INVESTMENT OFFERING. Court Ordered Sale! Auction Date November 7, 2017

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1 INVESTMENT OFFERING 500 Market Street Santa Fe, New Mexico, BEN MOHR ASSOCIATE BROKER, BARKER REALTY LLC MAIN S. Guadalupe St., SANTA FE, NM QUALIFYING BROKER: David Barker License #7466 JOHN RANSOM, CCIM, SIOR SR VICE PRESIDENT PRINCIPAL ALBUQUERQUE, NM TIM WITH, CCIM, SIOR SR VICE PRESIDENT PRINCIPAL ALBUQUERQUE, NM Court Ordered Sale! Auction Date November 7, 2017 EXCLUSIVE OFFERING Colliers International and Barker Realty are pleased to present this opportunity to acquire an approximately 59,963 square foot, multi-tenant retail condominium property located in Santa Fe, New Mexico. Constructed in 2008, 500 Market Street ( Market Station ) is situated on a long-term land lease the heart of Santa Fe, New Mexico s North Railyard District, an integrated mixed-use corridor located just south of the historic Santa Fe Plaza. This offering represents a rare opportunity to acquire a unique asset consisting of three (3) condo units (1, 3, & 4) being introduced to the market for sale for the first time. The asset sale has been authorized by the U.S. Bankruptcy Court Trustee.» Rare investment opportunity in historic Santa Fe Railyard District» Marquee anchor tenant, REI (11 years remaining on initial lease Term)» Prime location adjacent to the Railrunner train depot» The centerpiece of a 50-acre master-planned Railyard district» Attractive, modern architecture COLLIERS INTERNATIONAL 5051 Journal Center Blvd. NE, Suite 200 ALBUQUERQUE, NM MAIN QUALIFYING BROKER: John R. Lewinger License #6695 CO-OFFERED BY Ben Mohr Ransom + With Team Market Station Offering Memorandum 2017 Colliers International COLLIERS INTERNATIONAL 1

2 INVESTMENT OFFERING INVESTMENT OVERVIEW Property Summary Market Station is comprised of five (5) condominium units. The subject offering consists of approximately 59,963 square feet (Units 1, 3, & 4), while the balance of the building is owned by the City of Santa Fe (Units 2 & 5) and occupied by the following city offices: the Community Services Department, the Housing and Community Development Department, the Public Works and Transportation Department. The 2-story structure is entitled by the Railyard Master Plan as a zero-lot-line development. It is constructed of steel frame and cast concrete with steel trusses. The design revives Santa Fe s historic Northern New Mexico railroad style architecture. The building has a central chiller and boiler plant which serves the entire building (except REI, which has its own boiler and HVAC). Individual units control their own temperature with separate heat pumps. Each unit has seperately metered electric service. Market Station is currently anchored by Recreational Equipment, Inc. ( REI ), who occupies 46% of the property with 11 years remaining on the initial lease term. Other tenants include Go Wireless, a Verizon Wireless authorized retailer, and Daniella Clothing Jewelry & Accessories. Vacant units within the center represent approximately 30,000 square feet (49%), and include the former space occupied by Flying Star Café. The vacant units provide exceptional opportunities to augment the property s existing cash flow, and are ideal for numerous uses including restaurants, retail, entertainment venues, creative and professional uses, to name a few. The investment offers stable cash flow from an established base of tenants and upside in one of the most recognized locations in all of Santa Fe. The property s exceptional location at the epicenter of the Santa Fe Railyards, proximity to the Railrunner train depot and historic Santa Fe Plaza, truly enhance the value of this landmark property. Highlights Rare investment opportunity in historic Santa Fe Railyard District Prime location adjacent to the Railrunner train depot The centerpiece of a 50-acre master-planned Railyard district Attractive, modern architecture Marquee anchor tenant, REI (11 years remaining on its lease term) Investment Opportunity Anticipated Starting Bid: $11,500,000 Potential Rental Income: Estimated at over $1,300,000 annually. 3 existing leases projected to generate over $717,000 in gross rental income (assumes GoWireless exercises its option to extend). Gross Condominium Area for Sale: +/-59,963 SF Floors: 2 Year built: 2008 Construction: Steel frame and cast concrete with steel trusses Land Lease: 50-year initial term expires September 30, Four (4) renewal options of ten (10) years each. Zoning: Business Capital District (BCD ) Mixed Use / Commercial Focus 500 Market Station Offering Memorandum 2017 Colliers International COLLIERS INTERNATIONAL 3

3 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement ( Agreement ) is agreed to as of the day of 2017 by, on behalf of himself/herself and on behalf of and as agent or representative for any disclosed or undisclosed party or principal (together, Recipient ) and Craig H. Dill ( Trustee ), acting in his capacity as the duly appointed Chapter 11 Trustee in the bankruptcy case captioned In re Railyard Company, LLC, No t11 (the Bankruptcy Case ), currently pending in the United States Bankruptcy Court for the District of New Mexico (the Bankruptcy Court ). WHEREAS, the Recipient desires to evaluate the purchase from the Trustee (a Transaction ) of the real and personal property located at 500 Market Street, Santa Fe, NM owned by Railyard Company, LLC ( Debtor ), the chapter 11 debtor in the Bankruptcy Case; WHEREAS, Recipient wishes to inspect the Property, review and learn information about the Property, and learn about the Debtor and the Debtor's prepetition business activities; and WHEREAS, Trustee considers such inspections and information to be of a secret and proprietary nature and will disclose such information and permit such inspections only under the terms and conditions provided in this Agreement. NOW THEREFORE, for good and valuable consideration, including but not limited to the access to and receipt of Confidential Information and Non-Confidential Information contained herein, the Recipient agrees as follows: 1. Confidential Information. Confidential Information means any and all information disclosed to the Recipient by Trustee or Trustee s employees, agents, consultants, advisors, attorneys, or other representatives of the Trustee ( Trustee Representatives ) in connection with the Property, whether orally, electronically, in writing, observed, obtained or learned by inspection, or otherwise, all of which shall be deemed to be Confidential Information unless the Trustee expressly waives confidentiality in writing. 2. Non-Confidential Information. Notwithstanding the provisions of Paragraph 1, Confidential Information shall not include any information disclosed by the Trustee or Trustee Representatives to the Recipient or Recipient s Representatives to the extent that such information: (a) (b) (c) is in the public domain at the time of disclosure; is known, or becomes known, to the Recipient from a source other than the Trustee or Trustee Representatives, provided that disclosure by such source does not constitute a breach of this Agreement; is independently developed by the Recipient without breaching this Agreement, as evidenced by written records; - 1 -

4 (d) (e) prior to the effective date of this Agreement, was already in possession of the Recipient without obligation of confidentiality; or is approved in writing for public release by the Trustee. Confidential Information shall not be deemed to fall within an exception merely because it is included within or is a part of Non-Confidential Information. 3. Permissible Use of Confidential Information. The Confidential Information shall be used by the Recipient solely for the purpose of evaluating a Transaction and for no other purpose. 4. Non-Disclosure of Confidential Information. Recipient shall not disclose Confidential Information to any third parties, except that Confidential Information may be disclosed to any of the Recipient s affiliates, directors, officers, employees, attorneys, accountants, consultants, legal and financial advisors and agents ( Recipient s Representatives ) who require access to such information in connection with a potential Transaction. Recipient s confidentiality obligations under this Agreement extend to Recipient s Representatives, and Recipient shall be liable for any breach of this Agreement by any of Recipient s Representatives. 5. Non-Disclosure of Negotiations. Offers, counter-offers, discussions, negotiations, and points and terms of discussions and negotiations, between Recipient or Recipient s Representatives and Trustee or Trustee Representatives are Confidential Information. 6. Disclosure Required by Law. Notwithstanding any provisions to the contrary, the Recipient may disclose the Confidential Information without the Trustee s prior written consent to the extent such Confidential Information is legally required to be disclosed by judicial or other governmental action including without limitation, by discovery, subpoena or other legal or administrative process; provided, however, that the Recipient shall give prompt written notice of such judicial or other governmental action to the Trustee and the Trustee shall be afforded the opportunity to exhaust reasonable legal remedies to prevent or limit the scope of any disclosure of the Confidential Information. The Recipient shall not oppose any such action by the Trustee. 7. No Waiver by Trustee. The disclosure of any Confidential Information shall not constitute a waiver by Trustee of any of its rights under this Agreement. No failure or delay by the Trustee in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder 8. No License or Conveyance. This Agreement does not constitute any license or conveyance to the Recipient of any rights relating to the Confidential Information. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for the uses authorized in this Agreement

5 9. Duties After Termination. The termination of this Agreement shall not limit any cause of action or claim arising from Recipient s breach of or failure to perform any duty or obligation under this Agreement. 10. No Duty to Disclose. This Agreement shall not obligate the Trustee to disclose any Confidential Information to the Recipient and any disclosure of Confidential Information shall be at the Trustee s sole discretion. 11. No Warranty; Recipient's Waiver of Claims. The Trustee makes no representation or warranty as to the accuracy or completeness of any Confidential Information. For good and valuable consideration, including this Agreement and the disclosure of Confidential Information, Recipient waives any and all claims against the Bankruptcy Estate, Trustee and Trustee Representatives relating to the accuracy or completeness of any Confidential Information. 12. Return of Confidential Information. Upon the Trustee s written request, the Recipient shall return as promptly as practicable, but in any event within thirty (30) days, all Confidential Information received from the Trustee or Trustee Representatives, including but not limited to all documents, notes, photographs, images, files, digital files, or other information or materials, in any form, with respect to, including or reflecting Confidential Information, along with all copies of such Confidential Information, and all materials derived from such Confidential Information. Alternatively, the Recipient may elect to destroy the Confidential Information within the thirty (30) day time period; provided that the Recipient shall give the Trustee a certificate confirming its action promptly after the destruction is completed. 13. Entire Agreement. This Agreement embodies all of the understandings between the Trustee and the Recipient concerning the subject matter hereof, and merges all prior discussions and writings between and among them. 14. No Assignment by Recipient; Authority; Trustee's Successor is Beneficiary. Recipient may not assign this Agreement without the prior written consent of the Trustee. Recipient warrants and represents that Recipient has actual authority to execute this Agreement on his own behalf and on behalf of and as agent or representative for any disclosed or undisclosed party or principal. This Agreement inures to the benefit of any authorized successor to the Trustee. 15. Remedies. Recipient acknowledges that any disclosure of the Confidential Information will cause irreparable harm to the Bankruptcy Estate and the Trustee. Therefore, the Recipient agrees that if the Recipient fails to abide by the terms of this Agreement, Trustee will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for damages caused by such breach, and to any other remedies provided by applicable law. 16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. The Bankruptcy Court shall have exclusive jurisdiction to hear and determine any matter arising from or under this Agreement

6 17. Facsimile Signatures. Copies and electronic transmissions (including faxes and documents sent via ) of signed copies of this Agreement shall have the same force and effect as a signed original contract. 18. Severability. The provisions of this Agreement are severable, and if any one or more of such provisions is determined to be judicially unenforceable, the remaining provisions shall nevertheless be binding and enforceable. 19. Amendment. This Agreement may be modified or waived only in writing signed by the Trustee and the Recipient expressly modifying or waiving such agreement. This Agreement has been executed on the date set forth below to be effective as of the date first set forth above. RECIPIENT: PROSPECTIVE PURCHASER By: Name: Title: Date: BROKER FOR PROSPECTIVE PURCHASER By: Name: Title: Date: The information contained herein was obtained from sources believed reliable; however, Colliers International makes no guarantees, warranties or representations as to the completeness or accuracy thereof. The presentation of this property is submitted subject to errors, omissions, change of price or conditions prior to sale or lease, or withdrawal without notice