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 at 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 adding to Article I (Definitions) new subsections (j) and (k) as follows:

(j) "Board of Directors" shall mean and refer to that body of individuals elected by the membership to serve as the governing body of the Association.

(k) "Officers" shall mean and refer to those individuals who are elected by the Board of Directors to serve in certain capacities in performing certain duties and functions for the Association's operation.

(2) By adding to Article IV ((Property Rights in the Common Properties) a new Section 3 as follows:

Section 3. Suspension of Privileges. Suspension of a member or tenant's privileges shall be within the sole discretion of the Board of Directors of the Association, when a tenant or member shall fail to pay, within the time prescribed by Article V, Section 8, any and all assessments then due. Should a tenant or member fail to pay within the time prescribed, and the Board suspends privileges as outlined above, the Board shall notify the tenant or member of such suspension by certified mail, return receipt requested.

Reinstatement of said privileges may only occur upon full payment of the delinquent assessment.

Suspension of privileges shall in no way effect or diminish the Association's right to collect the sums due through an action at law, as outlined in Article V, Section 9, hereunder.

(3) The original Section 3 of Article IV (Title to Common Properties) shall remain unchanged but shall be designated as Section 4 of Article IV.

(4) The original Section 4 of Article IV (Extent of Member's Easements) shall remain unchanged, but shall be designated as Section 5 of Article IV.

(5) Article V, Section 1 shall be amended beginning with item number (2) on line 6 to read as follows:

(2) Special Assessments for the purposes set forth in Section 4 of this Article, such assessments to be fixed, established and collected from time to time as hereinafter provided. The annual assessments (as contemplated by Section 3 hereunder), Special Assessments (contained in Section 4 hereunder) and Unmaintained Property Assessments (contained in Section 5 hereunder), together with such interest thereon and costs of collection thereof as hereinafter provided, shall also be a charge and continuing lien on the property against which each such assessment is made. Each such assessment, together with such interest thereon and cost of collection thereof as hereinafter provided shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due. In the case of the co-ownership of a Lot, Type 'A' Family Unit or Type 'B' Family Unit all of such co-owners shall be jointly and severally liable for the entire amount of the assessment.

(6) Article V, Section 2 shall have added as the last sentence of that section the following:

Likewise, the purpose of the Unmaintained Property Assessments shall be used for the purpose as set forth in Section 5 of this Article.

(7) Article V, Section 5 shall be replaced by the following:

Section 5. Unmaintained Property Assessments. In addition to the annual assessments authorized by Section 3 hereof, and Special Assessments authorized by Section 4 hereof, the Association, acting through its Board, may levy an assessment equal to the amount expended by the Board to clean or otherwise maintain property of the owner who allows their property to become unkept, unsightly or unclean as prohibited by Section 4.13 of the "Declarations of Covenants, Restrictions, Limitations and Easements Applicable to Bailiwyck Community."

However, prior to any such Unmaintained Property Assessment being levied against an owner's property, the Association through its Board of Directors, shall notify the lot owner, certified mail, return receipt requested, of the Association's intent to levy the assessment. Shall the maintenance complained of not be accomplished on or prior to fifteen (15) days from the receipt of said notice, the Association, through its Board of Directors, shall have the authority to contract for such maintenance and levy against the lot owner, individually and the property (as contemplated in Section 1 above).

(8) The original Article V, Section 5 (Change in Basis and Maximum of Annual Assessment Upon Merger or Consolidation.) shall remain unchanged but shall be designated as Section 6 of Article V.

(9) The original Article V, Section 6 (Quorum for any Action Authorized; Proxy) shall be designated as Article V, Section 7 and the following added to the existing language:

In the event a quorum, as required above, shall not be met, the meeting shall be adjourned and the same rescheduled, subject to the same notice requirement. At the subsequent meeting a quorum shall be constituted by the presence of (50%) percent of the members necessary to constitute a quorum at the original meeting (i.e. (30%) percent of eligible members).

Any eligible member wishing to vote by proxy shall submit their proxy to the Association's Secretary on or before the opening of the duly called meeting. The proxy shall be in the form as may be adopted by the Board of Directors of the Association.

(10) The original Article V, Section 7 shall be designated as Article V, Section 8 and the third paragraph of this section shall be amended to read as follows:

The due date of any other assessments under Sections 4 and 5 hereof shall be fixed in the resolution authorizing such assessment.

(11) The fifth paragraph of Article V, Section 8 shall be deleted.

(12) Article V, Section 11 (f) shall be amended to read as follows:

(f) On properties owned by a mortgagee as a result of foreclosure or a proceeding in lieu of foreclosure.

(13) Article VI shall be replaced by the following:

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Election of Board of Directors. The membership shall elect, in a manner to be determined by the then existing Board of Directors, a Board of Directors. The Board shall consist of five (5) members, elected from the membership. The terms of each board member shall be for two (2) years. Should a vacancy in a board seat arise, the Board shall fill such vacancy as soon as may be practicable by either the calling of 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, Bookkeeper, Treasurer and Secretary. The Board may establish such other offices as it, from time to time, may deem necessary or appropriate.

Section 2. Duties of Board of Directors. The Board shall carry out their duties as are established for them by the within provisions.

(14) The original Article VI (Architectural Control) shall be designated as Article VII, but the language in the Article itself shall remain unchanged.

(15) The original Article VII (General Provisions) shall be designated as Article VIII, but the language in the Article itself shall remain unchanged.

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 shall remain in full force and effected as therein written.

IN WITNESS WHEREOF, the Bailiwyck Homeowners Association, Inc. has caused by these parties to be executed by ____________________ its President, and attested by __________________ its Secretary on this __________ day of June, 1994.

WITNESS BAILIWYCK HOMEOWNERS ASSOCIATION, INC.

__________________________ BY: ______________________________

President

__________________________ Attest: _______________________

Secretary

 STATE OF SOUTH CAROLINA

PROBATE

COUNTY OF YORK

Personally appeared before me _____________________________ and made oath that he/she saw the within named Bailiwyck Homeowners Association, Inc. by _____________________________, its President, and ___________________, 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 __________________________ witness the execution thereof.

_____________________________________

SWORN to before me this _____ day of June, 1994.

______________________________

Notary Public for S.C.