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May 2, 2015

By Electronic Mail

Elliott Schuchardt

Schuchardt Law Firm

U.S. Steel Tower, Suite 660

600 Grant Street

Pittsburgh, PA 15219

Re: Campbell, et al. v. Sweet Briar College, et al., CL15009390-00

Limited Relief from Injunction on the Disposition of Assets

Dear Mr. Schuchardt:

We represent Sweet Briar College (the College). We are writing with respect to the injunction

issued by the Circuit Court for Amherst County in the above-referenced action. This request is sent

without waiving the Colleges right to appeal or seek broad relief from the Courts injunction order,

matters which will be handled by the Williams Mullen firm. Likewise, Williams Mullen will handle the

negotiation and submission of an appropriate order memorializing the Courts ruling, including

appropriate clarification that the College may continue to conduct business in the ordinary course of

its operations, which would include the sale of food at the dining halls, books at the bookstore, and

the like. Our request is narrow.

As we understand it, the Courts order is aimed at the broad disposition of assets in connection with

the closing of the College. While such order remains in place, the College will, of course, comply

and hold off on any broad disposition of its assets. However, in light of the closing of academic

operations in August, and the termination of many of the faculty and staff between May 31 and the

end of August, the College needs the following limited relief from the Courts injunction:

(1) Transfer of Junior Year Abroad Program to Hollins. The College is currently the accredited

sponsor of a Junior Year Abroad program (JYA Program), under which students from the

College and many other American schools attend classes in France and Spain for credit

toward their degrees. Given the Colleges end of academic operations on August 25, and

the loss of accreditation as a result thereof, the College cannot continue as the sponsor of

the JYA Program next year. The College is in negotiations to transfer the JYA Program to

Hollins University (Hollins), so that the program will continue and not collapse, the more

Elliott Schuchardt - 2 - May 2, 2015

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than 70 students who have contracted to participate in the program in 2015-16 will be able to

pursue their studies as planned, and the College will avoid substantial liability associated

with the failure of the program and resulting termination of 27 JYA full- and part-time

employees and instructors. The College must complete the transaction with Hollins very

soon, in order to ensure that agreements with host institutions in France and Spain and other

necessary contracts, arrangements, and visas are in place. The agreements being

negotiated to transfer the JYA program to Hollins will provide an option for the College to

unwind the transfer and re-acquire ownership of the JYA Program in the event that the

College does not close.

Relief from the Courts injunction to permit the transfer of the JYA Program to Hollins would

thus prevent: (a) irreparable harm to those 70+ students who have contracted to participate

in the JYA Program in the 2015-16 year; (b) irreparable harm to the 92-year-old JYA

Program, which cannot operate in 2015-16 with the College as its sponsor and will thus fail

unless transferred to an accredited sponsor; (c) harm to the 27 full- and part-time employees

and instructors in the JYA Program working in the US, France and Spain, who will needlessly

lose these jobs; and (d) substantial liability for the College, including (without limitation)

substantial termination liability to the French and Spanish employees of the program, and

potential liability to the more than 70 students who have contracted to participate in the

program in 2015-16. As noted, the College will retain an option to re-acquire the JYA

Program. The equities thus weigh heavily in favor of permitting the transaction to proceed so

as to prevent irreparable harm to multiple constituencies, as well as substantial liability for

the College, without prejudice to any party.

(2) Horses. The College owns 56 horses (two of which are already out on lease). Care of the

remaining 54 horses costs approximately $27,000 per month just for feed, medication,

shoeing, and other out-of-pocket costs. More importantly, there are six barn staff and five

riding instructors who currently care for these horses. As the College brings its academic

operations to a close, and the employment of much of the faculty and staff ends, ongoing

care of the horses is a burden that the College should not continue to sustain. In order to

care for the horses going forward, the six barn staff and at least three riding instructors would

need to be retained, at the cost of approximately $36,500 per month in wages and benefits.

Given the Colleges declining financial position, and its debts and diminishing resources,

these are funds the College cannot spare. Moreover, absent appropriate arrangements now,

there is concern that care of the horses could suffer in the future. The College thus seeks

leave to sell, lease or make other arrangements with respect to the horses that will ensure

that they are properly cared for going forward, provided that the College receives appropriate

value in any such transaction.

(3) Hazardous Chemicals The College seeks leave to dispose, by sale or otherwise, of

potentially dangerous chemicals. The College posses potentially dangerous chemicals for

use in its academic operations. As academic operations come to a close, and the

employment of most faculty and staff ends, there will be no one to supervise the proper

storage of these chemicals. The College seeks leave to dispose of these potentially

dangerous chemicals, by sale or otherwise, while it still employs faculty and staff qualified to

handle them. The requested relief will prevent potentially irreparable harm associated with

the hazards of unsupervised storage of these potentially dangerous chemicals.

Elliott Schuchardt - 3 - May 2, 2015

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(4) Faculty and Staff Computers Certain members of the faculty and staff have asked to

purchase the Colleges personal computers assigned to them. For many, these are the only

personal computers to which they have ready access, and they seek to use these computers

in their efforts to find new employment. Faculty members have also expressed interest in

obtaining the computers assigned to them to continue their ongoing scholarly work. The

College would propose to offer these personal computers to interested faculty and staff at

current fair market value. The transfer of these computers would thus assist the faculty and

staff during a difficult transition, while providing fair compensation to the College. The

alternative is that the computers sit fallow, declining substantially in value over six months,

thereby harming both the affected faculty and staff members who cannot make gainful use of

these assets, and simultaneously diminishing the Colleges resources as these computers

lose market value over time.

We believe the relief requested above is appropriate, sensible and prevents harm to multiple

constituencies without prejudicing your clients or their claims in any way. We ask for the consent of

the Plaintiffs to the limited relief from the injunction order requested herein.

Please let me know if you have any questions or wish to discuss. Particularly with respect to the

JYA Program, there is considerable urgency. I look forward to hearing from you as soon as you can

get back to me. If we do not hear from you by the close of business on Monday, we will seek

appropriate relief from the Court.

Sincerely,

/s/

N. Thomas Connally

Partner

tom.connally@hoganlovells.com

D 703 610 6126

cc: Calvin W. Fowler, Jr. Harold E. Johnson

William E. Phillips, Jr.

Eric J. Sorenson, Jr.