THIS DOCUMENT REPRESENTS COVENANTS AND DECLARATIONS FILED WITH THE CIRCUIT CLERK OF JACKSON COUNTY ILLINOIS THROUGH DECEMBER 9, 2016. THIS COPY HAS NOT BEEN RECORDED WITH THE CIRCUIT CLERK OF JACKSON COUNTY ILLINOIS.

STONE CREEK DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS

THIS DECLARATION (the "Declaration") is made this day of March, 1999,

by T. Richard Mager, not personally but solely as Trustee under Trust Agreement

dated July 10, 1997 and known as Golf Land Trust No. 97-1 (hereinafter referred

to as "Declarant").

PREAMBLES

A.Declarant owns fee simple title to a certain parcel of real estate in the County of Jackson, State of Illinois, legally described in Exhibits "A" and "B" attached hereto and made a part hereof (the

"Property");and

For Recorder's Use Only

B. Declarant and Developer desire to develop a single family residential development for all lots within the development except Lots 1 through 7, both inclusive, and Lots 24 and 25 which are reserved for two family Villa development and except Lots 28 through 36, both inclusive, which are reserved for a Lodge and supporting light commercial uses for the property to be known as Stone Creek (the "Development"); and

C. Declarant is desirous of submitting the Property to the provisions of this Declaration.

NOW, THEREFORE, Declarant hereby declares that the Property is, and shall be held, transferred, sold, conveyed and occupied, subject to the covenants, conditions, restrictions and easements hereinafter set forth.

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ARTICLE 1

Definitions

When used in this Declaration, the following words and terms shall have the following meanings:

1.1. "Association" shall mean and refer to Stone Creek Homeowners Association, an Illinois not-for-profit corporation, its successors and assigns.

1.2. "Board" shall mean and refer to the Board of Directors of the Association. 1.3. "By-Laws" shall mean those by-laws duly enacted by the Association which govern the Association in the form attached hereto as Exhibit "C".

1.4. "Common Area" shall mean all real property owned, to be owned and maintained by the Association for the common use and enjoyment of the Owners. The Common Area shall initially include Lot 28 and the common private roadways as shown on the Subdivision Plats and shall be conveyed to the Association no later than the Turnover Date.

1.5. "Contingency and Replacement Reserve" shall have the meaning set forth in Section 6.4.

1.6. "Declarant" shall mean and refer to T. Richard Mager, not personally but solely as Trustee under a Trust Agreement dated July 10, 1997 and known as Golf Land Trust No. 97-1 and its successors and assigns.

1.7. "Developer" shall mean and refer to the owner or owners, from time to time, of one hundred percent (100%) of the beneficial interest in, to and under the Declarant.

1.8. "Dwelling" shall mean any building located on a Lot and intended for the

shelter and housing of a single family. Dwelling shall include any Improvement attached or adjacent to the Dwelling utilized for storage of personal property, tools and equipment.

1.9. "Estimated Cash Requirement" shall have the meaning set forth in Section 6.3.

1.10. "Golf Course" shall mean land dedicated for use as a golf course adjacent to or near the Property described in this document as Exhibits "A" and "B".

1.11. "Improvement" or "Improvements" shall mean and include Dwellings, any and all buildings, outbuildings, driveways, pedestrian walkways, fences, decks, patios,

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hedges, lawns, sidewalks, planted trees, shrubs, sewage treatment or disposal facilities and all other structures or landscaping improvements of every kind and description.

1.12. "Light Commercial Supporting Uses" shall mean convenience shops which may be located on the property for the convenience and support of owners of the Property when and after plans are approved therefor by the Developer.

1.13. "Lodge" shall mean a facility for the temporary housing of guests visiting the property, the owners or the Golf Course.

1.14. "Lot" shall mean each part of the Property, the size and dimension of which shall be established by the legal description in the Lot Deed conveying such Lot. A Lot may also be established pursuant to the Subdivision Plat or by an instrument in writing executed, acknowledged and recorded by Declarant which designates a part of the Property as a Lot for the purposes of the Declaration. No lot may be subdivided nor created other than as set forth in this section.

1.15. "Lot Deed" shall mean the deed of Declarant conveying a Lot to an Owner.

1.16. "Member" shall mean and refer to every Person who holds membership in the Association and "Members" shall mean and refer to all Persons who hold membership in the Association.

1.17. "Mortgage" shall mean either a mortgage or deed of trust creating a lien against a portion of the Property given to secure an obligation of the Owner of such portion of the Property.

1.18. "Owner" shall mean and refer to the record owner, whether one or more Persons, of fee simple title to any Lot, including owners of Estate Lots who acquire ownership after the effective date hereof, and including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. The term Owner shall not include Developer to the extent of any unsold lots owned by Developer. (As Amended April 2, 2012)

1.19. "Person" or "Persons" shall mean all natural individuals, corporations,

partnerships, trustees or other legal entities capable of holding title to real property.

1.20. "Plans and Specifications" shall have the meaning set forth in Section 4.2.

1.21. "Property" shall mean and refer to the real estate legally described in Exhibits "A" and "B" attached hereto and made a part hereof.

1.22. "Single Family" shall mean one or more persons, each related to the other

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by blood, marriage or adoption, or a group of not more than three persons not all so related, maintaining a common household in a Dwelling.

1.23. "Special Amendment" shall have the meaning set forth in Section 8.7.

1.24. "Subdivision Plat" shall mean the plats of subdivision for Stone Creek as recorded in the Office of the Recorder of Deeds of Jackson County, State of Illinois in Plat Cabinet 2 Slot 87 and Plat Cabinet 2 Slot 87A.

1.25. "Turnover Date" shall have the meaning set forth in Section 5.3. 1.26. "Utilities" shall mean in the broadest sense and without limitation or

exclusion of other services water, sewage, electrical, gas, telecommunications and the like.

1.27. “Villa” shall mean a connected structure housing not more than two (2)

separate families.

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ARTICLE II

Declaration Purposes and Property Subjected to Declaration

2.1 The Declarant desires to provide upon the Property a single-family development for future owners of Lots, except for Lots 29 through 36, both inclusive, and Lots 46 through 48, both inclusive, for the following general purposes: (As Amended March 21, 2003)

(a) The Declarant desires to provide upon the Property, through its planning and layout, the harmonious development of a single-family community by the imposition of the covenants, conditions, restrictions, and easements as hereinafter set forth, for the benefit of the Property and the Owners, except for Lots 29 through 36, both inclusive, and Lots 46 through 48, both inclusive, which are reserved for the development of a Lodge, Cabins, or Light Commercial uses, and Lots 1 through 8, both inclusive, and Lots 24 and 25, which are reserved for Villa development. (As Amended March 21, 2003) (As Amended August 11, 2005)

(b) By the imposition of covenants, conditions and restrictions set forth herein and the reservation of certain powers as herein contained, Declarant intends to provide a plan for development of the Property which is intended to enhance and protect the values of Declarant's single-family residential community.

(c) The Declarant desires to (i) prevent improper use of Lots which may depreciate the value of the Owner's property; (ii) prevent the construction of buildings containing improper or unsuitable materials; (iii) ensure adequate and reasonable development of the Property; (iv) encourage the construction of attractive improvements on the Property; (v) prevent haphazard and inharmonious development; and (vi) in general, provide for the highest quality environment for the Development.

(d) The Declarant desires to provide for the maintenance of the Common Area which shall be owned by the Association and used in common by the Owners of the Property.

(e) The Declarant has designated and will convey to the Association Lot 28 and the private roadways to the Association.

(f) Lots 29 through 36 and Lots 46 through 48, both inclusive are

designated for Lodge, Cabins, and Light Commercial Use, and are reserved by the Developer for those similar purposes. (As Amended March 21, 2003)

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(g) Lots 1 through 7, both inclusive, and Lots 24 and 25 are designated for Villa development and are reserved by the Developer for those purposes. Villa owners shall be jointly and severally responsible and liable for maintenance of sewage treatment or disposal facilities which provide joint service to villas.

2.2. Declarant shall cause to be included in any contract for the sale of the Golf Course in the future a covenant on the part of the Buyer to permit Owners to continue the right to use the Golf Course sewer system for the disposition of effluent from Owner's sand filter or other sewage systems.

2.3. To further the general purposes herein expressed, the Declarant, for itself, its successors and assigns, hereby declares that the Property at all times is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, conditions, restrictions and easements set forth in this Declaration.

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ARTICLE III

General Restrictions

3.1. Lots 9 through 15, both inclusive, Lots 37 through 45, both inclusive, Lots 16 through 23, both inclusive, Lots 26 and 27, and Lots 49 through 53, both inclusive, and Lots 58 through 120, both inclusive, shall be used only for single-family dwellings. Dwellings on Lots 9 through 15, both inclusive, and Lots 37 through 45, both inclusive, shall have a minimum square footage of 1,800 finished square feet, excluding garage, if built on one level and 2,500 finished square feet, excluding garage, if built on multiple levels. Dwellings on Lots 16 through 23, both inclusive, Lots 26 and 27, and Lots 49 through 120, both inclusive, shall have a minimum finished square footage, excluding garage, of 2,400 finished square feet if built on one level and 3,000 finished square feet, excluding garage, if built on multiple levels. Each owner shall maintain his Lot and all Improvements located thereon in a clean, sightly and safe condition, cause the prompt removal of all papers, debris, and refuse therefrom and the removal of snow and ice from all sidewalks, driveways, and similar areas serving said Lot, and comply with all applicable governmental codes, laws, ordinances, orders, decrees, rules, and regulations. No dwelling erected on any residential Lot shall be more than two (2) stories in height (exclusive of basement). Lots 54-57, both inclusive, shall become part of golf course under the management of the golf course operator, provided however, that the use and physical changes to be made to the said lots shall be only set forth in agreement between golf course operator and the homeowners association. Property may be leased at Stone Creek, so long as it is rented for single-family occupancy. The Lot Owner shall be responsible for ensuring compliance with these covenants by any such tenants and the Homeowners Association may bring an action against the Lot Owner for any violations by the tenants. (As Amended March 21, 2003) (As Amended August 11, 2005) (As Amended April 2, 2012) (As Amended November 9, 2012)

3.2. Lots 1 through 8, both inclusive, and Lots 24 and 25 shall be used only for Villas housing not more than two (2) families. Each family unit with in a Villa shall have a minimum square footage of 1,500 square feet and shall be built on one level exclusive of basement. Each Villa owner shall maintain Lot and all improvements located thereon in a clean, sightly and safe condition, cause the prompt removal of all papers, debris and refuse therefrom and the removal of snow and ice from all sidewalks, driveways and other similar areas serving said Villa Lot and comply with all applicable governmental codes, laws, ordinances, orders, decrees, rules and regulations. No dwelling erected on any Villa Lot shall be more than one (1) story in height exclusive of basement. (As Amended August 11, 2005) (As Amended November 9, 2012)

3.3. All Improvements shall be construed in accordance with the Plans and Specifications approved in accordance with the terms and conditions of Article IV and in accordance with all applicable governmental building and zoning codes, laws,

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ordinances, orders, decrees, rules and regulations. If, and to the extent any conflict exists between the terms and conditions of this Declaration and the provisions of any such codes, laws, ordinances, orders, decrees, rules and regulations, then such conflict shall be resolved by the application of the more stringent provision providing the higher or better quality result. No sewage treatment or disposal system shall be erected on any lot until approved by the appropriate governmental authority.

3.4. No noxious or offensive activity shall be carried on, in or upon the Property, nor shall anything be done thereon which may constitute or become an annoyance or nuisance to the Owners. No plants or seeds or other conditions, harboring or breeding infectious plant diseases or noxious insects shall be introduced or suffered to exist upon any part of a Lot. (As Amended March 21, 2003)

3.5. Except as expressly provided herein, no temporary building, outbuilding, trailer, mobile home, recreational vehicle, tent, shack, or other similar Improvement shall be located upon the Lots. This excludes temporary party and children's play tents.

3.6.

i) No Person shall accumulate on a Lot any derelict vehicles, litter, refuse or other unsightly materials. Garbage shall be placed in receptacles and all garbage receptacles shall be properly screened. All unimproved Lots shall be planted with anything other than grass or other vegetation as permitted by the rules and regulation adopted by the Association.

ii) Standards for Landscaping: minimum turf grass and plant

materials. The landscape installation for each lot in Stone Creek shall provide

the following:

(a) Front, side, and rear yards must be seeded or sodded with surf grasses.

(b) Plant material type, minimum size, and transplant type shall be provided for plantings as follows:

a. Deciduous shade trees at least 8 feet high b. Deciduous ornamental trees at least 4 feet high c. Evergreen trees at least 6 feet high d. Deciduous shrubs e. Deciduous shrubs 3" (balled & burlap) or container (dwarf

species) f. Evergreen shrubs 5" (balled & burlap) or container

(standard species) g. Evergreen shrubs 3" (balled. & burlap) or container

(prostrate species) h. Ground cover/perennial 3" pots.

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(c) Each building site shall contain the following minimum amount of plantings: - A minimum total of four (4) trees. - A minimum of twelve (12) shrubs per street frontage located on

each frontage.

(d) It is acceptable for individual homeowners to complete their landscaping plan in part or in total using their own labor.

(e) Modifications to these minimum requirements can be submitted to the landscape committee for approval.

iii) Standards for Landscape Maintenance Property owners are responsible for maintaining lawns and planting areas free of weeds and undesirable overgrowth. Dead trees and shrubs should be replaced or removed. iv) Trash All trash must be placed in hard sided containers suitable for trash pick-up. Trash containers should be stored in enclosed areas until they are placed for trash pick-up. Containers should be replaced in the enclosed area within 12 hours of trash pick-up. v) Timing for Compliance with the Landscape Standards and

Maintenance Homeowners found not to be in compliance with the landscape standards will be allowed six (6) months to comply following notification by the homeowners association. Homeowners found not to be in compliance with landscape maintenance will be given thirty (30) days to comply following notification by the homeowners association. Homeowners have six (6) months to remove dead trees and shrubs. A lot owner or lot purchaser violating this covenant individually or through a contractor may be assessed by the developer or the homeowners association in an amount of not more than ten dollars ($10) per day. (As Amended April 2, 2012)

3.7. Commercial trucks, boats, personal watercraft (e.g. Jet Skis), -terrain vehicles, snowmobiles, motorcycles, recreational vehicles, trailers, motor homes, or other vehicles (other than automobiles) shall at all times be parked in the garage of the Dwelling, and their repair or maintenance shall not be permitted except within the confines of the garage. A homeowner who parks, or allows someone else to park, such vehicles or watercraft outside of the garage for more than 24 hours must obtain a permit from the club house, but in no case, to extend for longer than 30 days. Commercial vehicles of any kind with signage cannot be permanently parked in driveways or on the

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street; they must be parked in the garage. Lawn and garden equipment (lawn mowers, snow blowers, rototillers, rakes, shovels, etc.) shall be kept in the garage OR screened from view by a method approved by the Homeowners Association. Variations and exceptions must be approved by the Homeowners Association. (As Amended March 21, 2003) (As Amended April 2, 2012)

3.8. No animals except customary household pets shall be kept or maintained on any Lot. No animal shall be allowed on any Lot without the permission of the Owner of that Lot. No animal shall be allowed or permitted on any portion of the Property except the Lot of its Owner, unless same shall be under the control of the owner or another person by leash, rope, chain, or other restraining device. The Association shall have authority to seize and impound any animal that becomes a nuisance on the Property and is in violation of this section or the regulations established hereunder. All dogs and cats over six months of age shall have a current rabies inoculation. The breeding of cats or dogs for sale or profit is expressly prohibited. All domesticated household pets shall be under the control of the Owner at all times. Animals prohibited under this section include, but are not limited to, snakes, spiders, pigs, and lizards. (As Amended March 21, 2003)

3.9. Solar panels, ham radio antennae, television antennae, or any other communication antennae or similar devices, should be placed as unobtrusively as possible next to the house, and not in the front yard. Discs should be no greater than 18 inches in diameter. No security lights shall be permitted on any Lot without the approval of the Developer and Homeowners Association. (As Amended March 21, 2003)

3.10. Each Owner shall keep all areas of the Lots designed or intended for the proper drainage or detention of water, including swale lines and ditches, unobstructed and mowed regularly. No trees, plantings, shrubbery, fencing, patios, structures, landscaping treatment or other obstructions shall be planted, placed or allowed to remain in any such areas, and no Owner shall alter the rate or direction of flow of water from any Lot by impounding water, changing grade, blocking or redirecting swales, ditches or drainage areas or otherwise. Each Owner acknowledges, by acceptance of a deed to a Lot, that any and all such drainage or detention areas are for the benefit of the entire Property.

3.11. All driveways providing access from any street to any dwelling or garage area shall be at least eighteen (18) feet in width and be constructed with concrete in dull finish, brick, or asphalt. Any exceptions require approval of the Homeowners Association. (As Amended March 21, 2003) (As Amended April 2, 2012)

3.12. The grade lines shall be in conformity with adjacent Lots and Golf Course and shall not interfere with the drainage from the adjoining Lots or Golf Course on any Lot. Each lot shall have a 40 foot setback requirement for front, back and side lines unless otherwise proved by the Developer. With respect to Lots bordering upon the

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Golf Course or lakes, no structure, fence, wall, or planting shall be erected within 40 feet thereof without the permission of the Developer, it being the intent of this covenant to provide a reasonable view of the Golf Course to all owners of Lots bordering upon the Golf Course and lakes thereon. All fencing shall be black and be constructed of metal or other acceptable composite material, except that chain link fencing is expressly prohibited. Fencing shall be constructed and installed in such a manner so as to minimize the obstruction of views of the Golf Course and Lakes. All fencing requires the approval of the Developer and Homeowners Association, which approval shall not be arbitrarily or capriciously withheld. (As Amended March 21, 2003)

3.13. The owner of any vacant Lot shall cut the weeds and maintain the same in a proper condition.

3.14. Easements for installation and maintenance of utilities, storm sewers and

drainage facilities are reserved as shown on the recorded plats. Within these easements, no structure shall be placed or permitted to be remain which may damage or interfere with the installation and maintenance of utilities or easements. The easement area of each Lot and all improvements in it shall be maintained continuously by the owner of the Lot. An easement is hereby reserved for telephone and electric lines to extend underground which shall be located on the utility easements or on public streets across any property in the subdivision to serve improvements on other properties in the subdivision.

3.15. The topography and finished grade elevation of each home site must be

consistent with the grade line and elevation of the other home sites and the Golf Course. The Developer shall make final approval as to the first floor elevation. (As Amended April 2, 2012)

3.16. No Lot owner shall cut or remove any living tree having a diameter of four (4) inches or more measured to the point twelve (12) inches above the ground without the approval of the Developer.

3.17. No above-ground swimming pools may be installed on any Lot.

3.18. During the course of construction on any Lot, all materials and equipment shall be stored only on the Lot on which construction is underway; debris and waste involved in the construction shall be removed from the premises weekly or be suitably covered. Lightweight debris shall be stored in containers to avoid blowing upon adjacent Lots. No burning of debris shall take place upon the premises. The intent of this covenant is to maintain and preserve a clean and neat appearance and environment in the subdivision at all times. A Lot owner or Lot purchaser violating this covenant individually or through a contractor may be assessed by the Developer and the Homeowners Association in an amount of not more than Ten Dollars ($10.00) per day for violations, if any, occurring after notice is given of any violation. Builder signs must be removed within 30 days of completion of construction. All signs must be

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approved by the Developer and Homeowners Association. (As Amended March 21, 2003)

3.19. No Lot or Owner, Person, firm or corporation shall strip, excavate or otherwise remove soil for sale or for use other than on the premises from which the same shall be taken, except in connection with the construction or alteration of a building on such premises and excavation or grading incidental thereto.

3.20. An Owner must notify the Developer if an Owner's waste water and sewage treatment system is out of order for more than a 24 hour period and promptly and expeditiously take such action as is necessary to put the system of an Owner back in operation, within forty-eight (48) hours.

3.21. Propane tanks shall be placed as unobtrusively as possible,

screened from view, and such placement is subject to approval by the Developer and Homeowners Association. (As Amended March 21, 2003)

3.22. Mailboxes shall consist of a simple wooden post with a black

mailbox. Deviations from this recommendation require approval from the Developer and Homeowners Association. (As Amended March 21, 2003)

3.23. Window Air Conditioners shall be prohibited except in the case of emergency or as a temporary replacement for an inoperable central air conditioning system pending repair of the central air conditioning system, which repairs shall be made as promptly as practical. Window fans shall not protrude from any structures. (As Amended April 2, 2012)

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ARTICLE IV 

Architectural Controls

4.1. No Improvement, whether original or replacement, temporary or permanent,

shall be constructed, place or permitted on any Lot without the approval of the Homeowners Association, obtained in the manner hereinafter set forth. Approvals under this Article shall not be arbitrarily withheld. (As Amended March 21, 2003) (As Amended April 2, 2012)

4.2. In order to secure approval of the Developer and Homeowners Association of any proposed Improvements, the Owner shall submit to Developer and Homeowners Association three (3) complete sets of the following:

(a)The Lot site plan, as prepared by the Owner's architectural designer, showing, among other things, the location and dimensions of all intended improvements

(b)Drawings, plans, and specifications, as prepared by the Owner's architect, of all exterior surfaces, showing elevations and grade, including, without limitations, the color, quality, and type of exterior construction materials.

(c)All such other information the Developer and Homeowners Association may reasonably require to determine the location, scale, design, character, style, and exterior appearance of Owner's intended improvement.

(As Amended March 21, 2003)

4.3. Within thirty (30) days after receipt of the Plans and Specifications and Plan Review Fee, the Homeowners Association and Developer shall notify the Owner in writing whether such Plans and Specifications are approved or disapproved, Any such disapproval shall set forth the reason or reasons for such disapproval and shall list the changes required by the Developer and Homeowners Association. If the Developer and Homeowners Association fail to so approve or disapprove the Plans or Specifications within the said thirty (30) day period, then the Developer's and Homeowners Association's approval shall be conclusively presumed. (As Amended March 21, 2003)

4.4. If the Developer and Homeowners Association shall disapprove all or any

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portion of the Plans and Specifications submitted as aforesaid, the Owner shall revise the Plans and Specifications to incorporate the changes required by the Developer and Homeowners Association and shall deliver three (3) complete sets of revised Plans and Specifications to the Developer and Homeowners Association. The Developer and Homeowners Association shall have thirty (30) days after receipt of said revised Plans and Specifications to determine whether Owner has complied with the Developer's and Homeowners Association's requested changes. If Developer and Homeowners Association fail within said thirty (30) day period to advise the Owner in writing whether it approves or disapproves any such revised Plans and Specifications, then the Developer's and Homeowners Association's approval shall be conclusively presumed. If Developer and Homeowners Association shall disapprove all or any portion of said revised Plans and Specifications, Owner shall revise the Plans and Specifications in the manner set forth in this Section 4.4 until such time as Developer and Homeowners Association shall approve, or be deemed to have approved, said Plans and Specifications. (As Amended March 21, 2003)

4.5. The Owner shall secure the approval of the Developer and Homeowners Association with respect to any material change or revision in any Plans and Specifications approved in accordance with this Article IV in the manner provided in this Article for the approval of Plans and Specifications. (As Amended March 21, 2003)

4.6. No living tree with a diameter of four (4) inches or more shall be cut

down without the permission of the Developer and Homeowners Association. (As Amended March 21, 2003)

4.7. Neither the Homeowners Association, Developer, nor any of their agents,

employees, successors, and assigns, shall be liable in damages to any Owner or to any other person submitting Plans and Specifications to any one or more of them for approval, by reason of the withholding of consent, or by reason of a mistake in judgment, negligence, or nonfeasance arising out of or occurring in connection with the approval or disapproval or failure to approve or disapprove any such Plans and Specifications. (As Amended March 21, 2003)

4.8 Basic design guidelines normally followed: (a) roof pitch of 6:12 (6 inch rise for every 12 inch run) or greater.

Lower slopes are allowed in sections, if majority of roof plan is 6:12 or greater,

(b) 75% of front facing road elevation should be of: wood shakes, stone, brick and/or cementitious stucco wrapping around corners. Wood shakes or siding, cementitious shakes or siding, stone, brick, cementitious stucco and/or vinyl are permitted on remaining elevations,

(c) front porch/entry should be 60 ft2 or greater,

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(d) garage doors may not face or open to the road, (e) alterations of guidelines need approval of the SC_HOA architectural

committee, (f) for homes facing the golf course, guideline (b) is at 25% for that

elevation facing the golf course and (g) duplexs/townhouses should follow all guidelines.

(As Amended December 9, 2016) 4.9 Deleted. (As Amended April 2, 2012)

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ARTICLE V

Homeowner's Association

5.1. The Developer shall form an Illinois not-for-profit corporation to be known as the Stone Creek Homeowner's Association which shall provide for maintenance and operation of the Common Area and in general to maintain and promote the desired character of the Stone Creek Development.

5.2.

(a) The Association shall have a Board of not less than five (5) directors who shall be elected by the Members of the Association at such intervals as the articles of incorporation and By-Laws of the Association shall provide, except (i) that vacancies in the Board occurring between regularly scheduled meetings of the Members may be filled by the Board if so provided by the articles of incorporation or By-Laws and (ii) that the first Board and subsequent Boards (until the Turnover Date) shall be appointed by the Developer. Except for directors of the Board appointed by the Developer, all directors shall be Members of the Association. The Developer may, from time to time, by written notice to the Association, elect to relinquish its rights to appoint any one or more directors and continue to exercise its right to appoint the remaining directors of the Board until the Turnover Date.

(b) The Association shall have such officers as shall be appropriate from time to time, who shall be elected by the Board and who shall manage and conduct the affairs of the Association under the direction of the Board. Except as expressly provided otherwise by the corporate charter or By-Laws, all power and authority to act on behalf of the Association, both pursuant to this Declaration and otherwise, shall be vested in the Board from time to time and its officers under the direction of the Board, and shall not be subject to the approval of the Members. The directors and officers of the Association shall not be liable to the Owners or any others for any mistake of judgment or any acts or omissions made in good faith as such directors or officers.

(c) Every Lot Owner shall be entitled to a ten per cent (10%) discount on golf membership, greens fees, cart fees, cabin rentals, food costs at clubhouse, and on non-sale merchandise in the Pro Shop. These discounts provided herein shall be appurtenant to and may not be separated from ownership of any lot. (As Amended March 21, 2003) (As Amended November 9, 2012)

5.3. The Developer shall, through the Board appointed by it in accordance

with Section 5.2, exercise control over all Association matters, until the first to occur of the following: (a) the date which is twenty (20) years from the date of this Declaration,

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(b) the date of the sale and conveyance of legal title to sixty percent (60%) of all of the Lots to Owners, or (c) the Developer elects voluntarily to turn over to the Members the authority to appoint the Board, which election shall be made by directing the Declarant to execute and record in the Office of the Recorder of Deeds of Jackson County, Illinois an instrument setting forth its intention to so turn over its authority hereunder. The date upon which the authority to appoint the Board passes to the Members is hereinafter referred to as the "Turnover Date." On or prior to the Turnover Date, the Developer shall cause Declarant to convey to the Association, and the Association shall accept, the Common Area to be owned by the Association hereunder and the Association shall maintain the Common Area as required hereunder.

5.4. (a) Every Owner shall be a Member of the Association. Membership

shall be appurtenant to and may not be separated from ownership of any Lot. Nothing herein contained shall be interpreted to exclude Declarant from membership while it or any of its successors in interest owns one or more Lots.

(b) From and after the Turnover Date, each Member shall be entitled to one (1) vote for each Lot owned by him on each matter submitted to a vote of Members; provided, however, that where there is more than one Owner of a Lot, such co-owners of a Lot shall be entitled to one vote.

(c) The area adjacent to the Development, commonly referred to as Estate Lots, which is currently owned by Developer shall become a part of the Stone Creek Development but shall not be subject to any restrictive covenants as to setbacks, architectural controls, square footage requirements, etc. The sole obligation imposed on Estate Lots shall be that each subsequent purchaser of an Estate Lot from the Developer, each subsequent Grantee of Declarant, and each purchaser under any contract for a deed of conveyance pursuant to which said grantee will take title to an Estate Lot shall take title to such Estate Lot subject to the requirement to pay dues and assessments for one Lot to the Stone Creek Homeowners Association as set forth in Section 6.1, and such requirement shall run with the land. All impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person having at any time any interest or estate in said land, and shall inure to the benefit of such person in like manner as though the provisions of this Declaration were recited and stipulated at length in each and every deed of conveyance, or in any mortgage or trust deed or other evidence of obligation, and the rights described in this paragraph or described in any other part of this Declaration shall be sufficient to create and reserve such rights to the respective grantees, mortgagees and trustees of such Estate Lot as fully and completely as though such rights were recited fully and set forth in their entirety in any such documents. (As Amended April 2, 2012)

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5.5. The Association, through the Board, shall have the power and duty to:

(a) Own, maintain and otherwise manage the Common Area and all Improvements thereon and all other property acquired by the Association or which the Association agrees to maintain, including any obligation to maintain any landscaping located in concrete islands, cul-de-sacs and median strips in the dedicated roads or streets which are within the Property and to maintain any signage and lighting located thereon.

(b) Employ a manager or other persons and to contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Association, provided that any contact with a person or firm appointed as a manager or managing agent by Developer shall give the Association the right to terminate without cause or penalty not later than ninety (90) days after the date the initial meeting of the Members of the Association is held as provided in the By-Laws;

(c) Establish and maintain a Contingency and Replacement Reserve in an amount to be determined by the Board;

(d) Maintain, at the expense of the defaulting Owner, all drainage areas and facilities located on the Property in accordance with the reasonable and acceptable engineering requirements of Stone Creek in the event that one or more Owners fail to do so;

(e) Provide for the maintenance of landscaping, signs, monuments, fencing, retaining walls, water systems, lighting and other improvements located at Stone Creek;

(f) At its option, mow, care for, maintain and remove rubbish from any vacant or unimproved portions of the Property and to do any other things necessary or desirable in the judgment of the Board to keep any vacant or unimproved portions of the Property neat in appearance and in good order. The foregoing rights shall not apply to any Lot or other portion of the Property owned by Declarant.

(g) Make such improvements to the Common Area and provide such other facilities and services as may be authorized from time to time by the affirmative vote of two-thirds (2/3) of the Members of the Association who vote, acting in accordance with its articles of incorporation and By-Laws, provided, however, that any such action so authorized shall always be for the express

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purpose of keeping Stone Creek a highly desirable residential community. (As Amended April 2, 2012)

(h) Exercise all other powers and duties vested in or delegated to the Association, and not specifically reserved to the members by this Declaration, the articles of incorporation or the By-Laws.

5.6. The Board shall also have the authority and responsibility to obtain and maintain comprehensive public liability insurance, including liability for injuries to and death of persons, and property damage, in such limits as it shall deem desirable, and workers' compensation insurance, and other liability insurance as it may deem desirable, insuring each Owner, each member, the Association, its officers, the Board, the Declarant, and their respective employees and agents from liability and insuring the officers of the Association and the Board from liability for any good faith actions taken beyond the scope of their respective authority. Such insurance coverage shall include cross liability claims of one or more insured parties against other insured parties by having a severability of interests endorsement. The premiums for such insurance shall be common expenses payable out of the proceeds of the assessments required by and collected in accordance with Article V. The Association shall also have the authority and responsibility to obtain and maintain insurance policies covering the Common Area against loss or damage by fire and such other hazards contained in customary fire and extended coverage, vandalism and malicious mischief endorsements as the Association may deem desirable. The Association shall also have the authority to obtain such other kinds of insurance as the Association shall from time to time deem prudent.

5.7. The Board, officers of the Association and the employees and agents of any of them shall not be liable to the Owners or any other person for any mistake of judgment or for any acts or omissions of any nature whatsoever in their respective positions, except for such acts or omissions found by a court of competent jurisdiction to constitute willful misfeasance, gross negligence or fraud. The Owners shall indemnify, hold harmless, protect and defend the foregoing parties against all claims, suits, losses, damages, costs and expenses, including without limitation, reasonable attorney's fees and amounts paid in reasonable settlement or compromise incurred in connection therewith. The burden of the foregoing indemnity shall be borne by the Owners at the time such loss, damage, cost or expense is incurred in the same proportion as assessments are borne by the Owners as provided in Article VI hereof. To the extent possible, the Board's and Association's liability hereunder and the Owner's indemnification obligation shall be insured by means of appropriate contractual endorsements to the comprehensive general liability insurance policies held from time to time by the Association.

5.8.

(a) Until the Turnover Date, the Developer shall have the rights and powers herein granted to the Association and shall be authorized and

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empowered to exercise all power and authority of the Board.

(b) Until the Turnover Date, Developer shall have the right, but not the obligation, to maintain the Common Area and all signs and monuments located thereon and, in its sole discretion, pay all expenses and costs arising in connection with the Common Area, including, without limitation, the costs of improving and maintaining the Common Area (and any signs and monuments located thereon) and general real estate taxes payable in connection with the Common Area. To the extent that any real property taxes payable after the Turnover Date are attributable to the period prior to the Turnover Date, Developer shall reimburse the Association, on a pro rata basis, for such real property taxes. Declarant shall convey the Common Area to the Association on or before the Turnover Date.

(c) Developer shall be entitled at all times to conduct sales of Lots from the Property and shall have the right, for itself and its agents, employees, guests and invitees, to utilize roads, streets, Common Area and all other portions of the Property, excluding sold Lots, for such purposes until all Lots are sold. Developer may at all times utilize signage, lighting and establish sales offices and model homes as required to conduct its sales and marketing of the Property.

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ARTICLE VI

Assessments

6.1. Each Owner, by taking title to a Lot, shall be deemed to have covenanted and agreed to pay to the Association annual assessments or charges and special assessments for capital improvements and unforeseen expenses, to be collected from time to time as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a lien on the Lot against which each such assessment is made. Each such assessment, together with such interest, costs and reasonable attorneys' fees shall be the personal obligation of the person who was the Owner of such Lot at the time when the assessment fell due. The personal obligation of an Owner shall not pass to his successors in title unless expressly assumed by them.

6.2. The assessments levied by the Association shall be used exclusively for the purpose of promoting the health, safety, and welfare of the residents of the Property and in particular for the improvement and maintenance of the Property, services and facilities devoted to these purposes and related to the use and enjoyment of the Common Area. Such uses shall include, without limitation, the cost of all general real estate taxes, insurance, repair, replacement and maintenance and other charges required or permitted by this Declaration and the cost of those items that the Board shall determine to be necessary or desirable to meet the purposes of the Association, including without limitation the establishment and maintenance of a Contingency and Replacement Reserve. The annual assessments provided for herein shall commence for each Lot on the first day of the month following delivery of a Lot Deed to an Owner.

6.3. Each year on or before November 1, the Board will estimate the total amount of maintenance expenses necessary to pay the cost of wages, materials, taxes, insurance, services, supplies and any other necessary or desirable items which will be required during the ensuing calendar year (January 1-December 31) for services authorized by the Board, together with a reasonable amount necessary to fund the Contingency and Replacement Reserve, and shall, on or before December 1, notify each Owner in writing of the amount of such estimate ("Estimated Cash Requirement"). Such Estimated Cash Requirement shall be prepared on a line-item basis. The Estimated Cash Requirement shall be assessed equally among all of the Owners excluding the Declarant. On or before January 1 of the ensuing fiscal year, each Owner shall be obligated to pay to the Board, or as it may direct, the annual assessment made pursuant to this Section 6.3. On or before the date of the annual meeting of each calendar year, the Board shall furnish to all Owners an itemized accounting of the maintenance expenses for the preceding fiscal year actually incurred and paid, together with a tabulation of the amounts collected from the Owners pursuant to assessments made during such year and showing the net amount over or short of the actual expenditures, plus reserves. The Board shall upon demand at any

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time furnish a certificate in writing signed by an officer or agent of the Association, setting forth whether the assessments on a specified Lot have been paid. Such certificates shall be conclusive evidence of payment or nonpayment of any assessment thereon.

6.4.

(a) The Board shall build up and maintain a reserve for the replacement of capital improvements, other authorized capital expenditures and for unforeseen expenditures (the "Contingency and Replacement Reserve"). Capital improvements and expenditures which may become necessary during the year shall be charged first against the Contingency and Replacement Reserve. Any expenditure from the Contingency and Replacement Reserve having a cost in excess of Ten Thousand Dollars ($10,000.00) shall require the prior approval of the Members holding two-thirds (2/3) of the votes of the Association.

(b) If the Contingency and Replacement Reserve proves inadequate for any reason, including nonpayment of any Owner's assessment, the Board may, at any time, levy a special assessment, which shall be assessed equally among the Owners, excluding the Declarant. The Board shall serve notice of any such special assessment on all such Owners by a statement in writing giving the amount and reasons therefor, and such special assessment shall become effective and fully payable ten (10) days after the delivery or mailing of any such notice of assessment.

(c) Deleted. (As Amended April 2, 2012)

6.5. When the first Board elected by the Members hereunder takes office, it

shall determine the Estimated Cash Requirement for the period commencing on the first day of the month following the Turnover Date and ending on December 31 of the calendar year in which the Turnover Date occurs. The initial Estimated Cash Requirement shall be assessed equally among the Owners, excluding the Declarant.

6.6. The failure or delay of the Board to prepare or serve the Estimated Cash Requirement on any Owner shall not constitute a waiver or release in any manner of any Owner's obligation to pay his share of such Estimated Cash Requirement as herein provided, as and when the Estimated Cash Requirement shall be determined, and, in the absence of the preparation of the Estimated Cash Requirement, the Owner shall continue to pay his share of such Estimated Cash Requirement as herein provided, as and when the Estimated Cash Requirement shall be determined, and, in the absence of the preparation of the Estimated Cash Requirement, the Owner shall continue to pay his share of such Estimated Cash Requirement at the then existing

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annual rate established for the previous calendar year, subject to adjustment at such time as the Estimated Cash Requirement has been prepared and the Owners have been notified thereof.

6.7. The Board shall keep full and correct books of account in chronological order of the receipts and expenditures pertaining to the Common Area, specifying and itemizing the maintenance and repair expenses of the Common Area and any other expenses so incurred. Such records and the vouchers authorizing the payments described therein shall be available for inspection by any Owner or any representative of an Owner duly authorized in writing, or any holder of a Mortgage at such reasonable time or times during normal business hours when requested by an Owner or by the holder of a Mortgage. Upon five (5) days' prior written notice to the Board, any Owner shall be furnished a statement of his account, which statement shall set forth the amount of any unpaid assessments or other charges due and owing from such Owner.

6.8. All funds collected hereunder shall be held and expended for the purposes designated herein, and are hereby held in trust for the benefit, use and account of all Owners. All funds not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.

6.9. Any assessments or other charges which are not paid when due shall be delinquent. If the assessment or charge is not paid within thirty (30) days after the due date, the assessment shall bear interest from and after the due date at the lesser of the rate of twelve percent (12%) per annum or the highest rate allowed by law, and the Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the Owner's Lot, and interest, costs and reasonable attorneys' fees incurred in any such action shall be added to the amount of any such overdue assessment. To the extent permitted by any decision or any statute or law now or hereafter effective, the amount of any delinquent and unpaid charges or assessments, and interest, costs and fees as above provided, shall be and become a lien or charge against the Lot of any such Owner when payable and may be foreclosed by an action brought in the name of the Board as in the case of foreclosure of mortgage liens against real estate. The directors of the Board and their successors in office, acting on behalf of the other Owners, shall have the power to bid in the interest so foreclosed at foreclosure sale, and to acquire and hold, lease, mortgage and convey any interest so acquired. To the fullest extent permitted by law, any court shall be authorized to restrain the defaulting Owner from reacquiring his interest at such foreclosure sale.

6.10. In addition to the rights and remedies set forth in Section 6.9, if any Owner shall default in the payment, when same shall be due, of the aforesaid charges or assessments and said default shall continue for thirty (30) days after written notice to said Owner by the Board, of the amount of unpaid charges or assessments and a

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demand for payment thereof, the Board shall have the right to declare said default a forcible detainer of the Dwelling and shall have the right, on behalf of the other Owners, to enter and take possession of the Dwelling from any defaulting Owner, to put out said Owner, or any occupant or tenant claiming by, through or under said Owner, using such reasonable force as the Board shall deem necessary under the circumstances and, in addition, to exercise any other rights or remedies provided in the Forcible Entry and Detainer Act, Ill. Ann. Stat. Ch. 110, para. 9-101 et seq. (Smith-Hurd 1987).

6.11. The lien of assessments provided for herein shall be subordinate to the lien of any Mortgage now or hereafter placed on the Lots. In the event of the issuance of a deed pursuant to the foreclosure of such prior Mortgage or in lieu of such foreclosure, the grantee of such deed shall take title free and clear of any lien for assessment authorized by this Declaration so long as any such lien shall have arisen prior to the date of recording of any such deed.

6.12.Notwithstanding any other provisions in these Covenants, the Developer shall not be required to pay assessments on any unsold Lots, nor shall Developer be permitted to vote on any Homeowner Association matters on such unsold Lots. (As Amended April 2, 2012)

6.13. The Homeowners Association shall be required to pay the utilities on and maintenance of the streetlights in the main Stone Creek Development, and provided that the Estate Lot Owners pay Association dues shall also pay the utilities and maintenance on the streetlight in the Estate Lots section of the development. There shall be no obligation to pay for or maintain the streetlights in the Estate Lots area unless sufficient dues are paid by the Estate Lot owners for same. The Developer and/or the Golf Course Operator shall be required to pay the utilities on and the maintenance of the clubhouse, parking lot, cabins, and maintenance shed. (As Amended April 2, 2012)

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ARTICLE VII

Easements

7.1. Declarant hereby declares the following non-exclusive easements are hereby created with respect to the Common Area:

(a) Each Owner and their respective guests, invitees and employees shall have a non-exclusive easement for use and enjoyment in and to the Common Area subject to the following: (i) the right of the Association to pass reasonable rules and regulations relating to such use and equipment, (ii) the right of the Association to suspend an Owner's right to use or enjoy such easement for any period during which such Owner may be in violation of this Declaration, (iii) the right of the Association to levy assessments as herein provided, and (iv) any and all rights reserved to Declarant, Developer and the Association as herein provided.

(b) A non-exclusive easement for the installation and maintenance of drainage facilities and utility easements is hereby granted to the Association and reserved by the Declarant over, under, across and through the Common Area. If any such drainage or utility facilities are not installed or if any easements for such purposes are not created with respect to a Lot or any portion thereof prior to delivery of a Lot Deed to an Owner, said Owner hereby grants to the Declarant and the Association a power of attorney to execute and record any such easements with respect to any Lots owned by said Owner for the benefit of the Property. The foregoing power of attorney is hereby coupled with an interest and is therefore irrevocable.

7.2. The Declarant, Developer, Association and any of their respective agents, employees and independent contractors shall have the right to enter upon the Common Area and any Lot to the extent necessary for the purpose of maintaining, repairing and replacing the Common Area and any improvements in, on, under or upon the Common Area as herein provided or for performing any of their respective obligations herein provided. In any such case, the Declarant, Developer, Association or any of their agents, employees or independent contractors shall not be guilty of any trespass.

7.3. The Declarant, Developer and the Association hereby reserve the right to grant easements for ingress, egress, installation, construction, reconstruction, maintenance repair, operation and inspection of utility services over, under, across and through the Common Area as they deem necessary or desirable in order to effectuate the intent of this Declaration.

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ARTICLE VIII

General Provisions

8.1. The covenants and restrictions of this Declaration shall run with the land, and shall inure to the benefit of and be enforceable by the Board, or the Owners of any Lot 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 in the Office of the Recorder of Deeds of Jackson County, Illinois, after which time said covenants shall be automatically extended for successive periods of ten (10) years, subject to amendment as hereinabove provided.

8.2. If and to the extent that any of the covenants would otherwise be unlawful or void for violation of (a) the rule against perpetuities, (b) the rule restricting restraints on alienation, or (c) any other applicable statute or common law rule analogous thereto or otherwise imposing limitations upon the time during which such covenants may be valid, then said covenant shall continue and endure only until the expiration of twenty-one (21) years after the death of the last to survive of the class of persons consisting of all of the lawful descendants of Don Pippins living at the date of this Declaration.

8.3. If at any time or times the Board shall deem it necessary or advisable to rerecord this Declaration or any part hereof in the Office of the Recorder of Deeds of Jackson County, Illinois, in order to avoid the expiration hereof or of any of the covenants or other provisions herein contained under any of the provisions of ch. 110, para. 13-118, et seq. of the Illinois Annotated Statutes presently in force and commonly known as the Marketable Title Act, or any other law or statute of similar purport, it shall submit the matter to a meeting of the Members of the Association called upon not less than ten (10) days' notice, and unless at such meeting at least two-thirds (2/3) of said Members shall vote against such rerecording, the Board shall have, and is hereby granted, power to so rerecord this Declaration or such part thereof, and such rerecording shall be binding upon all Owners of any part of the Property in every way and with all the full force and effect as though such action were taken by each of said Owners and the rerecorded document executed and acknowledged by each of them.

8.4. Each grantee of Declarant by taking title to a Lot, and each purchaser under any contract for a deed of conveyance pursuant to which said grantee will take title, accepts said title subject to all restrictions, conditions, covenants, reservations, liens and charges, and the jurisdiction, rights and powers created or reserved by this Declaration, and all rights, benefits and privileges of every character hereby granted,

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created, reserved or declared, and all impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person having at any time any interest or estate in said land, and shall inure to the benefit of such person in like manner as though the provisions of this Declaration were recited and stipulated at length in each and every deed of conveyance, or in any mortgage or trust deed or other evidence of obligation, and the rights described in this Section 8.4 or described in any other part of this Declaration shall be sufficient to create and reserve such rights to the respective grantees, mortgagees and trustees of such Lot as fully and completely as though such rights were recited fully and set forth in their entirety in any such documents.

8.5. Developer and each Owner from time to time shall have the right jointly and separately to sue for and obtain a prohibitive or mandatory injunction to prevent the breach of, or to enforce the observance of, the covenants and obligations above set forth, or any of them, in addition to the right to bring a legal action for damages. Whenever there shall have been built (or whenever there is being built) on any Lot any Improvement which is and remains in violation of the covenants above set forth, or any of them, for a period of thirty (30) days after delivery of written notice thereof (in the manner provided in Section 8.15 hereof) from Developer or the Association to the Owner of any such Lot, then Developer or the Association shall have, in addition to the foregoing rights, the right to enter upon the property where such violation exists and summarily to abate or remove it at the expense of the Owner, and such entry and abatement or removal shall not be deemed a trespass. In no event shall the failure of Developer and the Owners to enforce any of the covenants or obligations herein provided due to a particular violation be deemed to be a waiver of the right to do so respecting any such violation or any subsequent violation.

8.6. The Owners may modify, amend or supplement in whole or in part any or all of the covenants, obligations and conditions contained in this Declaration and may release all or any part of the Property from all or any part of this Declaration. Any such modification, amendment or supplement may be made effective at any time if at least two-thirds (2/3) of the low owners who attend or vote by proxy at a duly called meeting of the Owners called for the express purpose of voting upon such modification, amendment or supplement. Any such modifications, amendments or supplements shall be effective only if expressed in a written instrument or instruments certified by the Secretary of the Association that the required number of votes had been cast and so long as any original member of Developer, to wit: Jim Keller, Jo Ann Keller, Don Pippins and Denise Pippins, continues to own an interest in Developer and the Developer owns 5 or more lots (based upon the number of lots as of the execution of this Agreement), that the Developer has consented in writing to such change and recorded in the Office of the Recorder of Deeds of Jackson County, Illinois. Notwithstanding the foregoing, the minimum number of votes cast required to effect a recordable change as set forth herein shall be 50% of the Lot Owners eligible to vote. (As Amended April 2, 2012)

8.7. Declarant hereby reserves the right and power to record a special

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amendment (hereinafter the "Special Amendment") to this Declaration at any time and from time to time which amends this Declaration (1) to comply with requirements of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Department of Housing and Urban Development, the Federal Housing Association, the Veterans' Administration, or any other government agency or any other public, quasi-public or private entity which performs (or may in the future perform) functions similar to those currently performed by such entities, (ii) to induce any of such agencies or entities to make, purchase, sell, insure, or guarantee first mortgages encumbering any Lot, or (iii) to correct clerical or typographical errors in this Declaration or any Exhibit hereto or any supplement or amendment thereto. In addition, a Special Amendment shall also be deemed to include, until the Turnover Date, such amendment to this Declaration as Declarant elects to record at any time and from time to time for any other purpose, so long as such amendment will not materially impair the rights of the Owners hereunder or materially increase the expenses to be borne by them hereunder. In furtherance of the foregoing, a power coupled with an interest is hereby reserved and granted to the Declarant to vote in favor of, make, or consent to a Special Amendment on behalf of each Owner as proxy or attorney-in-fact, as the case may be. Said power shall be irrevocable. Each deed, mortgage, trust deed, other evidence of obligation, or other instrument affecting a Lot and the acceptance thereof shall be deemed to be a grant and acknowledgment of, and a consent to the reservation of, the power of the Declarant to vote in favor of, make, execute and record Special Amendments. Subject to the provisions of Section 8.12 hereof, the right of the Declarant to act pursuant to rights reserved or granted under this Section shall terminate at such time as the Declarant no longer holds title to any Lot.

8.8. The provisions of this declaration shall be liberally construed to effectuate the purpose of creating a uniform plan for development for the Property.

8.9. In the event title to any Lot is conveyed to a title holding trust, under the terms of which all powers of management, operation and control of the lot remain vested in the trust beneficiary or beneficiaries, then the beneficiaries thereunder from time to time shall be responsible for payment of all obligations, liens or indebtedness and for the performance of all agreements, covenants, obligations and undertakings chargeable or created under this Declaration against any such Lot. No claim shall be made against any such title holding trustee personally for payment of any lien or, obligation hereunder created and the trustee shall not be obligated to sequester funds or trust property to apply, in whole or in part, against such lien or obligation. The amount of such lien or obligation shall continue to be a charge or lien upon said Lot and the beneficiaries of such trust, notwithstanding any transfers of the beneficial interest of any such trust or any transfers of title to any such Lot.

8.10. All headings set forth herein are intended for convenience only and shall not be given or construed to have any substantive effect on the provisions of this Declaration. The singular shall include the plural wherever the Declaration so requires,

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and the masculine the feminine and neuter and vice versa.

8.11. If a court of competent jurisdiction shall hold invalid or unenforceable any part of this Declaration, such holding shall not impair, invalidate or otherwise affect the remainder of this Declaration which shall remain in full force and effect.

8.12. Notwithstanding anything herein to the contrary, either or both of Declarant and Developer, as Declarant and Developer in their sole discretion may determine, hereby reserve the right to transfer, assign, mortgage or pledge any and all of either's respective privileges, rights, title and interests hereunder, or in the Property, by means of recording an assignment of such with the Office of the Recorder of Deeds of Jackson County, Illinois. Upon such assignment, either or both of Declarant and Developer, as the case may be, shall be relieved from any liability arising from the performance or non-performance of such rights and obligations accruing from and after the recording of such assignment. No such successor assignee of the rights of either or both of Declarant and Developer, as the case may be, shall have or incur any liability for the obligations or acts of any predecessor in interest.

8.13. Developer may, at its sole discretion, from time to time, elect to bring within the scheme of this Declaration certain portions of the property legally described on Exhibit E attached hereto and by this reference made a part hereof (hereinafter referred to as the "Additional Property"). Developer is not obligated in any manner by this Declaration to annex the Additional Property to the Property or to annex any particular tract, or to annex tracts in any particular sequence, or to annex contiguous tracts, it being the intention hereto that Developer may decline to exercise the rights granted in this Section 8.13 or may elect to exercise such rights only to a limited extent. The additions authorized by the following and succeeding provisions of this Section 8.13 shall be made by recording in the Office of the Recorder of Deeds for Jackson County, Illinois, a Supplemental Declaration with respect to the Additional Property, or portion thereof, which shall extend the scheme of this Declaration to the property to be annexed (hereinafter referred to as the "Annexed Property"). Such Supplementary Declaration may contain such complementary additions and modifications of the covenants and restrictions contained in this Declaration as are not inconsistent with the scheme of this Declaration. At such time as the Declarant causes the recording of such Supplementary Declaration or Declarations, then in such event: (a) the provisions of this Declaration applicable to the Common Area located on such Annexed Property, and the rights of Declarant and Developer with respect thereto, and all other rights, easements, covenants, restrictions, burdens, uses and privileges appurtenant to the Common Area shall include and apply to the Common Area as extended by such annexation; (b) every person or entity who shall become an Owner of any Dwelling located in such Annexed Property shall be and become a Member of the Association on the same terms and conditions and subject to the same qualifications and limitations, as those Members who are then Owners of Dwellings located on the Property; (c) Developer and Declarant shall have and enjoy in such Annexed Property all easements and exercise all rights, privileges and

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immunities reserved to them or either of them in this Declaration in the same manner and with the same force and effect as though the term Property as used in this Declaration included such Annexed Property; and (d) in all other respects, all the provisions of this Declaration shall include and apply to such Annexed Property in the same manner and with the same force and effect as though such Annexed Property had been subject to the provisions of this Declaration.

8.14. If the Association fails or refuses to maintain the Common Area in accordance with the terms and conditions of this Declaration, then the Municipality shall so notify and advise the Association in writing. If the Association fails to so maintain the Common Area within sixty (60) days of receipt of said notice by the Association, the Municipality shall be authorized to enter upon the Common Area to correct any deficiencies in the maintenance of the Common Area. The Municipality shall be entitled to record a lien against the Common Area for its costs and expenses in correcting the deficiencies with the Recorder of Deeds of Jackson County, Illinois. Upon the Municipality's receipt of reimbursement for its costs and expenses, the Municipality shall promptly execute, acknowledge and deliver any releases of lien as may be required to release any claim of lien that may have been placed of record.

8.15. Each Owner of a Lot shall file the correct mailing address of such Owner with the Association and shall notify the Association promptly in writing of any subsequent change of address; provided, however, that if any Owner shall fail to so notify the Association, the mailing address for such Owner shall be the street address of the Lot owned by such Owner. The Association shall maintain a file of such addresses. A written or printed notice, deposited in the United States mails, postage prepaid, and addressed to any Owner at the last address filed by such Owner with Declarant shall be sufficient and proper notice to such Owner and shall be deemed delivered on the third (3d) day after deposit in the United States mails.

8.16. THIS DECLARATION is executed by T. Richard Mager, not personally but solely as Trustee for Golf Land No. 97-1, in the exercise of the power and authority conferred upon and vested in it as such Trustee (and T. Richard Mager, not personally but as Trustee of Golf Land Trust No. 97-1, hereby warrants that it possesses full power and authority to execute this instrument), and solely for the purpose of subjecting the Property to the terms of this Declaration. It is expressly understood and agreed by every person, firm, corporation, trust or other entity hereafter claiming any interest under this Declaration that any and all obligations, duties, covenants and agreements of every nature herein set forth by T. Richard Mager, as Trustee as aforesaid, to be kept and performed, if any, are intended to be kept, performed and discharged by the beneficiaries under said Golf Land Trust No. 97-1 or their successors, and not by T. Richard Mager personally, and no personal liability hereunder whatsoever is assumed by nor shall be asserted or enforced against said Trustee, all such liability, if any, being expressly waived; and further, that no duty shall rest upon T. Richard Mager, either personally or as such Trustee, to sequester trust assets, rentals, avails or proceeds of any kind, or otherwise to see to

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the fulfillment or discharge of any obligation, express or implied, arising under the terms of this Declaration.

8.17. In the event of a conflict between the provisions of this paragraph and any other provision of this Declaration with respect to any question of apparent liability or obligation resulting upon said Trustee, the exculpatory provisions hereof shall be controlling.

8.18. The Homeowners Association shall be responsible for collecting and maintaining a road maintenance and security fund to be used in the event that the local taxing, authority fails to maintain roadways to Stone Creek standards. (As Amended April 2, 2012)

8.19. Common areas as described herein shall be established and the Homeowners Association shall assume the responsibilities for maintenance and insurance of these areas. The common areas shall include:

A. An area ten feet on each side of roadways except for those areas mowed as golf course or as homeowner's yards.

B. Stone Creek entrance area and plantings.

In addition, the Homeowners Association and Developer (or golf course operator) shall participate in the maintenance and repair as agreed from time to time of the Fountain on Hole #4. (As Amended April 2, 2012)

IN WITNESS WHEREOF, T. Richard Mager, as Trustee as aforesaid and not individually, has executed this instrument as of the day and year first above written.

T. Richard Mager, Trustee of Golf Land Trust No. 97-1, pursuant to Land Trust Agreement dated __________

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ATTACHMENT #1 AGREEMENT BETWEEN HOA-PIPPINS-KELLER DECEMBER

THIS AGREEMENT entered into between Stone Creek Homeowners Association,

an Illinois Corporation and Don Pippins and James Keller, individually and on behalf of

Stone Creek Golf Course and John S. Rendleman, not personally but solely as Successor

Trustee under Trust Agreement dated July 10, 1997, and known as Golf Land Trust 97-1.

WHEREAS, there is on file in the Recorder’s office of Jackson County, Illinois, a

Stone Creek Declaration of Covenants, Conditions, Restrictions, and Easements dated

March 16, 1999, recorded March 17, 1999, at Book 1013, Page 70 as Document 276002;

(“Covenants”) and

WHEREAS, there have been purported amendments to the said Covenants

subsequently recorded in the Jackson County Recorder’s Office by the Developer and by

the Homeowners Association, all of which the parties agree shall be included in the term

“Covenants”; and

WHEREAS, there is a dispute between the parties as to whether the

above-referenced amendments are effective; and

WHEREAS, there is a dispute as to whether the Turnover date has occurred as

specified in the above described Covenants; and

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WHEREAS, a dispute has arisen between the parties as to their respective rights

and obligations in connection with the Stone Creek development; and

WHEREAS, there are certain changes the parties wish to make to the Covenants;

and

WHEREAS, the parties wish to resolve among themselves all disputes currently

existing between them.

NOW THEREFORE in consideration of the foregoing and ten dollars ($10.00)

and other good and valuable consideration, the receipt and sufficiency of which is

acknowledged, the parties agree as follows:

1. An amendment to the Covenants shall be prepared and recorded to

incorporate the agreements contained herein.

2. The amendment to the Covenants shall be implemented as set forth in para.

6 below.

3. The amendment to the Covenants shall contain the following changes,

additions and deletions:

a. Lots 26 and 27 and lots 29 through 45 of the Stone Creek

Development shall be changed from single family lots and Lot 28’s designation as

a common area to be owned by the Association shall be changed to permit the

construction thereon of Condominiums, Duplexes or such other multi family

residential units as the developer deems appropriate, after consultation with and

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review by the Homeowners Association. Such units shall be of the quality and

condition as will not detract from the values or appearance of the development and

shall be subject to consultation with and review by the Homeowners Association.

Lots 46-48, both inclusive, have been designated and are currently being used as

Cabins. Lots 29-36, both inclusive, shall remain available for light commercial

uses.

b. The owners of such dwelling units as may be developed on Lots 26

through 45, both inclusive, shall be participants in the Stone Creek Homeowners

Association with each dwelling unit being entitled to one (1) vote and the owner(s)

being obligated to pay dues and assessments for one (1) Lot as provided in the

by-laws of the Homeowners Association.

c. Plans for the units to be constructed on Lots 26 through 45, both

inclusive, shall be submitted to Homeowners Association Architecture Committee

for its review and approval to insure compliance with the general appearance and

landscaping of the Stone Creek Development, which approval shall not be

unreasonably withheld. The parties acknowledge that due to the nature of

condominium construction, building setback line, square footage restrictions and

other regulations inconsistent with condominium construction shall not apply to

said lots.

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d. The parties agree that Lots 26 through 45, both inclusive, may be

replatted or reconfigured as may be necessary or desirable to accomplish the

development of condominiums and that any covenant restriction or other

conditions contained in the restrictive covenants which are inconsistent with the

development on Lots 26 through 45, both inclusive, are hereby superseded.

e. Owners of two or more lots that are adjacent shall be assessed

annually for one lot only, so long as there is only one residence built on the lots. If

more than one residence is built on the lots, the Owners shall be assessed for each

such residence.

f. (Note: This will need to be a newly numbered paragraph.)

The house and lot presently owned and resided in by James and Joann

Keller whose common address is 331 Stone Creek Drive, Makanda, Illinois, shall

be platted as part of the Stone Creek Golf Course Development and upon transfer

to a third party, shall thereafter be subject to the Covenants and governed by the

Homeowners Association. All impositions and obligations hereby imposed shall

be deemed and taken to be covenants running with the land, and shall bind any

person having at any time any interest or estate in said land, and shall inure to the

benefit of such person in like manner as though the provisions of this Declaration

were recited and stipulated at length in each and every deed of conveyance, or in

any mortgage or trust deed or other evidence of obligation, and the rights

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described in herein or described in any other part of this Declaration shall be

sufficient to create and reserve such rights to the respective grantees, mortgagees

and trustees of such Lot as fully and completely as though such rights were recited

fully and set forth in their entirety in any such documents.

g. Article 1.18 This Article shall be deleted in its entirety and replaced with:

“Owner” shall mean and refer to the record owner, whether one or more Persons, of fee simple title to any Lot, including owners of Estate Lots who acquire ownership after the effective date hereof, and including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. The term Owner shall not include Developer to the extent of any unsold lots owned by Developer.

h. Article 3.1

Delete every reference to Lots 8 and replace with Lots 9. Add the following language at the end of the paragraph: Property may be leased at Stone Creek, so long as it is rented for single-family occupancy. The Lot Owner shall be responsible for ensuring compliance with these covenants by any such tenants, and the Homeowners Association may bring an action against the Lot Owner for any violations by the tenants.

i. Article 3.2 Delete Lots 1 through 7 and replace with Lots 1 through 8

j. Article 3.6

Delete in its entirety and replace with: i) No Person shall accumulate on a Lot any derelict vehicles, litter, refuse or other unsightly materials. Garbage shall be placed in receptacles and all garbage receptacles shall be properly screened. All unimproved Lots shall not be planted with anything other than

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grass or other vegetation as permitted by the rules and regulation adopted by the Association.

ii) Standards for Landscaping: minimum turf grass and plant

materials. The landscape installation for each lot in Stone Creek shall provide the following:

(a) Front, side, and rear yards must be seeded or sodded with turf

grasses.

(b) Plant material type, minimum size, and transplant type shall be provided for plantings as follows: a. Deciduous shade trees at least 8 feet high. b. Deciduous ornamental trees at least 4 feet high. c. Evergreen trees at least 6 feet high. d. Deciduous shrubs 54” (balled & burlap) (standard species) e. Deciduous shrubs 3” (balled & burlap) or container (dwarf

species) f. Evergreen shrubs 5” (balled & burlap) or container (standard

species) g. Evergreen shrubs 3” (balled & burlap) or container (prostrate

species) h. Ground cover/perennial 3” pots.

(c) Each building site shall contain the following minimum amount of

plantings: - A minimum total of four (4) trees. - A minimum of twelve (12) shrubs per street frontage located on

each frontage.

(d) It is acceptable for individual homeowners to complete their landscaping plan in part or in total using their own labor.

(e) Modifications to these minimum requirements can be submitted to

the landscape committee for approval.

iii) Standards for Landscape Maintenance

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Property owners are responsible for maintaining lawns and planting areas free of weeds and undesirable overgrowth. Dead trees and shrubs should be replaced or removed.

iv) Trash All trash must be placed in hard sided containers suitable for trash pick-up. Trash containers should be stored in enclosed areas until they are placed for trash pick-up. Containers should be replaced in the enclosed area within 12 hours of trash pick-up.

v) Timing for Compliance with the Landscape Standards and

Maintenance: Homeowners found not to be in compliance with the landscape standards will be allowed 6 months to comply following notification by the homeowners association. Homeowners found not to be in compliance with landscape maintenance will be given 30 days to comply following notification by the homeowners association. Homeowners have six (6) months to remove dead trees and shrubs. A lot owner or lot purchaser violating this covenant individually or through a contractor may be assessed by the developer or the homeowners association in an amount of not more than ten dollars ($10) per day.

k. Article 3.7

Delete the last sentence and replace with the following: Lawn and garden equipment (lawn mowers, snow blowers, rototillers, rakes, shovels, etc.) shall be kept in the garage OR screened from view by a method approved by the Homeowners Association. Variations and exceptions must be approved by the Homeowners Association.

l. Article 3.11 Delete in its entirety and replace with:

All driveways providing access from any street to any dwelling or garage area shall be at least 18 feet in width and be constructed with concrete in dull finish, brick, or asphalt. Any exceptions require approval of the Homeowners Association.

m. Article 3.15

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Delete in its entirety and replace with:

The topography and finished grade elevation of each home site must be consistent with the grade line and elevation of the other home sites and the Golf Course. The Developer shall make final approval as to the first floor elevation. n. Article 3.23 (NEW) Window Air Conditioners shall be prohibited except in the case of emergency or as a temporary replacement for an inoperable central air conditioning system pending repair of the central air conditioning system, which repairs shall be made as promptly as practical. Window fans shall not protrude from any structure.

o. Article 4.1

Delete in its entirety and replace with:

No Improvement, whether original or replacement, temporary or permanent, shall be constructed, place or permitted on any Lot without the approval of the Homeowners Association, obtained in the manner hereinafter set forth. Approvals under this Article shall not be arbitrarily withheld.

p. Article 4.8

Delete in its entirety.

q. Article 4.9 Delete in its entirety.

r. Article 5.4 (NEW subpara. (c))

Add a new subparagraph (c):

The area adjacent to the Development, commonly referred to as Estate Lots, which is currently owned by Developer shall become a part of the Stone Creek Development but shall not be subject to any restrictive covenants as to setbacks, architectural controls, square footage requirements, etc. The sole obligation imposed on Estate Lots shall be that each subsequent purchaser of an Estate Lot from the Developer, each subsequent Grantee of Declarant, and each purchaser under any contract for a deed of conveyance pursuant to which said grantee will take title to an Estate Lot shall take title to such Estate Lot subject to the requirement to pay dues and assessments

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for one Lot to the Stone Creek Homeowners Association as set forth in Section 6.1, and such requirement shall run with the land. All impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person having at any time any interest or estate in said land, and shall inure to the benefit of such person in like manner as though the provisions of this Declaration were recited and stipulated at length in each and every deed of conveyance, or in any mortgage or trust deed or other evidence of obligation, and the rights described in this paragraph or described in any other part of this Declaration shall be sufficient to create and reserve such rights to the respective grantees, mortgagees and trustees of such Estate Lot as fully and completely as though such rights were recited fully and set forth in their entirety in any such documents. s. Article 5.5

Delete subparagraph (g) in its entirety and replace with:

Make such improvements to the Common Area and provide such other facilities and services as may be authorized from time to time by the affirmative vote of two-thirds (2/3) of the Members of the Association who vote, acting in accordance with its articles of incorporation and By-Laws, provided, however, that any such action so authorized shall always be for the express purpose of keeping Stone Creek a highly desirable residential community.

t. Article 6.4

Delete subparagraph (c) in its entirety.

u. Article 6.12 (NEW) Notwithstanding any other provisions in these Covenants, the Developer shall not be required to pay assessments on any unsold Lots, nor shall Developer be permitted to vote on any Homeowner Association matters on such unsold Lots.

v. Article 6.13 (NEW) The Homeowners Association shall be required to pay the utilities on and maintenance of the streetlights in the main Stone Creek Development, and provided that the Estate Lot Owners pay Association dues shall also pay the utilities and maintenance on the streetlights in the Estate Lots section of the Development. There shall no obligation to pay for or maintain the streetlights in the Estate Lots area unless sufficient dues are paid by the

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Estate Lot owners for same. The Developer and/or the Golf Course Operator shall be required to pay the utilities on and the maintenance of the clubhouse, parking lot, cabins, and maintenance shed.

w. Article 8.6

Delete in its entirety and replace with:

The Owners may modify, amend or supplement in whole or in part any or all of the covenants, obligations and conditions contained in this Declaration and may release all or any part of the Property from all or any part of this Declaration. Any such modification, amendment or supplement may be made effective at any time if at least two-thirds (2/3) of the Lot Owners who attend or vote by proxy at a duly called meeting of the Owners called for the express purpose of voting upon such modification, amendment or supplement. Any such modifications, amendments or supplements shall be effective only if expressed in a written instrument or instruments certified by the Secretary of the Association that the required number of votes had been cast and so long as any original member of Developer, to wit: Jim Keller, Jo Ann Keller, Don Pippins and Denise Pippins, continues to own an interest in Developer and the Developer owns 50 percent or more lots that the original Developer has consented in writing to such change and recorded in the Office of the Recorder of Deeds of Jackson County, Illinois. Notwithstanding the foregoing, the minimum number of votes cast required to effect a recordable change as set forth herein shall be 50% of the Lot Owners eligible to vote. x. (Note: This will need to be a newly numbered paragraph.) The Homeowners Association shall be responsible for collecting and maintaining a road maintenance and security fund to be used in the event that the local taxing authority fails to maintain roadways to Stone Creek standards.

y. (Note: This will need to be a newly numbered paragraph.) Common areas as described herein shall be established and the Homeowners Association shall assume the responsibilities for maintenance and insurance of these areas. The common areas shall include:

A. An area ten feet on each side of roadways except for those areas mowed as golf course or as homeowner’s yards.

B. Stone Creek entrance area and plantings.

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In addition, the Homeowners Association and Developer (or golf course operator) shall participate in the maintenance and repair as agreed from time to time of the Fountain on Hole #4.

z. All Lots listed “For Sale” must be maintained in a master list at the Clubhouse. Developer and/or golf course operator shall, at its cost, erect and maintain a master sales information sign near the entrance notifying prospective purchasers that information regarding Lot sales is available at the Clubhouse. Developer and/or golf course operator shall, in consultation with the Homeowners Association, create a standard sign for posting on those Lots which are for sale which directs inquiry to the master list at the Clubhouse. The cost of the Lot sign shall be the responsibility of the selling Lot owner. The Developer and/or golf course operator shall make a suitable area in the Clubhouse available for posting of such master list. No non-conforming “For Sale” sign may be posted on any Lot without the express written permission of the Homeowners Association. aa. Lots 54, 55, 56, and 57. The parties agree that Lots 54, 55, 56 and 57 are no longer restricted to residential use but may be used by the Developer and/or golf course operator for golf course purposes, which can include but are not limited to additional clubhouse/pro shop facilities, driving range, golf hole layout or any other use consistent with the operation of the golf course.

4. On or before December 31, 2011, or such other date as the parties may agree,

at the Developer’s sole cost, the Developer shall be responsible for maintaining

(including ice and snow removal) and upgrading the roads within the

Development to a standard suitable for dedication to and acceptance by the

Village and/or Township of Makanda, Illinois, and the parties shall cooperate

to see that such dedication takes place.

5. The Homeowners Association shall establish its annual dues through its Board,

consistent with the operational needs of the Homeowners Association.

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6. The Homeowners Association shall endeavor to have the amendments to the

Covenants set forth herein approved by the Members at a meeting duly called

for such purpose. If approved, such Amendments shall be binding upon the

Developer, all Members of the Association and all Lot owners. Regardless of

the outcome of such vote of the Members of the Association, and

notwithstanding the foregoing, the parties acknowledge and agree that the

Amendments to the Covenants set forth herein may be adopted by use of the

special power of amendment contained in Article 8.7 of the Covenants, and

such Amendments shall be binding upon the Developer, all Members of the

Association and all Lot owners.

7. The parties further agree that upon the recording of the amendment as

contemplated herein (whether by use of the special power of amendment or

upon approval by the Members of the Association), that the Developer shall be

deemed to and hereby elects voluntarily to turn over to the members of the

Homeowners Association the authority to appoint a Board and Developer shall

execute and record in the office of the Recorder of Deeds in Jackson County,

Illinois an instrument setting forth its intention to so turn over its authority

hereunder.

8. By execution of this agreement, the parties agree that the Turnover date will

have occurred and except as otherwise provided for herein, in connection

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therewith the Homeowners Association shall be obligated to maintain the

common areas defined by paragraph 1.4 of the covenants, which shall now

only include common private roadways as shown by the subdivision and the

area between the roadways and the Lots in the Stone Creek Development as

required by the Covenants. It is expressly acknowledged that the Homeowners

Association shall not have any obligation to maintain any portion of the golf

course, clubhouse or unsold Lots owned by Developer, which shall remain the

sole responsibility of the Developer and/or any successor owner/operator of the

golf course and clubhouse.

9. The parties agree to execute separate Memoranda of Understanding or Side

Agreements as needed to confirm certain arrangements which are not amenable

to inclusion in the amended Covenants to be recorded.

10. Spec homes owned by the Developer are not to be assessed Homeowners

Association dues unless the homes are occupied, after which they shall be

governed by and assessed dues by the Homeowners Association.

11. Execution of this Agreement shall constitute a general release and covenant not

to sue of all claims and liabilities relating to matters contained in this or any

previously recorded covenant by the parties hereto as to any claim existing as

of the date of its execution/ratification, except for issues related to enforcement

of its terms as specifically set forth herein.

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12. This agreement may be executed in any number of counterparts all of which

when taken together shall constitute but one single binding agreement.

13. Except as otherwise provided herein, this agreement shall be binding on the

parties hereto, their heirs, successors and assigns and all persons and entities in

privity with said parties.

14. This document shall control notwithstanding any language contained in any

prior covenant or special amendment.

15. Upon approval of this agreement, this document may be recorded to reflect and

shall constitute the Amendments to the covenants set forth herein.

Stone Creek Homeowners Association

___________________________ John Phelps, President Attest: ______________________

Roberta Minish-____________________, Secretary

Stone Creek Golf Course

__________________________ Don Pippins __________________________ James Keller ____________________________

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John S. Rendleman, not individually, But as Trustee aforesaid

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ATTACHMENT #2 AGREEMENT BETWEEN HOA AND DSGP, LLC., JULY, 2015

STONE CREEK HOMEOWNERS / DSGP AGREEMENT

In consideration of the mutual covenants and promises contained herein, it is expressly agreed and understood by and between Stone Creek Homeowners Association (hereafter the Association) and DSGP, LLC (hereafter DSGP) as follows:

1. Fund for Improvements: The Association shall make available funds in an amount up to $200,000.00 for the purpose of defraying costs incurred by DSGP which are necessary and appropriate to rehabilitate the Stone Creek Golf Course. Said funds shall be available for distribution within sixty (60) days of the date DSGP closes on the property, subject to the annual and other limitations stated elsewhere in this Agreement. Commitment of such funds will be represented by an agreement between the Association and a financial institution.

2. Purposes: The fund may only be used for limited purposes, including but

not limited to restoring greens and fairways, repair of the irrigation system, repair and configuration of bunkers, repair of golf cart paths, and general golf course restoration and improvement.

3. DSGP Investment: A dollar for dollar match will be made by DSGP for

the purposes stated above. For every dollar spent from the fund, DSGP will spend an equal amount for the purposes outlined in Paragraph 2, above. Evidence of such match will be submitted to the Association in advance of distribution of Association funds to DSGP.

4. Expenses: Communication between the parties shall occur prior to any

withdrawals from the fund. Prior to commencing a project or projects, DSGP will submit a work list to the Advisory Board of the Association and if necessary, a meeting will be arranged. DSGP will submit bids, estimates and other information to the Golf Committee and Advisory Board for review and approval. The cost of the improvement will be totaled. The Association will pay one-half of that figure and DSGP will pay one-half of that figure. By way of illustration only, a DSGP proposal may consist of the following:

Spraying fairways: A. Chemicals: $3,500.00 B. Labor: $350.00 C. Gas: $50.00 D. Rental of spraying equipment: $350.00

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Total: $4,250.00

In the illustration, the Stone Creek Board would, upon the recommendation of the Golf Committee and approval of a majority of the Board’s membership issue a check to DSGP in the amount of $2,125.00, and DSGP would likewise tender receipts / records verifying its expenditure of $2,125.00 toward the project. DSGP will verify after the completion of a project the exact cost of the improvement to the Advisory Committee.

5. Cap upon Distributions: No more than $100,000.00 of Stone Creek

funds may be used by DSGP in any twelve month period without prior approval of the full Board of Directors of the Homeowners Association. Such approval shall not be unreasonably withheld.

6. Duties of DSGP:

A. Maintain an area 10 feet on each side of the roadways located within Stone Creek Development, except those areas mowed as part of homeowner’s yards.

B. Maintain the fountains adjacent to holes #4 and #10, and waterfall in good and operating condition.

C. Maintain the entryway to Stone Creek Development at a high level, including regular mowing, planting and maintenance of flowers and plants at the entryway to the development from U.S. Highway 51.

D. To remit annually by December 31 of each year an amount to the homeowner’s treasurer not to exceed $5,000.00 for deposit in the Association Road Fund. The amount shall be equal to 1% of gross revenues from all golf course and club house activities and cabin rentals between $500,000.00 and $1,000,000.00 for the previous twelve months.

E. Each Association member shall receive a 20% discount on golf related charges, which shall be defined as greens fees, cart rentals, lessons, golf apparel and other similar charges, and on cabin rentals. A 10% discount will be made available to Association members on food and beverage sold by DSGP.

F. Snow Removal: DSGP will assist the Homeowners Association with snow removal from Stone Creek public roads, if necessary, on an equal basis with the Association. Such assistance will be that which is necessary, above and beyond any services provided by local government entities and may be made by in-kind services or payment for contracted snow removal services. Contributions by DSGP shall not exceed $2,000.00 in any single calendar year.

7. Premium Memberships. DSGP shall allow the Association to sell five

Premium Memberships in the amount of $25,000.00 each. The Association shall remit $10,000.00 per such membership sold to DSGP, and DSGP is free to utilize this money

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as it deems appropriate for golf course improvements/maintenance/labor/operating expenses. DSGP shall honor the terms and conditions of the Premium Memberships and shall afford full credit to any preferred rights the Premium super membership holders may have. Terms of the Premium Memberships are specified in Attachment Membership #1.

8. Building Requirements and Covenants. There are currently in place

covenants that pertain to the building size, location, and materials to be used in connection with the building of new homes. Those Restrictive Covenants shall remain in full force and effect for the remaining 58 lots in the subdivisions as previously platted, unless changed by a majority vote of the full home/lot owner membership. The parties recognize that DSGP has additional land which may be developed in the future. DSGP agrees to set and enforce appropriate Covenants regarding building plans, building and lot size, building materials, etc. that are appropriate for an upscale golf community and similar in effect to the existing covenants for the existing 58 lots. This means that future buildings and houses, which may include condominiums and townhomes, will be in harmony with the existing homes.

9. Advisory Board and Golf Committee.

A. The Stone Creek Board of Directors shall serve as an Advisory Board to advise DSGP on golf operations and further development of Stone Creek. The Advisory Board is free to solicit information and advice from the Homeowners at large and from other sources. DSGP shall communicate and conduct business only with the Advisory Board as it relates to further development of Stone Creek. When functioning as the Advisory Board, the Stone Creek Board of Directors will invite the leadership of DSGP to each meeting for questions and comments. The Stone Creek Board of Directors will make minutes of its meetings available to Stone Creek Homeowners and to the DSGP leadership.

B. Golf Committee. The Stone Creek Board of Directors shall appoint a Golf Committee to advise DSGP on matters relating directly to golf play and the golf course. The Golf Committee shall consist of not less than three members, one of whom shall be a member of the Board of Directors and who shall serve as Chair. The Golf Committee’s responsibilities include recommending the expenditure of funds authorized in Articles 2, 3, 4 and 5, above. The Golf Committee will make expenditure recommendations to the Stone Creek Board of Directors. The Board will make good faith efforts to respond to such requests within three business days of receipt.

10. Term of the Agreement. This agreement shall be in force and binding

on the parties, their agents, and assignees for a period of five years from the date of initial approval, except that provisions related to Premium Memberships shall be in force for a period of five years from the first day that play is open and available to the public. This Agreement will continue in force after the initial expiration date unless 90 days

49

notice of intent not to continue is given in writing by either party.

11. Dispute Resolution. In the event of a dispute between the parties which cannot be resolved by mutual agreement, the parties agree to resolve said dispute by submitting said dispute to binding impartial arbitration, without resort to Courts of law. The parties shall share the cost of the arbitrator. The parties shall select one arbitrator who is impartial and acceptable to both parties. The arbitrator shall be licensed by the State of Illinois for dispute resolution. The parties agree to be bound by the decision of the arbitrator. The arbitrators guiding principal shall be what is in the best interests of the Stone Creek community as a whole.

Dated and approved this _____ day of July, 2015.

DSGP, L.L.C. By:______________________________________ TIM CHRZAN – MANAGER AND PRESIDENT

STONE CREEK HOMEOWNERS ASSOCATION

By:______________________________________ TOM BRITTON – PRESIDENT

By: ______________________________________ OFFICER, STONE CREEK HOMEOWNERS ASSOCIATION

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ATTACHMENT #1 In accordance with Article 7 of the Agreement, the following shall be Premium Membership benefits* for a period of five years: • Pre-paid SCHA membership dues • Unlimited Golf /Cart usage • Unlimited Range balls • 6 golf lessons per year at no cost (up to 4 people per lesson) • Discounted rates on all other Golf Performance Center services • Discounts of 20% on golf soft and hard goods (subject to limitations per agreements with

some licensed vendors) • Cabin Rental Special Rates ($80/night single bed-room, $105 / night 2 bed-room) • Priority Scheduling on Tee Times and facility use • 10% discount on food and beverage at clubhouse • Discounted Golf rates for GUESTS while accompanying Premium Member (some limitations) • These benefits are for up to 4 people per house-hold / family membership (persons must

permanently reside at a SC home) *Memberships are valid only for the family of the household (which will be established at creation of membership). This membership does not include extended family, In-Laws, or really good friends. If a Membership if found to be in violation of its use and/or in violation of course rules, the household membership in its entirety, will become invalid for a period of one year from the date of infraction, with no refund. Limited to five memberships; first come, first served. Cost $25,000, payable by January 1 of the first year of membership (2016 for most). Should the course close for any reason (other than normal seasonal closures), a pro-rata refund will be issued by the SCHOA and the Development Group in proportion to the initial allocation of funds between the DG and SCHOA. Should the holder of a premium membership sell his or her home during the five year period, the remaining portion of the membership may be transferred to the new owner(s). Allocation of $25,000:

$15,000 to SCHOA to defray borrowing contemplated to improve course.

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$10,000 to SCDG to defray operational costs.

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