St. Charles Place Covenants

AMENDED, RESTATED AND EXTENDED RESTRICTIVE COVENANTS
for
St. Charles Place at Thompson Creek

The undersigned (collectively “Owner”) are the titleholders of record, the Developer or the Builder of homes upon the following-described real estate:

Lots 1-23, Block 2, Thompson Creek First Addition, Lincoln, Lancaster County, Nebraska (“Original St. Charles Place Properties”); and

Lots 31-36, Block 3, Thompson Creek Original, Lincoln, Lancaster County (“Additional St. Charles Place Properties”).

THOMPSON CREEK EXISTING COVENANTS

Original Covenants were amended by Restrictive Covenants recorded as Instrument No. 2005-062182 to provide for two additional membership classes (Classes C and D) within the Thompson Creek Homeowners Association (“Corporation”) and extend the Original Covenants1 as amended and restated, to the First Addition Properties, Blanchard Boulevard Properties, Townhome Properties and North Townhome Properties (“First Amended Covenants”). On November 21, 2005 Restrictive Covenants were recorded as Instrument No. 2005-06884 (“St. Charles Place Original Restrictive Covenants have been established for the Thompson Creek Development, which were recorded on May 27, 2004, as Instrument No. 2004-34 792 covering The Thompson Creek Original Addition Properties. On May 28, 2004 Restrictive Covenants for the North Townhome Properties were filed as Instrument No. 2004-35022 and for the Townhome Properties as Instrument No. 2004-35023, collectively referred to in this document as the “Original Covenants”. On October 18, 2005 the Covenants”) on the Original St. Charles Place Properties, further amending the Original Covenants by redesignating and platting certain North Townhome Properties together with other adjacent real estate as the Original St. Charles Place Properties, and making these properties subject to the First Addition Properties general standards for dwelling structures. On August 22, 2007, the First Amended Covenants were further amended by Restrictive Covenants recorded as Instrument No. 2007-042619 to reflect the amendment, replatting and designation of certain lots and other adjacent real estate to meet a the Second Addition Properties general standards for dwelling structures. The above described recorded Instruments are collectively referred to as the “Thompson Creek Covenants”.

ADDITION OF ST. CHARLES PLACE PROPERTIES

Pursuant to paragraph 28 of the First Amended Covenants as well as the St. Charles Place Original Covenants, Owner is exercising its right to add additional real estate to the Properties and release the Additional St. Charles Place Properties from their designation as North Townhome Properties and redesignate them as St. Charles Place Properties. The Additional St. Charles Place Properties are hereby added to the Original St. Charles Properties and are made subject to the St. Charles Place Original Covenants as amended, restated and extended by these Restrictive Covenants. The titleholders of the lots within the Additional St. Charles Place Properties are designated as Class D members of the Corporation.

PURPOSE OF RESTATEMENT

The following St. Charles Place Properties Additional Covenants and the Restrictive Covenants are intended by the Owner to simply restate and clarify the existing covenants which have been recorded against the St. Charles Place Original Properties and make the Additional St. Charles Place Properties subject to the terms, conditions and requirements of those covenants, as amended, restated and extended by these Restrictive Covenants. These Restrictive Covenants are established by the developer and builder on behalf of themselves as a legal titleholder of the described lots and on behalf of any other titleholders pursuant to the developer and/or builder’s obligation to those titleholders and in such capacities being collectively referred to as “Owner”.

ST. CHARLES PLACE PROPERTIES ADDITIONAL COVENANTS

In addition to the Thompson Creek Covenants restated below, the St. Charles Place Properties shall be subject to the following additional requirements:

1. ASSOCIATION: The St. Charles Place Homeowners Association (Association) has been incorporated in Nebraska for the purpose of providing the services described below, assessing and collecting dues from its members and maintaining the limited commons described below.
2. MEMBERSHIP: The St. Charles Place Homeowners Association shall have one class of membership encompassing all owners of St. Charles Place Properties. Each member shall be entitled to all the rights of membership and to one vote for each lot. Each member of the Association shall be assessed $65 each month for each lot it owns within the St. Charles Place Properties.
3. MANAGING AGENT: The Owner or the Association may contract for the performance of any of the Corporation’s rights, obligations or responsibilities with any entity or individual (Managing Agent). The Managing Agent shall exercise such authority which may be granted to the Owner or Association. The fee charged by the Managing Agent shall be a common expense of the members.
4. ST. CHARLES PLACE COMMONS: The alley providing common access located within Block 2 of Thompson Creek First Addition and the alley providing common access to the lots within Block 3 of Thompson Creek Original shall be treated as and designated “Commons” for the benefit of the Association Members. Each member of the Association shall have the right to use and enjoy the alley area as established by the rules, regulations and requirement of the Association and shall have an easement upon the alley area for its use, which shall be appurtenant to the interest requisite for membership.
5. SERVICES: The Association shall have the ability to arrange and pay for services for the St. Charles Place Properties and the St. Charles Place Commons including: garbage removal, snow removal, and lawn care, as well as any other services, maintenance and repairs that the Association may decide to offer in its sole discretion.
6. ADDITIONAL ASSOCIATION AUTHORITY: The Association in the enforcement of the these additional covenants may exercise all rights granted to the Corporation in, by or through the Covenants on the St. Charles Place Properties as if the Association were the Corporation.

RESTRICTIVE COVENANTS

See the First Addition Covenants, with the general standards for dwelling structures of the First Addition Properties also applying to St. Charles Place.