University of Virginia Library

ATTACHMENT A
OFFICE OF THE LEGAL ADVISER
TELEPHONE (804) 924-3586

March 6, 1986

HAND-DELIVERED

Mr. Hovey Dabney

Jefferson National Bank

12 East Main Street

Charlottesville, Virginia 22901

RE: 2.25 Acres on Park Place to 321 Park Place and 308 Park Place to 318 Park Place, Charlottesville, Virginia (Charlottesville City Tax Map 10, Parcel 136); and "Westover," Consisting of Approximately 325 Acres in Albemarle County

Dear Hovey:

The purpose of this Letter of Intent is to outline the terms and conditions under which the University of Virginia will request a related foundation or affiliate to pursue the acquisition of the above captioned properties. This letter is not an offer or contract to purchase, and is not a promise to enter into a contract to purchase. Any contract for purchase of the properties would only be made by execution of a sale and acquisition agreement. (In this letter, "Seller" refers to each of the sellers shown at the end of this letter, with regard to their respectively owned properties.) The Seller understands that one of the steps the prospective buyer of the properties will need to take in pursuing acquisition of the properties is obtaining, at no expense to the Seller, a satisfactory appraisal of the properties.

ACQUISITION PRICE

The price which would be paid for the properties at closing is $6,700,000.

Mr. Hovey Dabney

March 6, 1986

Page Two

UNIVERSITY GIFT

With respect to the Park Place property (and not Westover), it would be Hunter Faulconer Sr.'s intent to claim the difference between the appraised market value and the purchase price as a charitable gift. The sales contract would acknowledge the difference between the sales price and the asking price of the properties, and would acknowledge Hunter Faulconer Sr.'s desire to make a charitable contribution. The donee would complete the portion of the IRS Form 8283 applicable to the donee. The Buyer would not condition signature of a sale and acquisition contract upon the agreement of Mr. Faulconer on such a tax related gift arrangement.

SELLER'S AGREEMENT TO PROVIDE CERTAIN ITEMS

• Seller agrees to order and/or provide to Buyer the following:
• (1) A current title commitment and all documentation mentioned therein.
• (2) Any available engineering and topographical studies in seller's possession and relating to such items as usable land area, slope conditions and soils conditions.
• (3) Any available plans and specifications of the Seller regarding the properties.

OTHER ITEMS

• 1. The sale would be for the properties "as is."
• 2. The sale of Westover would be subject to Hunter Faulconer, Sr. having a life estate in the main house and the approximately 5 acres surrounding it, plus the farm manager's house, which life estate would terminate earlier if Hunter Faulconer, Sr. elected to move out of the main house during his lifetime. Mr. Faulconer would be obligated to maintain and insure the main house and the farm manager's hous to his satisfaction during such time.
• 3. During his residence at Westover, Hunter Faulconer, Sr. would have the right of reasonable approval of any construction activity performed on the Westover property. There would be no development on the land between the main house and Old Garth Road without Mr. Faulconer's approval.

Mr. Hovey Dabney

March 6, 1986

Page Three

4. During his residence at Westover, direct access to Old Garth Road would be maintained over the existing entrance road or a comparable substitute to Old Garth Road.

5. The Buyer of the Westover property would not resell any of that property during the three years after conveyance to the Buyer. Excluded from this provision would be a conveyance of not more than 100 acres of Westover bordering Barracks Road to S. W. Heischman in exchange for the 68 acres owned by Heischman on Ivy Road.

6. Costs for title examinations, surveys, and recordation of necessary legal documents would be paid by the Buyer. Each party would bear its own legal expenses. There would be no brokers or agents who are entitled to a commission or other fee.

7. Buyer agrees to lease to Hunter Faulconer, Sr. the balance of Westover not included with the life estate and not conveyed to Mr. Heischman. Such lease would be for the purpose of conducting farming operations on Westover and shall be "net-net." Hunter Faulconer, Sr. would pay all expenses including taxes and insurance and perform any necessary maintenance on the leased property. Either party would have the right to terminate this lease, in whole or as to portions of the property, upon reasonable notice to the other, which notice in the case of the Buyer must contain a certification of its intent to develop the portions of the property as to which the lease is to be terminated. After termination of such lease as to any portion of the property, Buyer shall maintain the portions released from the lease in a neat and mown condition, UNTIL COMMENCEMENT OF CONSTRUCTION.

MISCELLANEOUS

The Seller and the Buyer would agree to cooperate in all matters relating to the generation and approval of all required information and in the continuation of general processing of the properties toward sale or development potential.

For the purpose of these matters the Seller may be contacted care of Mr. Hovey Dabney, Jefferson National Bank, 123 East Main Street, Charlottesville, Virginia 22901 and the University may be contacted care of Mr. Ray C. Hunt, Jr., Vice President for Business and Finance, University of Virginia, P. O. Box 9014, Charlottesville, Virginia 22906-9014.

The Seller and the University agree to pursue in good faith a sale and acquisition agreement with a University-related foundation or affiliate as described in this letter.

Mr. Hovey Dabney

March 6, 1986

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As of the date of signing this Letter of Intent, the Seller agrees he will not continue or initiate negotiations with any potential buyer for all or a part of the properties other than the University or a related foundation or affiliate. The Seller will not be bound by this statement if a sale and acquisition agreement has not been signed by March 31, 1986. Such sale and acquisition agreement shall provide for a closing date no later than April 30, 1986, and shall have no contingencies other than for title defects revealed by the title commitment or survey which materially adversely affect marketability of the property. The parties agree to attempt to satisfy such title contingency prior to execution of the sale and acquisition agreement.

AGREED:

The Rector and Visitors of the University of Virginia

By