that no other or further notice need

be provided; the Court h

United Trustee having filed its concurrence to the retention [Docket No.

I; the Court having considered the Application, the Declaration of John Boyd in Support of

Application to Employ Signature Associates, L.L.C. as Real Estate Consultant to the Debtors,

and the Supplemental Declaration of John Boyd in Support of Application to Employ Signature

I The Debtors in these jointly-administered cases are Energy Conversion Devices, Inc. (Case No. 12-43166) and United Solar Ovonic LLC (Case No. 12-43167).

2 Capitalized terms used but not defined herein have the meanings provided in the Application and the Supplemental Declaration.

CHICAGO\3524255.2 IMMADI - 076406/0004


Associates, L.L.C. as Real Estate Consultant to the Debtors (the "Supplemental Declaration"),

and the complete record of these Chapter 11 Cases and after due deliberation thereon and good

cause appearing therefor;

IT IS HEREBY ORDERED THAT:

I. The Application is GRANTED.

2. Pursuant to section 327(a) of the Bankruptcy Code, the Debtors are authorized to

retain and employ Signature nunc pro tunc to the Petition Date to perform the Real

EstateDi spo sit i on Services (as defined in the Supplemental Declaration) on the terms provided in

the Amended and Restated Real Estate Services Agreement.


retain and employ Signature nunc pro tune to the Petition Date to perform the Brokerage

Services on the terms provided in the Battle Creek Listing Agreement. and the Greenville

Listing Agreement.

4. ka)Signature will only be compensated for the Disposition

Services and Brokerage Services out of the funds received by the Debtors at

the closing of the applicable transaction, either through the Debtors or the third-party, as the

circumstances require, based on the following commission percentages:

a. In he sale of a property or Signature, and any re uired coo eratin, or local broker, shall be paid (i) 6% if gross proceeds are less than $10,000,000; (ii) 4.5% if gross proceeds are between $10,000,000 to $20,000,000; and (iii) 3.5% if gross proceeds are greater than $20,000,000;

b. Signature shall earn a commission of six (6%) percent of the aggregate sale price of the Battle Creek Property in a sale or option to purchase gantec ydthitirtipmf9(11_clays after expiration or termination e Battle Creek Listing Agreement to a purchaser known to the Debtors to

CHICAGO\3524255.2 ID\MADI - 076406/0004


have been shown the Battle Creek Property by Signature during the term of the Battle Creek Listing Agreement;

c. Signature shall earn a commission of six (6%) percent of the aggregate sale price of the Greenville Property in a sale or option to purchase granted within ninety (90) days after expiration or termination of the Greenville Listing Agreement to a purchaser known to the Debtors to have been shown the Greenville Property by Signature during the term of the Greenville Listing Agreement;

d. Each individual transaction fee is ca

ed at 300 000 excludino an II •

payments by Signature to cooperating or local brokers, which may not include other brokers at Signature;

e. Signature shall not earn any commission for any rent reduction or lease modification; and

f. Any payment of-to a cooperating or local broker under the Battle Creek Listing Agreement or Greenville Listing Agreement, as applicable, will be made by Signature.

1. Signature's fees

rates, described

5.

the Ap -and supporting

Deek, above, are hereby approved pursuant to section 328(a) of the Bankruptcy Code.

6. In the event of a bulk lot sale containing the Greenville Property, as described in

the Supplement to Debtors' Motion for an Order Authorizing the Sale of Substantially All of the

Debtors' Equipment [Docket No. 7111, Signature shall receive its commission in accordance

with Paragraph 4 above based on the amount of the applicable sale price that the Auctioneers and

Signature apportion to the Greenville Property, subject to the approval of the Debtors.

7. To the extent this Order is inconsistent with the Amended and Restated Real

Estate Services Agreement, the Battle Creek Listing Agreement, or the Greenville Listing

Agreement, as applicable, this Order will govern.

CHICAGO\3524255.2 ID\MADI - 076406/0004


after proper application and notice.

9. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this order.

AC1IVE,10619511 410

8. All compensation sought by Signature is subject to Bankruptcy Court approval

CHICAGO\3524255.2 ID\MADI - 076406/0004



SOUTHERN DIVISION

Chapter 11



In re:

ENERGY CONVERSION DEVICES, INC., et al.,'

Debtors.

ORDER GRANTING APPLICATION TO EMPLOY SIGNATURE ASSOCIATES, L.L.C. AS REAL ESTATE CONSULTANT TO THE DEBTORS

This matter has come before the Court upon the application (the "Application") of

Energy Conversion Devices, Inc. ("ECD") and United Solar Ovonic LLC ("USO"), as debtors

and debtors-in-possession in the above-caption chapter 11 cases (collectively, the "Debtors"), to

retain Signature Associates, L.L.C. ("Signature") as real estate consultants and brokers to the

Debtors, nuns pro tune to the Petition Date2; due and sufficient notice of the Application having

been given under the particular circumstances; it appearing that no other or further notice need

be provided; the United Trustee having filed its concurrence to the retention [Docket No. ];

the Court having considered the Application, the Declaration of John Boyd in Support of

Application to Employ Signature Associates, L.L.C. as Real Estate Consultant to the Debtors,

and the Supplemental Declaration of John Boyd in Support of Application to Employ Signature

Associates, L.L.C. as Real Estate Consultant to the Debtors (the "Supplemental Declaration"),

The Debtors in these jointly-administered cases are Energy Conversion Devices, Inc. (Case No. 12-43166) and United Solar Ovonic LLC (Case No. 12-43167).

2 Capitalized terms used but not defined herein have the meanings provided in the Application and the Supplemental Declaration.

CHICAGO\3524255.2 ID\MADI - 076406/0004


and the complete record of these Chapter 11 Cases and after due deliberation thereon and good

cause appearing therefor;

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.


retain and employ Signature nunc pro tunc to the Petition Date to perform the Disposition

Services (as defined in the Supplemental Declaration) on the terms provided in the Amended and

Restated Real Estate Services Agreement.


retain and employ Signature nunc pro tunc to the Petition Date to perform the Brokerage

Services on the terms provided in the Battle Creek Listing Agreement and the Greenville Listing

Agreement.

4. Signature will only be compensated for the Disposition Services and Brokerage

Services out of the funds received by the Debtors at the closing of the applicable transaction,

either through the Debtors or the third-party, as the circumstances require, based on the

following commission percentages:

a. In the sale of a property or lease, Signature, and any required cooperating or local broker, shall be paid (i) 6% if gross proceeds are less than $10,000,000; (ii) 4.5% if gross proceeds are between $10,000,000 to $20,000,000; and (iii) 3.5% if gross proceeds are greater than $20,000,000;

b. Signature shall earn a commission of six (6%) percent of the aggregate sale price of the Battle Creek Property in a sale or option to purchase granted within ninety (90) days after expiration or termination of the Battle Creek Listing Agreement to a purchaser known to the Debtors to have been shown the Battle Creek Property by Signature during the term of the Battle Creek Listing Agreement;

CHICAGO\3524255.2 ID\MADI - 076406/0004


c. Signature shall earn a commission of six (6%) percent of the aggregate sale price of the Greenville Property in a sale or option to purchase granted within ninety (90) days after expiration or termination of the Greenville Listing Agreement to a purchaser known to the Debtors to have been shown the Greenville Property by Signature during the term of the Greenville Listing Agreement;

d. Each individual transaction fee is capped at $300,000, excluding any payments by Signature to cooperating or local brokers, which may not include other brokers at Signature;

e. Signature shall not earn any commission for any rent reduction or lease modification; and

f. Any payment to a cooperating or local broker under the Battle Creek Listing Agreement or Greenville Listing Agreement, as applicable, will be made by Signature.

5. Signature's fees, described above, are hereby approved pursuant to section 328(a)

of the Bankruptcy Code.

6. In the event of a bulk lot sale containing the Greenville Property, as described in

the Supplement to Debtors' Motion for an Order Authorizing the Sale of Substantially All of the

Debtors' Equipment [Docket No. 711], Signature shall receive its commission in accordance

with Paragraph 4 above based on the amount of the applicable sale price that the Auctioneers and

Signature apportion to the Greenville Property, subject to the approval of the Debtors.

7. To the extent this Order is inconsistent with the Amended and Restated Real

Estate Services Agreement, the Battle Creek Listing Agreement, or the Greenville Listing

Agreement, as applicable, this Order will govern.

8. All compensation sought by Signature is subject to Bankruptcy Court approval

after proper application and notice.

9. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this order.

1061951 1 10

CHICAGO\3524255 2 ID\MADI - 076406/0004


Revised Exhibit 2

Supplemental Declaration of John Boyd in Support of the Signature Application

ACTIVE \ 10957490.1

1



SOUTHERN DIVISION

Chapter 11



In re:

ENERGY CONVERSION DEVICES, INC., et al.,1

Debtors.

SUPPLEMENTAL DECLARATION OF JOHN BOYD IN SUPPORT OF APPLICATION TO EMPLOY SIGNATURE ASSOCIATES, L.L.C.

AS REAL ESTATE CONSULTANT TO THE DEBTORS

John Boyd declares as follows:

1. 1 am an Executive Vice President of Signature Associates, L.L.C. ("Signature"),

a professional services firm that has offices located at One Towne Square, Suite 1200,

Southfield, MI 48076, and I make this Supplemental Declaration ("Supplemental Declaration")

on behalf of Signature. My previous Declaration (the "Declaration") was filed with the

Application to Employ Signature Associates, L.L.C. as Real Estate Consultant to the Debtors

("Application") [Docket No. 1101.2 This Supplemental Declaration is now being provided to

address certain new issues that have arisen since that time. I submit this Supplemental

Declaration in accordance with section 327(a) and Section 328(a) of the Bankruptcy Code and

Rule 2014(a) of the Bankruptcy Rules. Except as otherwise noted, I have personal knowledge of

the matters set forth herein. Except as otherwise provided herein, the statements and information

provided in the Declaration remain the same.

I The Debtors in these jointly-administered cases are Energy Conversion Devices, Inc. (Case No. 12-43166) and United Solar Ovonic LLC (Case No. 12-43167).

2 Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Application and the Declaration.

CHIC:A(30\3524258.1 ICAMADI- 076406/0004


2. Signature has agreed to reduce the scope of its services to the Debtors by entering

into the proposed Amended and Restated Real Estate Services Agreement attached hereto as

Exhibit A (the "Amended and Restated Real Estate Services Agreement"), which amends,

restates, and supersedes the Real Estate Services Agreement. Accordingly, the services which

Signature will provide to the Debtors will include only the Brokerage Services pursuant to the

Listing Agreement regarding the Battle Creek Property, attached to the Application as Exhibit 3

(the "Battle Creek Listing Agreement"); the Brokerage Services pursuant to the Listing

Agreement regarding 1 Solar Parkway and 2 Solar Parkway, Greenville, Michigan (the

"Greenville Property"), attached hereto as Exhibit B (the "Greenville Listing Agreement");

and the disposition services (the "Disposition Services") set forth in detail in the Amended and

Restated Real Estate Services Agreement, and summarized below:

Disposition Services: ■ Meeting with the Debtors and their advisors to ascertain the goals,

objectives and financial parameters with respect to the potential disposition of the Properties.

■ Developing a marketing strategy for the Properties in coordination with the Debtors' restructuring plans and implementing the marketing strategy after it has been approved by the Debtors. At Debtors' direction, with the assistance of the Debtors' other advisors, negotiating agreements for the sale and/or assignment of some or all of the Properties.

■ At the Debtors' direction with the assistance of the Debtors' other advisors, negotiate agreements for the leasing of Properties.

■ At Debtors' direction, with the assistance of the Debtors' other advisors, renegotiating agreements with existing lessors under existing leases.

■ Regular reporting to the Debtors and the Debtors' other advisors regarding the status of negotiations.

■ Participating in conference calls and meetings with the Debtors and the Debtors' other advisors to discuss disposition of the Properties.

• To the extent the Debtors request, to coordinate property appraisals of any Properties.

2 CHICA000524258, I ID MADI - 076406/0004


3 In addition, since the filing of the Declaration, two landlord creditors of the

Debtors, 3800 Lapeer LLC, and Auburn Hills Commerce Park III, L.L.C. (managed by The

Pegasus Group LLC) ("Landlords"), have approached Signature and requested to retain

Signature in connection with the re-leasing or selling of two buildings which the Debtors occupy.

On information and belief, the Debtors have filed a motion to reject the lease of Auburn Hills

Commerce Park 111, L.L.C.

4. To the best of my knowledge, Signature's representation of the Landlords will not

affect its ability to adequately carry out the professional services for which the Debtors now seek

to retain Signature, nor will such representation adversely affect the Debtors' estates. Instead,

Signature's representation of the Landlords will have the effect of ultimately reducing the

amount of lease rejection damages claimed by the Landlords.

5. I make this Declaration under penalty of perjury.

3

Jol 1 Boyd ( on ehalf of Signature Associates, L.L.C.

Cl ICAG013524258.1 [MAD( - 076406/0004


EXHIBIT A

AMENDED AND RESTATED REAL ESTATE SERVICES AGREEMENT

4 CHICAGO13524258.1 ID\MADI - 076406/0004


AMENDED AND RESTATED REAL ESTATE SERVICES AGREEMENT

This real estate services agreement ("Agreement") is entered into as of June , 2012, by and between Energy Conversion Devices, Inc. and United Solar Ovonic LLC ("Client") and Signature Associates, L.L.C., a Michigan corporation, with an office at One Town Square, Suite 1200, Smithfield, Michigan 48076 ("Service Provider").

A. Client has an interest in buildings, properties and facilities located in Michigan (the "Properties" listed on Attachment A).

B. Client desires to sell the Properties.

C. Service Provider has the resources and expertise to fulfill the Client's objectives and undertake certain administrative and transactional services for the Client as outlined herein.

D. Client and Service Provider entered into that certain Real Estate Services Agreement, dated November 30, 2011 (the "Original Agreement") and now wish to amend and restate the Original Agreement on the terms and conditions set forth herein, and for this Agreement to supersede the Original Agreement in its entirety.

E. Client and Service Provider entered into that certain Exclusive Listing Agreement for Sale, dated July 21, 2011, as amended by that certain Exclusive Listing Agreement Extension, dated January 5, 2012, regarding the Client's property located at 10 Clark Road, Battle Creek, Michigan (the "Battle Creek Listing Agreement"). The terms of the Listing Agreement are incorporated herein and made a part hereof. To the extent the Battle Creek Listing Agreement is inconsistent with this Agreement, this Agreement will govern.

F. The terms of that certain Exclusive Listing Agreement for Sale, between Client and Service Provider, regarding the Client's property located at 1 Solar Parkway and 2 Solar Parkway, Greenville, Michigan (the "Greenville Listing Agreement"), if approved by the Bankruptcy Court, are incorporated herein and made a part hereof To the extent the Greenville Listing Agreement is inconsistent with this Agreement, this Agreement will govern.

Now, therefore, in consideration of the foregoing and the promises, covenants and agreements set forth below, the parties agree as follows:

ARTICLE I

RELATIONSHIP AND SCOPE OF SERVICES

1.1 Scope: Service Provider shall provide specific services described below as "Services" and such other services as are reasonably related thereto, all with respect to the Properties. The Client shall not contract with any other entity to provide global real estate advisory services similar to the Services in this Agreement during the term of this Agreement. Service Provider may subcontract or delegate its responsibilities and obligations hereunder to other member companies of Cushman Wakefield or non-Cushman Wakefield companies that Client and Service Provider mutually approve but agrees that it will remain responsible to Client for the due and timely performance of everything so subcontracted or delegated. Notwithstanding anything herein to the contrary, Client is


undertaking a sale to sell its assets as a going concern, and the Bankruptcy Court has approved Quarton Partners as the investment banker in connection with such transaction. Any sale of the Properties arising from such sale process will not give rise to any fees payable under this Agreement.

1.2 Services: Service Provider shall provide only Disposition Services. A further description of the Services is provided in Attachment B.

ARTICLE II

FEES AND EXPENSES

2.1 Transaction Fees: The Client shall not be responsible for payment of any expenses, fees, or other compensation to Service Provider, unless identified in the Agreement or otherwise agreed to in writing, for performance of Services. The parties acknowledge that all fees to be paid to the Service Provider on account of its performance of the Services shall be limited to such payments and commissions as the Service Provider shall derive from persons or entities other than the Client. Upon completion of a transaction with a third party to dispose of owned or leased Properties, Service Provider shall be paid transaction fees as set forth in Section I (a) of Attachment C.

2.2 Cap: Transaction fees will be capped at a $300,000 to Service Provider, excluding any payments made by Service Provider to cooperating brokers (which may not include other brokers at Signature Associates).

ARTICLE III

TERM

3.1 Term: The term of this agreement shall commence on February 12, 2012 and shall terminate on December 31, 2012.

3.2 Termination: Notwithstanding the provisions of Section 3.1 above, either party shall have the right to terminate this Agreement without cause and at any time hereunder upon such party providing not less than 45 days' prior written notice of termination to the other party.

3.3 Expiration or Termination: Upon the expiration or sooner termination of this Agreement, the Service Provider shall promptly deliver to the Client such contracts, documents, papers and records pertaining to the Properties and this Agreement as the Client may request. The Client shall pay the Service Provider all fees and compensation that have accrued under this Agreement but which are unpaid as of the expiration or sooner termination of this Agreement. The provisions of this Section 3.3 shall survive the expiration or sooner termination of this Agreement.

3.4 Tail Period: Client will compensate Service Provider under Section 2.1 for transactions in which Service Provider was the procuring cause but that are not completed until after expiration or termination of the Agreement. The tail period is limited to the first 90 days following expiration or termination. Within fifteen days of expiration or termination, Service

2


Provider will provide written notice of potential transactions that were introduced to Client by Service Provider.

ARTICLE IV

CONFIDENTIALITY

4.1 Confidentiality: All information and other non-public information pertaining to Client will remain the confidential property of the Client and will only be used by the Service Provider to fulfill its obligations to the Client. The Service Provider will keep all such information in confidence, will not disclose it to others, and will limit the access to the information to those of its employees who have a need to have access to it for the Service Provider to fulfill its obligations.

ARTICLE V

REPRESENTATIONS

5.1 Service Provider's Representations. The Service Provider represents and warrants that:

a. The Service Provider has the full power and authority to (i) execute, deliver, and perform this Agreement and (ii) carry out its business as now conducted and contemplated hereby.

b. This Agreement has been duly authorized, executed, and delivered by the Service Provider and constitutes the legal, valid, and binding obligation of the Service Provider, enforceable against the Service Provider in accordance with the terms hereof, subject however to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the enforcement of creditors' rights generally and to general principles or equity.

5.2 Client's Representations. The Client represents and warrants that:

a. Subject to Section 5.2(d), the Client has the full power and authority to (i) execute, deliver, and perform this Agreement and (ii) carry out its business as now conducted and contemplated hereby.

b. Subject to Section 5.2(d), this Agreement has been duly authorized, executed and delivered by the Client and constitutes the legal, valid and binding obligation of the Client, enforceable against the Client in accordance with the terms hereof, subject however to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and to general principles of equity.

c. Subject to Section 5.2(d), each Client is duly formed, validly existing and in good standing under the laws of their respective states of formation. The Client is fully qualified and licensed, to the extent required by applicable law, to conduct its business in each state in which it currently conducts such business.

3


d. The Client is subject to bankruptcy cases pending in the Eastern District of Michigan, In re Energy Conversion Devices, Inc., et al., Case No. 12-43166. This Agreement is subject to, and must be approved by, the Bankruptcy Court overseeing the proceeding. The Service Provider acknowledges that any payments hereunder due to Service Provider will only be made in accordance with the order entered by the Bankruptcy Court approving this Agreement. To the extent of any discrepancy between the terms of this Agreement and the order entered by the Bankruptcy Court approving this Agreement, the terms of such order are controlling. Except to the extent of any monetary obligation owing to Service Provider, this Agreement is not binding on any subsequently-appointed chapter 7 trustee.

ARTICLE VI

GENERAL PROVISIONS

6.1 Notices: All notices, demands, and requests required or permitted to be given under the Provisions of this Agreement shall be in writing. and shall be deemed given (a) when personally delivered to the party to be given such notice or other communications, (b) on the business day that such notice or other communication is sent by facsimile or similar electronic device, fully prepaid, which facsimile or similar electronic communication shall promptly be confirmed by written notice, (c) on the third business day following the date of deposit in the United States mail if such notice or other communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid, or (d) on the business day following the day such notice or other communication is sent by reputable overnight courier to the following:

if to Service One Towne Square. Suite 1200 Provider: Southfield, MI 48076

Attn: John Boyd John Gordy

if to Client:

with a copy to:

3800 Lapeer Road Auburn Hills, MI 48326 Attn: President

Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, MI 48226 Attn: Aaron Silver

Or to such other address as the parties may designate in writing.

6.2 Relationship of the Parties: Neither party's personnel, agents, or subcontractors will be construed as employees, agents or subcontractors of the other party. Service Provider and all persons engaged by Service Provider in connection with its performance of services under this Agreement, including carriers, are independent contractors and not agents or employees of Client

4


in the performance of any and all Services under this Agreement, and shall not represent themselves as agents or employees of Client. Service Provider acknowledges that it has no authority to act as a representative of Client or to bind Client contractually, except as specifically set forth in this Agreement or authorized by Client in writing.

6.3 Counterparts: Any number of counterparts of this Agreement may be executed and each shall have the same force and effect as the original. Facsimile or PDF signatures shall have the same effect as original signatures and each party consents to the admission in evidence of a facsimile, PDF or photocopy of this Agreement in any court or arbitration proceedings between the Parties.

6.4 Applicable Law: This Agreement shall be interpreted and construed in accordance with the laws of the State of Michigan.

[Signature page follows]

5


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the introductory paragraph.

SIGNATURE ASSOCIATES

By: Name: Title:

ENERGY CONVERSION DEVICES, INC.

By: Name: Title:

UNITED SOLAR OVONIC LLC

By: Name: Title:

[Signature page to Amended and Restated Real Estate Services Agreement]


ATTACHMENT A

PROPERTIES

1. 1 Solar Parkway, Greenville, MI 2. 2 Solar Parkway, Greenville, MI 3. 10 Clark Road, Battle Creek, MI


ATTACHMENT B

DESCRIPTION OF SERVICES

Disposition Services, including but not limited to:

• Meeting with the Client and their advisors to ascertain the goals, objectives and financial parameters with respect to the potential disposition of the Properties.

• Developing a marketing strategy for the Properties in coordination with the Client's restructuring plans and implementing the marketing strategy after it has been approved by the Client.

• At Client's direction, with the assistance of the Client's other advisors, negotiating agreements for the sale and/or assignment of some or all of the Properties.

• At the Client's direction with the assistance of the Client's other advisors, negotiation agreements for the leasing of Properties.

• At Client's direction, with the assistance of the Client's other advisors, renegotiating agreements with existing lessors under existing leases.

• Regular reporting to the Client and the Client's other advisors regarding the status of negotiations.

• Participating in conference calls and meetings with the Client and the Client's other advisors to discuss disposition of the Properties.

• To the extent the Client requests for the Service Provider to coordinate property appraisals of any Properties.

• Providing such Additional Services as requested by the Client from time to time.


ATTACHMENT C

FEE SCHEDULE

Disposition of Owned Properties and Leases

a. Upon closing the sale of a Property, Service Provider shall be deemed to have earned, and the Client shall pay Service Provider a fee (the "Commission Fee"), based on the total amount of cash received by the Client for such Properties (the "Gross Proceeds") in accordance with the following sliding scale structure.

Gross Proceeds Per Property Fee Percentage

$0-$10 Million 6.0%

$10-$20 Million 4.5%

$20 Million and over 3.5%

To the extent a local or cooperating broker (a "Cooperating Broker") is necessary, in Service Provider's reasonable discretion, to effectively market a Property, then Service Provider shall negotiate the terms of an engagement agreement with such Cooperating Broker on a cooperative basis with the Cooperating Broker for the benefit of the Client, The Client shall pay all fees owing to the Cooperating Broker for their services upon the closing of the sale of a Property, which amounts paid to all Brokers and Service Provider shall not exceed, in aggregate, the total percentage amounts set forth in the table above. Service Provider is not authorized to commit the Client to any agreement or arrangement or sign any instrument on behalf of the Client.

10770318.3


EXHIBIT B

GREENVILLE LISTING AGREEMENT

10619482.3

5 CHICAG09524258.1 ID\MADI - 076406/0004


&I; SIGNATURE ASSOCIATES THE TEAM No Signature. No Results.

Exclusive Listing Agreement For Sale May 17, 2012

In consideration of your services as Broker in offering the following described property for sale, the undersigned hereby grants you the exclusive right, from this day to twelve o'clock noon of May 9, 2013 to find a Buyer therefore.

Land and premises in the City of Greenville, County of Montcalm, State of Michigan, commonly referred to as 1 Solar Parkway and 2 Solar Parkway.

The buildings and improved area surrounding the buildings shall be offered for sale at a price of Twelve Million Eight Hundred Thousand and 00/100 ($12,800,000.00) Dollars. The buildings may be sold separately at a sale price of Six Million Four Hundred Thousand and 00/100 ($6,400,000.00) Dollars each. The vacant land north of the improved area shall have a sale price of Ten Thousand and 00/100 ($10,000.00) Dollars per acre.

OWNER AGREES AND REPRESENTS AS FOLLOWS:

1. It is agreed by the Broker and Owner that as required by law, discrimination because of religion, race, color, national origin, handicap age, sex, or marital status on the part of the Broker or Owner in respect to the sale of the subject property is prohibited.

2. If a Purchaser is obtained by you or by anyone for Owner (including Owner) during said period, at the stated price and terms or upon any other price, terms or exchange to which Owner consents, or if said property is sold by Owner or for Owner within ninety (90) days after expiration or termination of this Agreement, or if either an Agreement to Sell is entered into or an Option to Purchase is granted within said time period but the transaction is not closed until after the expiration of said time period to a purchaser known to Owner to have been shown the property during said period by Broker and registered in writing with Owner prior to the expiration of this Agreement, the Owner agrees to pay the Broker a commission of six (6%) percent of the aggregate sale price. Such commission shall be due and payable at closing. For the avoidance of doubt, the commission shall only be payable upon closing of a sale transaction of the above-described property, in which case Broker will be paid out of the sale proceeds. If the Broker (through the individuals John R. Boyd, John T. Gordy, and/or Cathy Bottema) acts as dual agent as described in section 5, the commission shall be limited to five (5%) percent.

3. The undersigned is the Owner of the above-described property and has the right and authority to enter into this Exclusive Listing Agreement and any Purchase Agreement with respect to said property.

4. The Broker may show the interior thereof to prospective purchasers during reasonable hours, erect a "For Sale" sign thereon, and cooperate with other brokers. However, Owner shall not be under obligation to pay any commission except as above provided.

One Towne Square - Suite 1200 Southfield, Michigan 48076

248.948.9000

1400 Abbott Road - Suite 305 East Lansing, Michigan 46823

517.374.1100

333 Bridge Street NW - Suite 1010 Grand Rapids, Michigan 49504

616.235.0900

1675 E. Mt. Garfield - Suite 175 Muskegon, Michigan 49444

231.799.9900

477 Chicago Drive Holland. Michigan 49423

616.396.7785

950 Trade Centre Way - Suite 140 Kalamazoo, Michigan 49002

269.385.2000

Four SeaGate - Suite 608 Toledo, Ohio 43604

419.249.7070

Brokerage Services • Tenant Representation Investment Sales • Business Sales

Property/Asset Management • Advisory Services Veivation • Commercial Mortgage

I CUE) MAN& -ow WAK-1 JELEY,

www.signatureassociates.com


SIGNATURE ASSOCIATES THE TEAM No Signature. No Results.

5. The Broker hereby discloses that the agency status that the Broker has with the Owner is as Owner's agent and that this information is provided to the undersigned before disclosures of any confidential information. The parties hereto do further acknowledge and consent that the Broker may act as a dual agent for the sale or lease of the listed property permitting the Broker to also act as agent for the Buyer. By the parties signing below, each has confirmed that this is in compliance with the agency disclosure statement required by Act 93 of Public Acts of 1993.

6. Broker agrees to market property in accordance with the attached Exhibit "A" Marketing Plan using its best efforts.

7. Owner shall have the right to terminate this agreement upon written notice to Broker in the event of a breach or default by Broker of any of its responsibilities or obligations, provided Broker has the opportunity to cure any breach or default within fifteen (15) days and in the event the agreement is terminated the Owner is not released of its obligations under section 2 of this agreement. Broker will use reasonable efforts and cooperate with Owner in good faith to complete any sale transaction covered by section 2.

Receipt of a copy hereof is hereby acknowledged.

BROKER:

Signature Associates One Towne Square, Ste. 1200 Southfield, Michigan 48076 (248) 948-9000

By: Joh T2Z--

R. Boyd Exe utive Vice President/Principal

Date: May 17, 2012

OWNER:

United Solar Ovonic, LLC 3800 Lapeer Road Auburn Hills, Michigan 48326 (248) 293-0440

By:

Its:

Date:

By: John T. Gordy Senior Vice President/Principal

CUSHI Date: May 17, 2012 01. WAKEFIELD ,, wwArsignatureassociates.corn

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