                                 CODE OF VIRGINIA

REPURCHASE TERMS (§ 59.1-352.5)

A. The supplier shall repurchase from the dealer within ninety days after
termination of the agreement all inventory previously purchased from the
supplier that remains unsold on the date of termination of the agreement.

B. The supplier shall pay the dealer:

   1. One hundred percent of the current net price of all new, unused, unsold,
   undamaged, and complete farm, construction, utility, and industrial equipment,
   implements, machinery, outdoor power equipment, and attachments.

   2. Ninety percent of the current net price of all new, unused, and undamaged
   repair and superseded parts.

   3. Seventy-five percent of the net cost of all specialized repair tools
   purchased in the previous three years and fifty percent of the net cost of all
   specialized repair tools purchased in the previous four through six years
   pursuant to the requirements of the supplier and held by the dealer on the
   date of termination. Such specialized repair tools shall be unique to the
   supplier&#8217;s product line and shall be in complete and resalable
   condition. Farm implements, machinery, utility and industrial equipment, and
   outdoor power equipment used in demonstrations, including equipment leased
   primarily for demonstration or lease, shall also be subject to repurchase
   under this section at its agreed depreciated value, provided the equipment is
   in new condition and has not been damaged.

   4. At its amortized value, the price of any specific data processing hardware
   and software and telecommunications equipment that the supplier required the
   dealer to purchase within the past five years.

C. The supplier shall pay the cost of shipping the inventory from the
dealer&#8217;s location and shall pay the dealer ten percent of the current net
price of all new, unused, undamaged repair parts returned, to cover the cost of
handling, packing, and loading. The supplier may perform the handling, packing,
and loading instead of paying the ten percent for the services. The dealer and
the supplier may each furnish a representative to inspect all parts and certify
their acceptability when packed for shipment.

D. The supplier shall pay the full repurchase amount to the dealer not later
than thirty days after receipt of the inventory. If the dealer has any
outstanding debts to the supplier, then the repurchase amount may be credited to
the dealer&#8217;s account.

E. Upon payment of the repurchase amount to the dealer, the title and right of
possession to the repurchased inventory shall transfer to the supplier.
Annually, at the end of each calendar year, or after termination or cancellation
of the agreement, the dealer&#8217;s reserve account for recourse, retail sale,
or lease contracts shall not be debited by a supplier or lender for any
deficiency unless the dealer or the heirs of the dealer have been given at least
seven business days&#8217; notice by certified or registered United States mail,
return receipt requested, of any proposed sale of the equipment financed and an
opportunity to purchase the equipment. The former dealer or the heirs of the
dealer shall be given quarterly status reports on any remaining outstanding
recourse contracts. As the recourse contracts are reduced, any reserve account
funds shall be returned to the dealer or the heirs of the dealer in direct
proportion to the liabilities outstanding.

F. In the event of the death of the dealer or the majority stockholder of a
corporation operating as a dealer, the supplier shall, at the option of the
heir, repurchase the inventory from the heir of the dealer or majority
stockholder as if the supplier had terminated the agreement. The heir shall have
one year from the date of the death of the dealer or majority stockholder to
exercise the heir&#8217;s options under this section. Nothing in this section
shall require the repurchase of any inventory if the heir and the supplier enter
into a new agreement to operate the retail dealership.

G. A supplier shall have ninety days in which to consider and make a
determination upon a request by a family member to enter into a new agreement to
operate the dealership. In the event the supplier determines that the requesting
family member is not acceptable, the supplier shall provide the family member
with a written notice of its determination with the stated reasons for
nonacceptance. This section does not entitle an heir, personal representative,
or family member to operate a dealership without the specific written consent of
the supplier.

H. Notwithstanding the provisions of this section, in the event that a supplier
and a dealer have executed an agreement concerning succession rights prior to
the dealer&#8217;s death, and if the agreement has not been revoked, that
agreement shall be enforced even if it designates someone other than the
surviving spouse or heir of the decedent as the successor.

HISTORY: 2002, c. 898.