First Community Plaza

FIRST COMMUNITY PLAZA

100 North Guadalupe Street , Santa Fe, New Mexico

First Community Bank (First Floor)

Second Floor Hallway

Chelsea Construction (Second Floor)

Switch Beverage (Second Floor)

Chelsea Construction (Second Floor)

Basement

FIRST COMMUNITY PLAZA INTRODUCTION First Community Plaza is a mixed use professional office building located at 100 North Guadalupe Street in downtown Santa Fe, New Mexico, four blocks southwest of the historic Santa Fe Plaza. The building was constructed in 1991-1992 of masonry and steel frame construction and consists of two stories above ground and a full basement. The 33,525 square foot building and on site parking (37 spaces), consisting of both open to the public and secured parking, is located on the primary site of 0.705 acre (30,710 square feet). A secondary site of 0.245 acre (10,672 square feet), defined as Lots 11 and 12, provides paved parking (31 spaces) with controlled access entry and fencing on the opposite side of Water Street from the building. First Community Bank leases the entire ground floor, with two sub-tenancies, and a majority of useable space in the basement. Five professional businesses lease the entire second floor (see subsequent exhibits).

SANTA FE DEMOGRAPHIC INFORMATION POPULATION: Santa Fe County experienced a steady population growth rate of about 2.4% per year compounded since the 1990 census, in large part due to in-migration from outside demographic sources. The growth rate inside the city boundary was at a lower rate of about 1.1% per year since 1990, suggesting most of the growth has shifted to land areas outside the city limits. The impetus behind such movement is a function of limited remaining land within the city limits, as well as more affordable real estate prices outside the original town site. The 2000 Census showed the City of Santa Fe with 62,203 residents, the total urban area with 79,100, and Santa Fe County with 129,292. Population growth in Santa Fe ranks second in New Mexico trailing only Las Cruces.

Another significant component of the local population, which may not register on census counts, would be second home residents who reside in the city part time, but do not claim Santa Fe as their primary place of residence. Second home residents and tourism visitors, which approximate 1 to 1.5 million per year, substantially increase the number of persons influencing local commerce and conditions at any given time during the year.

HOUSING: Housing supply in Santa Fe County as a whole has more than doubled in the last two decades. Within the city limits of Santa Fe, the growth rate in housing is lower, averaging about 1.7% growth per year since the 1990 census. The growth patterns in housing mirror the population patterns of the city and county, with significantly higher growth occurring outside the city limits of Santa Fe.

EMPLOYMENT: Santa Fe County has supported moderate growth in the labor force since the mid-1980’s (60,461 in 1986 to 78,046 in 2005), while at the same time reporting a relatively low unemployment rate (5.5% in 1986 to 3.7% in 2004), representing two to three points below the state average. In terms of percentages, the largest employer in Santa Fe County is the standard classification of Government, comprised of federal, state and local government jobs that for years have been considered the mainstay of the local economy. In recent decades, however, large gains in the work force have been found in retail trade and services, mostly due to the burgeoning tourist industry.

Recent employment hiring in the City of Santa Fe has centered on the construction industry, as well as new businesses locating to the area including discount stores and other regional and national chain retailers. Otherwise, federal, state, county, and municipal jobs, while increasing only moderately, comprise the foundation of the local workforce.

LODGING AND TOURISM: A key measure of the influence of tourism is the performance of the lodging industry. The city posted significant growth in lodging receipts between the late 1980’s and the early 1990’s. As the city gained popularity during this period, new lodging facilities were built to accommodate the demand for hotel rooms. Beginning in the mid-1990’s, tourism visitations to the city began to stabilize. Santa Fe continues to be a renowned visitor destination with inclusion since the early 1990’s, when Santa Fe emerged in the number 1 spot, in Conde Nast’s Top 10 best destination travel locations in the United States, last several years coming in the number 2 to 5 position.

Lodging and Convention Center taxes at 4% have historically augmented the City of Santa Fe’s revenues. Both increased numbers of hotel room occupancies and conventions, coupled with the establishment in 1999 of what was initially 1%, and then became an increasing convention tax component with subsequent increases in the percentage collected for conventions from 1% to 2% in March, 2004 and from 2% to 3% in August, 2004, thereby bringing total lodging and convention taxes to 7%. Gross tax revenues during the period from the early 1990’s until 2005 increased from nearly $3 million to $7.75 million.

CONCLUSIONS: Economic indicators for Santa Fe reveal a growth trend over the past two decades, tied to residential and commercial construction, and local services associated with tourism. Commercial and residential real estate values in the core and most desired periphery areas of the city rose most rapidly as demand increased in conjunction with increasing supply until 2006 and has declined somewhat subsequently. Tourism spending continues to impact the local economy. Modern and well located properties should remain in high demand with real estate values resting on a firm economic base.

NEIGHBORHOOD OVERVIEW The subject neighborhood is a former residential area located on the western fringe of the downtown commercial district, which has in the past three decades seen gradual conversion to commercial uses. The neighborhood is now comprised of a mix of commercial retail, offices, bed and breakfast and hotel facilities. Vacant land within the neighborhood is rare. Building densities in this area are high, as permitted under the Business Capital District sub zones established by the local zoning code and historic district ordinances.

The adjacent historic downtown sector has evolved into retail businesses that target mostly tourists, such as apparel, specialty gifts, jewelry, hotel, restaurant, art gallery, and historic attractions. Many of the large size discount stores have moved out of the area in favor of less expensive outlying locations. With this shift, retail space in the area downsized from large merchandising stores such as J.C. Penny and Sears to specialty retail mini malls and small shops. Aside from retail, downtown Santa Fe is also home to a large volume of public and professional office space. Most City and County offices are located downtown, along with a substantial amount of State, judicial and federal office spaces.

The subject neighborhood is served by all customary public and private utilities. Electricity and natural gas are provided by PNM, sewer and water is provided by the City of Santa Fe, telephone service by Qwest, and trash collection is provided by the City of Santa Fe and/or private contractors. In conclusion, the downtown core and peripheral areas remain in strong demand, with a market driven largely by the local citizenry augmented by tourism.

PROPERTY DESCRIPTION LOCATION: West side of Guadalupe Street, within the Paseo de Peralta loop, four blocks southwest of the Plaza, downtown historic Santa Fe, Santa Fe County, New Mexico. 100 North Guadalupe Street is situated at the northwest corner of Guadalupe and Alameda Streets, with frontage also along West Water Street, a minor connector Street, thus having frontage along three streets – Guadalupe, Alameda, and Water Streets.

SHAPE: Elongated, irregular rectangle.

DIMENSIONS: Guadalupe frontage, +/- 75 feet (no vehicular access), Alameda frontage, +/- 340 feet, Water Street frontage, +/358 feet, Rear alley (West), +/- 78 feet.

TOPOGRAPHY: Essentially level and at grade with surrounding lands. Site graded to allow run off to drain away from building improvements.

SITE SIZE: 0.705 acre (30,710 square feet) FLOOR AREA RATIO: 0.59 based on net leaseable area (excluding storage/mechanical in basement) ACCESS: One curb cut along the north side of Alameda, toward the east end of the site. This curb cut feasibly permits right in/right out only traffic to and from the site. Alameda Street sees fairly significant volumes of local traffic and is one of the main arterials connecting the downtown area to the eastern and western portions of the city. There are two curb cuts along the north side of the property fronting on Water Street, permitting unrestricted access into the main building site parking area. Water Street is a minor connector street with relatively light traffic. There is an alley connecting Water Street to Alameda at the rear of the building where there are three onsite parking spaces. Whereas there is no vehicular access from Guadalupe Street, there is tremendous visibility and a traffic signal at the intersection with Alameda.

ENCROACHMENTS: Several encroachments are noted on the ALTA/ACSM Survey, as well as the title documents. Said encroachments are acknowledged and licensed by the City of Santa Fe or other appropriate entities, and include building, awning and landscape planter encroachments onto sidewalks and other rights-of-way.

ZONING: BCD (Business Capitol District) within the Alameda sub-district. The zoning and criteria for this sub-district sets forth standards that will ensure the continued harmonious uses within the historic area, and providing good buffers between commercial and residential areas. The property also lies within the Core Historic District of downtown Santa Fe. FLOOD ZONE STATUS: According to FEMA Flood Zone Map 350070 0005-C, effective April 2, 1993, the bulk of the subject site lies within Zone A6, a 100 Year Flood Boundary. A small area near the intersection of Guadalupe and Alameda falls within a Zone B, 500 Year Flood Boundary. Recent revisions to the aforementioned map removed these classifications, and the property no longer requires the previously mandated insurance.

ON SITE IMPROVEMENTS: Asphalt paved parking striped for 37 cars with guard booth and control gate, landscape planters, concrete sidewalks around perimeter of building and parking lots, portal along the east and portion of the north side, trash enclosure at rear of building, loading dock on south side near southwest corner of the building.

OFF SITE PARKING DESCRIPTION: Parking surface is paved asphalt with a low height perimeter wall on the south side and wooden latilla pole perimeter fencing on the east, north, and west sides. There are three dry-stack stone planters in the SE, NE, and NW corners with plumbing and electrical stubbed out beneath the surface of the dry rock garden. There is an access control gate at site entrance.

IMPROVEMENT DESCRIPTION

NW corners with plumbing and electrical stubbed out beneath the surface of the dry rock garden. There is an access control gate at site entrance.

IMPROVEMENT DESCRIPTION The main improvement to the site is a two story professional building designed for multi tenant occupancy. The current configuration provides for a bank tenant at the lower level, with a subleased area occupied by a catering kitchen at the rear and a law form on the north side of the building. The second floor is configured for professional offices. The full basement is utilized as storage, bank secure areas and employee break room, and the majority of the mechanical, elevator, and other operating equipment for the building. The building is Pueblo style architecture with broken facades for visual interest, good fenestration and portals.

The foundation is reinforced poured concrete. Basement walls are masonry with 2” rigid polystyrene insulation at exterior. The walls are steel frame and steel stud with stucco exterior finish and masonry walls at stairwells. The floors are reinforced poured concrete slab in the basement and lightweight concrete over steel deck at the first and second floors with carpet, hardwood, and a variety of tile floor coverings. Ceilings are exposed structure and HVAC in basement, with drop acoustical tile and flush-mount fluorescent lights at second floor. Ground floor ceilings are beam or viga with rough-sawn decking, with excellent incandescent and other specialty lighting. Interior walls and partitions are metal studs with painted and textured drywall finish on second floor with hand applied natural mud plaster interior hallway walls. First floor walls are exceptional, high quality portioning with diamond finish plastered walls. Windows are dual glazed metal clad exterior and wood interior. There are one men’s and one women’s restroom on each floor, each containing five to six fixtures with two additional half-baths at basement and two small baths at ground floor. The entire building is fully equipped with sprinklers for fire protection. Electric service is standard commercial grade, and there is an alarm system for the bank space. Lighting consists of good quality recessed cans or other incandescent lighting in the ground floor with a variety elsewhere including tracks, recessed incandescent cans, sconces, light shelves, etc.

Heating and cooling is provided by zoned gas fired boilers with fan coil units and a refrigeration HVAC system. There is a passenger elevator servicing all three floors with dual entry/exit options on the first floor and a freight elevator servicing the basement and ground floor near the loading dock. There are three interior stairwells fully finished and enclosed. Special features are numerous and include extremely high quality finishes in the bank in all aspects with customized teller cages and case work, vaults, built in furniture components, hardwood flooring, high speed data and teleconferencing capabilities, second floor wood balconies, portal, and open deck area accessible from offices, and outside heavy wood viga uprights, timbers and corbels, brick walks, custom outdoor lighting, a pedestrian walk up ATM, and a display case adjacent to Water Street entry.

DISCLAIMERS There are three elements more fully described below that warrant explanation.

First, on the Schedule of Rents associated with the Tenant Roster as of 2/16/07, there are two numbers listed as Total Leaseable Square Feet Per Lease Agreements. The larger number, 28,161.60, was reflected in information received from previous ownership at the time of acquisition by Enchantment Holdings, LLC in 2002. The 27,030.00 number was derived as calculated from professional measurement utilized for other leases. At some future date when the lease for the First Community Bank is being rewritten, the larger number can be changed to reflect the accuracy of the professionally calculated number for consistency. This change in effect thereby creates a slightly higher percentage of leaseable space occupied for this space and its occupant as it pertains to monthly operating and CAM expenses.

Second, the Net Operating Income (NOI) Projected For the Years 2009-2011 page does not reflect as an expense a typical management fee of 3% as an expense item (the 3% management fee that is collected is included, however, as a part of gross income). This expense deduction from gross income is purposely omitted, therefore, due to the fact the property is managed internally by current ownership and is accounted for and paid separately. Current ownership occupies space in the basement (see basement floor plan exhibit with shading), and, at time of closing, will provide a lease to the new owner for an amount equal to 3% of gross rental income, thereby offsetting this management fee expense omission and creating the same net result at the bottom line.

Third, Enchantment Holdings, LLC recently entered into a contract with Fernando Antilles doing business as Los Mayas, a Mexican restaurant across Water Street to generate additional revenue from parking on weekends and evenings to assist the local restaurant and retail trades nearby. There has also been additional income generated from utilizing the open parking lot adjacent to the building for weekend art shows in the late spring, summer, and fall high tourist season.

CONCLUSION Based on the property’s highly visible premier downtown location, its current 100 percent occupancy, the completion of all planned renovation and improvements, showcasing an anchor tenant the stature of First Community Bank, a wholly owned subsidiary of First State Bancorporation (publicly traded on NASDAQ: FSNM, New Mexico’s largest locally managed bank holding company), substantial onsite parking (68 spaces) to accommodate code requirements and tenant needs, the Santa Fe commercial market history of achieving premium values for premier properties, capitalization rates that show tremendous strength and attractiveness in the market in general - all are reasons this property, and the opportunity to own it, are extremely rare and attractive.

PRICE: $8,250,000

ALTA/ACSM SURVEY

FIRST COMMUNITY PLAZA - ELEVATIONS

A FEW GENERAL REQUIREMENTS OF THE BUSINESS CAPITOL DISTRICT ORDINANCE Listed below are abbreviated versions of a few of the general requirements found in the Business Capitol District Ordinance that apply throughout the BCD irrespective of particular subdistricts. For a comprehensive list of all general requirements as well as definitions, the reader should refer to the appendix at the end of the handbook.

PERMITTED USES AND HISTORICAL ZONING (Ordinance Section 14-26.6) , A. All uses permitted in other districts are permitted within the Business Capitol District subject to the provisions of the Business Capitol District Ordinance.

B. In areas encompassed by the boundaries of the historic districts, all provisions of those districts shall apply and control, and where inconsistent with the Business Capitol District provisions, shall supersede and control.

DRIVE-IN USES (Ordinance Section 14-26.7) Drive-in uses shall be located in only the Rosario Boulevard/Northwest Paseo de Peralta, Sandoval/Montezuma, and Cerrillos Road Subdistricts where traffic generated by the use shall not substantially interfere with existing vehicular and pedestrian traffic.

MAXIMUM LAND-USE INTENSITY (Ordinance Section 14-26.8) A. The base-line floor area ratio, (the ratio of gross building floor area to lot area), shall be 2 to 1 except for the Plaza/San Francisco, Alameda, Redevelopment, and Loretto Subdistricts, where the baseli ne floor area shall be 2.5 to 1. A maximum floor area ratio of 3 to 1 is permitted utilizing land-use intensity credits.

B. A land-use intensity credit of up to fifty percent for all floor area in residential use may be granted. The additional floor area granted may be utilized for any permitted use, however floor area granted as a credit is not eligible for any additional credit.

C. Final floor area ratios, including land-use intensity credits, shall be li mited by and subject to infrastructure capacity and townscape subdistrict standards.

D. Existing structures on a legal lot of record where additional development is proposed shall count toward the floor area allowed for the entire parcel.

(See page 3 for example) OFF-STREET PARKING AND LOADING Refer to Ordinance Section 14-26.10 and 14-26.165 in appendix.

For additional information on current parking policies In the BCD, the reader Is advised to consult with the City Zoning Administrator.

SIGNS Refer to Ordinance Section 14-26.13 In appendix.

EXHIBIT "A"

2199363

THE FOLLOWING EXCEPTIONS APPLY TO PROPERTY DESIGNATED 100 NORTH GUADALUPE Easement from Fire Stone Plaza Limited, Co., a New Mexico limited liability company to Sangre de Cristo Water Co., et al, dated October 13, 1994 and recorded in Book 1106 at page 815, records of Santa Fe County, New Mexico.

Declaration of Restrictive Covenant by Santa Fe Properties Partnership No. 3, dated July 2, 1992 and recorded in Book 1146 at page 098, records of Santa Fe County, New Mexico.

THE FOLLOWING EXCEPTIONS APPLY TO PROPERTY DESIGNATED LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS CONKLIN . THE FOLLOWING ARE GENERAL EXCEPTIONS Utility lines and apparatuses thereto located on and crossing subject premises with associated rights of others thereto for maintenance, and all other matters as shown and delineated on plat of survey entitled "ALTA/ACSM SURVEY OF LANDS LOCATED AT 100 N. GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO.." filed for record October 22, 1998 as Document No. 1045-957 in Plat Book 398 at page 004 , records of Santa Fe County, New Mexico. . Terms and provisions of unrecorded leases including but not limited to the following: Sutin, Thayer & Browne a Professional Corporation. . Special Assessments by the City of Santa Fe for garbage disposal and sewer maintenance which, are not yet due and payable. . License Agreement and Release of Liability for Landscape Encroachment within City of Right of Way from the City of Santa Fe to BSF Foundation, a Texas non-profit corporation, dated November 20, 1998 and recorded in Book 1588 at page 408, records of Santa Fe County, New Mexico.

License Agreement and Release of Liability for Awning Encroachment within City Right of Way from the City of Santa Fe to BSF Foundation, a Texas non-profit corporation, dated November 20, 1998 and recorded in Book 1588 at page 413, records of Santa Fe County, New Mexico.

License Agreement and Release of Liability, for Stairway Encroachment within City Right of Way from the City of Santa Fe to BSF, Foundation, a Texas non-profit corporation, dated December 9, 1998 and recorded in Book 1588 at page 418, records of Santa Fe County, New Mexico.

Easement described in Note 8 as shown and delineated on plat of survey entitled "ALTA/ACSM SURVEY OF LANDS LOCATED AT 100 N GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO." filed for record October 22, 1998 as Document No. 1045-957 in Plat Book 398 at page 004, records of Santa Fe County, New Mexico.

LEGAL DESCRIPTION FOR 100 N. GUADALUPE A TRACT OF LAND LOCATED AT 100 NORTH GUADALUPE CITY AND COUNTY OF SANTA FE. NEW MEXICO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF THIS TRACT, A POINT MARKED

BY A CHISILED "X" ON THE SIDEWALK AT THE INTERSECTION OF WATER STREET AND GUADALUPE STREET FROM WHICH A CITY OF SANTA FE MONUMENT (BRASS CAP), ANGLE PT. No. 15. STAMPED "OVUR" BEARS S44'13'34"E, 805.52' DISTANT; THENCE FROM SAID POINT OF BEGINNING S34'46'00"W. ALONG THE WESTERLY R/W LINE OF GUADALUPE STREET 72.95' TO A SET 1/2" REBAR WITH CAP 6998: THENCE ALONG A CURVE TO THE RIGHT WHICH HAS A RADIUS OF 19.00', A CENTRAL ANGLE OF 90'43'38", AN ARC LENGTH OF 30.09' AND A CHORD BEARING AND DISTANCE OF S80'07'30'W, 27.04'. TO A CHISLED "V" ON THE SIDEWALK AT THE INTERSECTION OF GUADALUPE STREET AND WEST ALAMEDA; THENCE ON A CURVE TO THE LEFT, ALONG THE NORTHERLY R/W LINE OF WEST ALAMEDA STREET, WHICH HAS A RADIUS OF 154.58', A CENTRAL ANGLE OF 29'58'04' AN ARC LENGTH OF 80.85' AND A CHORD BEARING AND DISTANCE OF N69'35'30"W, 79.93' TO A CHISELED "X" ON THE NORTHERLY SIDE OF WEST ALAMEDA: THENCE ON A CURVE TO THE RIGHT, ALONG SAID A/W. WHICH HAS A RADIUS OF 142.58'. A CENTRAL ANGLE OF 21'16'02", AN ARC LENGTH OF 52.92' AND A CHORD BEARING AND DISTANCE OF N73'53'00'W, 52.62' TO A CHISELED "X"; THENCE 325'57'13'W. 1.50' TO A CHISELED 'X" ON A CONCRETE SIDEWALK; THENCE N63'25'26"W, 0.73' TO A CHISELED "X" ON A CONCRETE SIDEWALK; THENCE S27'11'00"W, 1.30' TO A CHISELED "X" ON A CONCRETE SIDEWALK; THENCE N60'59'27"W. ALONG THE NORTHERLY RIGHT—OF—WAY LINE OF WEST ALAMEDA, 150.36' TO A CHISELED "X" ON A CONCRETE SIDEWALK: THENCE N62"20'53"W, ALONG SAID R/W LINE, 42.60' TO A 1/2" REBAR WITH CAP No. 6998 BEING THE SOUTHWESTERLY CORNER OF THIS TRACT; THENCE N26'02'00"E, 77.80' TO A 1/2" REBAR WITH CAP No. 6998 BEING THE NORTHWESTERLY CORNER OF THIS TRACT LYING ON THE SOUTHERLY R/W LINE OF WATER STREET; THENCE S67'18'00"E, ALONG SAID R/W. 358.46' TO THE POINT AND PLACE OF BEGINNING. SAID TRACT CONTAINS 0.705 ACRES. MORE OR LESS. AND IS MORE FULLY SHOWN ON A PLAT OF SURVEY ENTITLED "ALTA/ACSM SURVEY OF LANDS LOCATED AT 100 NORTH GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN"

BY MITCHEL K. NOONAN, N.M.P.L.S. No. 6998, DATED SEPTEMBER 23, 1998. HAVING PROJECT No. C-884E.

,.60

Transaction Code 13 74 Date of Policy: August 30, 2002 at 1:02 PM Owner's Policy Schedule A 1992 1. Name of Insured:

File Number 02071447

SCHEDULE A ENCHANTMENT HOLDINGS,LLC Policy No. 0-9701-266047 2. The estate or interest in the land which is covered by this policy is: FEE SIMPLE 3. Title to the estate or interest in the land is vested in: Date of Policy: August 30, 2002 at 1:02 PM ENCHANTMENT HOLDINGS, LLC 1. Name of Insured: 4. The land referred to in this policy is described as follows: ENCHANTMENT HOLDINGS,LLC That tract designated "100 NORTH GUADALUPE" and Lots Eleven (11) and Twelve (12) as shown and or delineated plat survey "ALTAJACSM OF LANDS LOCATED AT 100 N. 2. The estate interest inonthe land whichentitled is covered by this policySURVEY is: GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITYSIMPLE AND COUNTY OF SANTA FE, NEW MEXICO.", filed for record October 22, 1998 as FEE Document No. 1045-957 in Plat Book 398 at page 004, records of Santa Fe County, New Mexico.

3. Title to the estate or interest in the land is vested in: ENCHANTMENT HOLDINGS, LLC 4. The land referred to in this policy is described as follows: That tract designated "100 NORTH GUADALUPE" and Lots Eleven (11) and Twelve (12) as shown and delineated on plat survey entitled "ALTAJACSM SURVEY OF LANDS LOCATED AT 100 N. GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO.", filed for record October 22, 1998 as Document No. 1045-957 in Plat Book 398 at page 004, records of Santa Fe County, New Mexico.

Issued at Santa Fe Abstract Limited THIS POLICY IS INVALID UNLESS THE COVED SHEET AND SCHEDULE B ARE ATTACHED. FORM NO. 1402.90 (1992) ALTA OWNER'S POLICY

Stewart Title Guaranty Company

File Number: 02071447

Policy No.: 0-9701-266047

Owner's Policy Schedule B 1992 S C H E D U L E

B

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Rights or claims of parties in possession not shown by the public records.

2. Easements, or claims of easements, not shown by the public records.

3. Encroachments, overlaps, conflicts in boundary lines, shortages in area, or other matters which would be disclosed by an accurate survey and inspection of the premises.

4. Any lien, claim or right of lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records.

5.

Community property, survivorship, or homestead rights, if any, of an spouse of the insured.

6. Any titles or rights asserted by anyone including, but not limited to, persons, corporations, governments, or other entities, to lands comprising the shores or bottoms of navigable streams, lakes or land beyond the line of the harbor or bulkhead lines established or changed by the United States Government.

7.

Patented mining claims; reservations or exceptions in patents or in acts authorizing the issuance thereof; water rights, claims or title to water.

8.

Taxes or assessments which are not shown as existing liens by the public record.

9.

Taxes for the year 2002 and thereafter, not yet due and payable.

10. THE FOLLOWING EXCEPTIONS APPLY TO PROPERTY DESIGNATED 100 NORTH GUADALUPE Easement from Fire Stone Plaza Limited, Co., a New Mexico limited liability company to Sangre de Cristo Water Co., et al dated October 13, 1994 and recorded in Book 1106 at page 815 records of Santa Fe County, New Mexico.

11.

Declaration of Restrictive Covenant by Santa Fe Properties Partnership No. 3, dated July 2, 1992 and recorded in Book 1146 at page 098, records of Santa Fe County, New Mexico.

12.

THE FOLLOWING EXCEPTIONS APPLY TO PROPERTY DESIGNATED LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS CONKLIN

Stewart Title Guaranty Company 1

""ALTA/ACSM SURVEY OF LANDS LOCATED AT 100 N. GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO.." filed for record October 22, 1998 as Document No. 1045-957 in Plat Book 398 at page 004 , records of Santa Fe County, New Mexico.

14. Terms and provisions of unrecorded leases including but not limited to the following:

File Number: 02071447

Policy No.: 0-9701-266047

Sutin, Thayer & Browne a Professional Corporation.

15. License Agreement and Release of Liability for Landscape Encroachment within City of Right of Way

from the City ARE of Santa Fe to BSFEXCEPTIONS Foundation, a Texas non-profit corporation, dated November 20, 1998 13. THE FOLLOWING GENERAL and recorded in Book 1588 at page 408 records of Santa Fe County, New Mexico.

Utility lines and apparatuses thereto located on and crossing subject premises with associated rights of others 16. License Agreement and of Liability for Awning Encroachment Cityentitled Right of Way from thereto for maintenance, and allRelease other matters as shown and delineated on platwithin of survey the City of Santa Fe to BSF Foundation, a Texas non-profit corporation, dated November 1998 11 and& ""ALTA/ACSM SURVEY OF LANDS LOCATED AT 100 N. GUADALUPE STREET AND20,LOTS recorded in Book 1588 at page 413, records of Santa Fe County, New Mexico.

12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO.." filed for record October 22, 1998 as Document No. 1045-957 in Plat Book 398 at page 004 , 17. License Agreement and Release of Liability for Stairway Encroachment within City Right of Way from records the of Santa County, City ofFe Santa Fe to New BSF, Mexico.

Foundation, a Texas non-profit corporation, dated December 9, 1998 and recorded in Book 1588 at page 418, records of Santa Fe County, New Mexico.

14. Terms and provisions of unrecorded leases including but not limited to the following: 18. Easement described in Note 8 as shown and delineated on plat of survey entitled ""ALTA/ACSM SURVEY OF

Sutin, Thayer Browne a Professional Corporation. STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF LANDS&LOCATED AT 100 N GUADALUPE

CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO."" filed for record October.

1998 as Document No. 1045-957 in Plat 398 at page 004, records of Santa City Fe County, NewofMexico.

15. License22, Agreement and Release of Liability forBook Landscape Encroachment within of Right Way from the City of Santa Fe to BSF Foundation, a Texas non-profit corporation, dated November 20, 1998 and recorded in Book 1588 at page 408 records of Santa Fe County, New Mexico.

16. License Agreement and Release of Liability for Awning Encroachment within City Right of Way from the City of Santa Fe to BSF Foundation, a Texas non-profit corporation, dated November 20, 1998 and recorded in Book 1588 at page 413, records of Santa Fe County, New Mexico.

17. License Agreement and Release of Liability for Stairway Encroachment within City Right of Way from the City of Santa Fe to BSF, Foundation, a Texas non-profit corporation, dated December 9, 1998 and recorded in Book 1588 at page 418, records of Santa Fe County, New Mexico.

18. Easement described in Note 8 as shown and delineated on plat of survey entitled ""ALTA/ACSM SURVEY OF LANDS LOCATED AT 100 N GUADALUPE STREET AND LOTS 11 & 12 OF THE SUBDIVISION OF CARLOS M. CONKLIN, CITY AND COUNTY OF SANTA FE, NEW MEXICO."" filed for record October.

22, 1998 as Document No. 1045-957 in Plat Book 398 at page 004, records of Santa Fe County, New Mexico.

Stewart Title Guaranty Company 2

1146098 DECLARATION

OF

RESTRICTIVE COVENANT SANTA FE PROPERTIES PARTNERSHIP NO. 3, a New Mexico general partnership, is the owner (the "Owner") of the fee simple title in and to the real estate located in the City and County of Santa Fe, State of New Mexico, and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property").

This restrictive covenant shall be for the benefit of the Archdiocese of Santa Fe, a New Mexico corporation sole, which owns the real estate generally known as Our Lady of Guadalupe Church, 417 Ague Fria Street. , City and County of Santa Fe, New Mexico, and which is more particularly described In Exhibit "B" attached hereto and Incorporated herein by reference (the "Church Property").

The Old Guadalupe Church Subdivision was created by the filing on April 22, 1976 'n the office of the Clerk of Santa Fe County, New Mexico ("County Clerk's Office") a plat of su r v e y b y J o h n W . W e s t e n t i t l e d " O l d G u a d a l u p e C h u r c h Subdivision," which plat was recorded as Document No. 387,280 In Book 46, Page 23 (the "Plat"). On May So 1991 Noonan,

entitled

Consolidation

"Old

and

a

Guadalupe

Rapist

for

plat Of' survey by Mitchel K. Church the

Subdivision:

Lot

Roman Catholic Church,

Archdiocese of Santa Fe," was filed In the

1146099 County Clerk's Office as Document No. 736,169 and recorded in Book 018, Page 222 (the "Rapist"). Until the filing of the Replat, Tract "A" of the Plat was the lot on which there were regularly conducted church services, and a certain portion of the Property lay within three hundred feet of said Tract "A" measured in accordance with the provisions of Section 60-68-10 NMSA 1978 (1987 Repl.), which portion of the Property shall hereinafter be referred to as the "Affected Portion of the Property."

The Owner hereby declares that henceforth the Affected.

Portion of the Property shall be subject to, and shall be encumbered by, the following restrictive covenant which shall run in perpetuity with the Affected Portion of the Property, namely: Alcoholic Beverages in unbroken package form for consumption off the licensed premises shall never be sold or served in, from, or •at the Affected Portion of the Property or any part thereof.

Alcoholic Beverages by

the drink or 1n broken packages for consumption on the licensed premises may be sold or served in, from, or at ;the Affected Portion of the Property or any part thereof, provided that such sale or serving shall only occur in connection with the operation

Declaration of Restrictive Covenant - 4120r - Page 2

1146100 of

a

Restaurant.

As

used

herein,

the

term

"Alcoholic Beverages" shall have the meaning set forth in Subsection A of Section 60-3A-3 NMSA (1987

Repl.).

As

used

herein,

the

term

"Restaurant" means any establishment having a New Mexico resident as .a proprietor or manager which is held out to the public as a place where meals are prepared and served primarily for on-premises consumption

to

the

general

public

in

consideration of payment and which has a dining room, a kitchen, and the employees necessary for preparing, cooking, and servingmeals,

which

establishment may, but need not, also provide entertainment as

an additional service for its

customers.

This restrictive covenant may be waived or altered only with the written consent of the Archdiocese of Santa Fe, or its successors and assigns.

Any court of competent jurisdiction shall be empowered to enjoin permanently any breach of this restrictive covenant upo n t he petition of the Archdiocese of Santa Fe or its successors and assigns.

The enforcement of the restrictive covenant contained herein shall be by proceedings at law or in equity against any

Declaration of Restrictive Covenant - 4120r - Page 3

person

or

persons

violating

or

attempting

to

violate

1146101 this

restrictive. covenant, either to enjoin or restrain ..the violation or to recover damages. The failure to enforce this restrictive covenant, or any part thereof, shall not be deemed a waiver of the right to do so thereafter and shall not bar or affect its enforcement.

The Archdiocese of Santa Fe or Its successors or assigns, shall be entitled to recover reasonable attorney's fees in any suit brought to enforce; .the provisions of this ,

Declaration of Restrictive Covenant or to recover damages hereunder, if the Archdiocese is successful in such suit.

IN WITNESS WHEREOF, the undersigned Owner, has caused this Indenture to be executed on the ________ day of _______, 1992.

SANTA FE PROPERTIES PARTNERSHIP NO. 3, a New Mexico General Partnership

BY: ____________________ GERALD P. PETERS, General Partner.