1. Transactions Today An Update for New, Gently Used, and Road-Hardened Environmental Lawyers

2. Introductions Heidi McIntosh, Associate Director, Southern Utah Wilderness Alliance Jon Schuyler Brooks, Partner, Phillips Nizer LLP Mike Hill, General Counsel & COO, RACER Trust; Principal at Hill & Kehne Claudia Rast, Shareholder, Butzel Long

3. Setting the Scene Mike – General Counsel for Brown Manufacturing, Inc. (“BMI”) Jon – Outside Counsel for Sino Solar Partners, Inc. (“Sino”) Heidi – Executive Director for Backcountry Trails (“Backcountry”)

4. Location of Properties

6. Liability Protections and Ongoing Obligations ― Settlement Agreement ¶¶ 69-73 (Governments shall consider PPAs, BFPPs, and other protections) ― ¶ 78 (continuing access to properties) ― ¶ 74 (coordinate cleanup/redevelopment) www.racertrust.org

7. Wilmington, DE ― Purchased by Fisker Automotive to manufacture electric hybrid vehicles

8. Willow Run Factory, Ypsilanti, MI ― 300 acres; >5M ft 2 bldg(s). ― Adjacent to airport. ― Built during WWII by Henry Ford. ― Manufactured the B-24 bomber. Rosie the Riveter. ― GM manufactured mid- size and luxury vehicles.

9. Shreveport, LA ― 530 acres; >3M ft 2 bldg(s). ― Fully operational today (GM leasing until Aug. 2012)

10. Indianapolis Stamping Plant ― 100 acres; >2M ft 2 bldg(s). ― GM leased thru July 2011. ― Constructed in 1971; renovated in 2006.

11. Massena, NY ― >200 acres. ― No slab. ― On Saint Lawrence River, and adjacent to bridge to Canada.

12. Fredericksburg, VA ― 76 acres; 300K ft 2 bldg(s). ― 50 miles from the Pentagon.

13. Mansfield, OH ― 265 acres; 2.5M ft 2 bldg(s). ― Rail; Highway. ― Constructed in 1955; renovated in 1984.

14. BMI Facts BMI needs to sell Manufacturing Plants Focus is Plant in Monticello District Plant assets/liabilities: –adjacent to BLM land recently identified by DOI as potential oil sands resource –adjacent to Puebloan lands of cultural significance –PCB contamination; may have leached –Includes large tracts of undeveloped land

15. Sino Facts Sino Looking for Entrée into US Solar Panel Manufacturer in China Looking to buy US plant Risk adverse—anxious about US env’l law Interested in development potential of oil sands

16. Backcountry Facts Backcountry mission is conservation and protection of natural and cultural resources BMI contacted Backcountry about potential donation of portion of undeveloped land Development concept is Xtreme Skills Best arena location is near Puebloan pictographs and petroglyphs Major donor is on Board of competing energy exploration company

17. Issues Indemnity Risk Allocation—Insurance Due Diligence Requirements Conflicts of Interest

18. Indemnity (& Related Provisions) By Buyer, in return for: –Reduced purchase price. –Due diligence rights … but likely limited to existing information ( v. the right to sample). –Environmental insurance (and position as 1 st Named Insured). –Escrow (limited as to time, and to cover discoveries or claims made during that time) By Seller, in return for: –Avoided reduction on purchase price. –Continuing right of access. –Mutual release/indemnity for New Releases (and some ability to delineate). –Agreement as to scope of redevelopment (and investigation except as required by law). –Position as Additional Named Insured (under PLL or Cost Cap or Cost Cap Subsitute). By Remediation Contractor, in return for: –Contract to perform known remediation work (typically >$10M), with rewards for reducing costs (e.g., sharing or keeping savings). –Position as First Named Insured under Cost Cap (or, especially post-2011, Cost Cap Substitute). –Position as Additional Named Insured under PLL policy. –Due diligence rights … but likely limited to existing information ( v. the right to sample). –Limited to regulatory requirements (v. private claims).