NEW MEXICO MILITARY INSTITUTE

Office of the President/Superintendent 101 West College Boulevard Roswell, New Mexico 88201-5173

April 15, 2013 THRU: Mr. James D. Lowe, 1967 JC Executive Director New Mexico Military Institute Alumni Association 101 West College Blvd Roswell, NM 88201 TO: Lieutenant Colonel A.D. Brownfield III, AUS (Ret), 1966 JC President, Board of Directors New Mexico Military Institute Alumni Association 101 West College Blvd Roswell, NM 88201 Dear Lieutenant Colonel Brownfield: New Mexico Military Institute (NMMI) and the NMMI Alumni Association (Association) acknowledge that the Memorandum of Agreement (MOA) between the two above named entities (and the NMMI Foundation) originally signed and dated March 30, 2012 was terminated on April 22, 2013 by NMMI. Under Section 4.5 of the MOA, upon the MOAs termination, the Association no longer was to be provided the working space and services as stated in Section 3.1(a), to be permitted to use the name New Mexico Military Institute or any of the Institutes intellectual property as provided in Section 3.1(c), or to have access to the Database. In exchange for the Association diligently pursuing all efforts timely (a) to complete the audit and tax reporting requirements for the 2011-12 fiscal year, (b) to complete the accounting work for the 2012-13 fiscal year, (c) to identify and begin implementation of the necessary procedures to transfer all alumni affairs to the newly created Alumni Relations Office of NMMI, (d) to develop and commence the implementation of a plan to transfer all funds to the NMMI or the Foundation, as appropriate, depending on the character of the funds, and (e) to initiate and promptly adopt a board resolution necessary for the dissolution of the Association and, thereafter, to initiate the process to hold an election of the membership to vote on the dissolution of the Association, NMMI agrees to delay enforcement of the termination provisions of Section 4.5 and to permit the Association to continue the use of its office space, files, and personnel for a period of time reasonably necessary to effect its obligations herein set forth (forbearance period). During the forbearance period, NMMI and the Association agree, in good faith, to form a working group of nine persons, comprised as follows: (1) the President of the NMMI Board of Regents, (2) the Vice President of the NMMI Alumni Association, (3) the Treasurer/Secretary of the NMMI Alumni Association,(4) the Executive Secretary of the Alumni Association, (5) the Chairman of the Board of the NMMI Foundation, (6) the President of the NMMI Foundation, (7) the NMMI Foundation Development Director, (8)

the Superintendent of NMMI, and (9) the Chief of Staff of NMMI. The working group shall have the mission to develop, more specifically, the plan and process for the orderly transfer of alumni affairs to NMMI, the transfer of funds, to formulate and transmit to all Alumni an explanation of the details of the transition plan utilizing the substance of the draft transition plan submitted to the Associations Board through counsel, and the dissolution of the Association. However, NMMI reserves the right to proceed to enforce the terms of termination if it is determined by NMMI that progress or sufficient progress is not occurring and upon giving the Association 30 days written notice, transmitted electronically to counsel for the Association and to the President of Association. Progress, as that term is used in this forbearance letter, contemplates the immediate initiation by Association board of a good faith effort to conclude the satisfaction of all terms of this forbearance letter by June 30, 2013. NMMI agrees to provide such logistical and personnel assistance to the Association as the Association shall reasonably request in order to facilitate the timely achievement by the Association of the terms of the termination and this forbearance letter. Should you have questions, please direct them first to me personally, and in my absence to David West, NMMI Chief of Staff.