STATE OF SOUTH CAROLINA

AMENDMENTS TO DECLARATIONS OF COVENANTS AND RESTRICTIONS FOR BAILIWYCK COMMUNITY,

COUNTY OF YORK, YORK COUNTY, SOUTH CAROLINA

AND

PROVISIONS OF BAILIWYCK COMMUNITY HOMEOWNERS ASSOCIATION, INC.

WHEREAS, Pleasant Road Development Company, Inc., being the owner of a certain real property development in York County, South Carolina, known as the Bailiwyck Community, placed on the record certain Declarations of Covenants and Restrictions and Provisions for a Homeowners Association by instrument dated February 20, 1987, and recorded in the Office of the Clerk of Court for York County on February 25, 1987 in Book 937 at Page 113, and

WHEREAS, the Homeowners Association, pursuant to Article VII, Section 1 of the aforementioned Restrictions and Provisions may amend same, at any time, by a vote of three-fourths (3/4) of its membership at a duly called meeting of the Association, and

WHEREAS, the Association at a duly called meeting, at which a quorum was present, adopted certain changes and amendments to these Restrictions and Covenants,

NOW THEREFORE, the aforementioned Declarations of Restrictions and Covenants and Provisions of Bailiwyck Community Homeowners Association, Inc. are amended as follows:

1. By amending Article V, Section 8 (Date of Commencement of Annual Assessments) by replacing the existing second paragraph of said Article and Section with the following:

The first annual assessments shall be made for the balance of the calendar year and shall be payable monthly on the first day of each month commencing on the first day of the month fixed for commencement. The assessments for any year after the first year, shall be payable quarterly commencing on the first day of January of said year.

2. By amending Article V, Section 9 (Effect of Non-Payment of Assessment) by replacing the existing language of Section 9 of said Article with the following:

The Personal Obligation of the Owner, the Lien; Remedies of Association. If the assessment or any installment(s) thereof are not paid on the date when due (being the dates specified in Section 8 hereof), then such assessment shall become delinquent and shall, together with interest thereon at the rate of ten (10%) percent per annum from the due date and cost of collection thereof as hereinafter provided, thereupon becomes a charge and continuing lien on the land and all improvements thereon, against which each such assessment is made, in the hands of the then Owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the Owner at the time of the assessment to pay such assessment, however, shall remain his personal obligation to his successors in title unless expressly assumed by them.

If the assessment of any installment thereof is not paid within thirty (30) days after the due date, the Association may bring an action at law against the Owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of the assessment the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided and a reasonable attorney's fee to be fixed by the Court, together with the costs of the action.

3. By amending Article VI, Section 1 (Election of Board of Directors) by replacing the existing Section 1 of said Article with the following:

The members shall elect, in a manner to be determined by the then existing Board of Directors, a Board of Directors. The Board shall consist of seven (7) members, elected from the membership. The term of each Board member shall be two (2) years. Should a vacancy in a Board seat arise, the Board shall fill such vacancy as soon as shall be practicable by either calling a special meeting or by otherwise communicating with the membership. The Board member elected to fill the vacancy shall serve and fill the unexpired term of the Board member which he/she replaces.

At the first meeting following the election of the Board of Directors, the Board shall elect from its membership a President, Treasurer and Secretary. The Board may establish such other offices as it, from time to time, may deem necessary or appropriate.

4. By amending Article VIII, Section 1 (Duration and Amendments) by replacing the existing Section 1 of said Article with the following:

The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, the Developer, or the Owner of any land subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty (20) years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless three-fourths (3/4) of the vote at the annual meeting approves a change in the covenants and restrictions. The covenants may be amended at any time if three-fourths (3/4) of the vote at a duly called meeting of the Association approves the change. Provided, however, that no such agreement to change shall be effective unless made thirty (30) days in advance of the effective date of such change, and unless written notice of the proposed agreement is sent to every Owner of a Lot, Type "A" Family Unit or Type "B" Family Unit and the Company at least thirty (30) days in advance of any action taken.

The aforementioned represents the amendments and modification to the original Declaration of Covenants and Restrictions and Provisions of Bailiwyck Community Homeowners Association, Inc. attached hereto and incorporated herein and are reflected in a complete version of the Declarations indicating the amendments as found in their appropriate location within the document as a whole.

All other restrictions and covenants and provisions as contained in the original Declaration filed in Book 937 at Page 113 and the Amendments thereto filed in Book 1028 at Page 205 shall remain in full force and effect as therein written.

IN WITNESS WHEREOF, the Bailiwyck Homeowners Association, Inc. has caused by these parties to be executed by Robert Halyburton, its President, and attested by Joanna Dillon, its Secretary on this ________ day of December, 1994.

WITNESS BAILIWYCK HOMEOWNERS ASSOCIATION, INC.

 _________________________ BY: _____________________________

President

_________________________ Attest: ________________________

Secretary

STATE OF SOUTH CAROLINA

PROBATE

COUNTY OF YORK

Personally appeared by me Melissa D. Brehm and made oath that he/she saw the within named Bailiwyck homeowners Association, Inc. by Robert Halyburton, its President, and Joanna Dillon, its Secretary, sign, seal and as its act and deed deliver the within written instrument for the uses and purposes therein set forth, and that he/she with Debi M. Treadaway witness the execution thereof.

________________________________

SWORN to before me this ________ day of December, 1994.

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Notary Public for S.C.