Amended and Restated Restriction Indenture

AMENDED AND RESTATED RESTRICTION INDENTURE

OF SUNNY BROOK FARM

COUNTY OF JEFFERSON, MISSOURI

THIS AMENDED AND RESTATED RESTRICTION INDENTURE (“Indenture”), made and entered into this 21st day of December, 2012, by the five (4) trustees of Sunny Brook Farm Subdivision, hereinafter referred to as “Trustees”.

WITNESSETH THAT:

WHEREAS, Guthrel Building Co., recorded a certain Restriction Indenture on September 27, 1991 at Book 497 Page 780 of the Jefferson County Recorder’s Office (referred to hereinafter as the “Original Indenture”);

WHEREAS, Guthrel Building Co., recorded Sunny Brook Farm Plat (the “Plat”) at Plat Book 117, Page 17 of the Jefferson County Recorder’s Office and the Original Indenture, which also details the location of common ground to be managed by the Trustees;

WHEREAS, all of the land subjected to the Original Indenture and shown on the Plat is legally described in Exhibit A attached hereto and incorporated herein by this reference, and shall collectively be referred to hereinafter as the “Subdivision” or “Sunny Brook Farm Subdivision”;

WHEREAS, all reservations, limitations, conditions, easements and covenants herein contained, any and all of which are hereafter termed “restrictions” are jointly or severally for the benefit of all persons who may purchase, hold or own from time to time any of the several lots covered by this instrument;

WHEREAS, the foregoing restrictions may be changed, amended or abrogated by written consent of seventy-five (75) percent or more of the subdivision’s homeowners responding or voting, and Section 9 of the Original Indenture states the Owners not current with payments of assessments shall not have any voting power; the changes in restrictions must be duly signed and acknowledged and filed for record in the Recorder’s Office of Jefferson County, Missouri;

WHEREAS, the owners of 75% or more of the eligible cotes under the original indenture have approved this Amended and Restated Restriction Indenture; and

NOW THEREFORE, in consideration of mutual advantages to accrue to the Owners and mortgage holders of the premises comprising of the said subdivision, at the time of the recording in the Recorder's Office of Jefferson County, Missouri, as well as to the future Owners of said premises, there is hereby imposed on said subdivision certain easements, conditions, restrictions, reservations and limitations, which are hereby made a part of the plat of said Sunny Brook Farm Subdivision, to wit:

ARTICLE I

DEFINITIONS

“Common Ground”, as referenced above, includes the following:

(A) The Subdivision, excepting the Lots, and including, without limitation, all easements depicted on the Plat and all easements appurtenant, open parking areas (if any) which are not located on the Lots, access ways, right-of-ways, cul-de-sacs, walkways and sidewalks, play areas, gardens, lawns, entrance monuments (all of the aforementioned, whether on common ground or Lots), landscaped and planting areas, street lighting, common grounds, pump stations, subsurface drains, drainage easements, detention and/or retention basins, retention walls, and yards, but excepting the Lots as per the Plat of Sunny Brook Farm Subdivision.

(B)  Sanitary and storm sewer facilities, including lift stations, detention and/or retention basins (if any, until or unless the sewer facilities are accepted for maintenance by the Metropolitan Sewer District), and utility installations such as lines and connections for gas, electricity, streetlights, telephone, water, plumbing, cable television or digital satellite wires, as located in any utility easements on a recorded Plat in the Jefferson County Recorder of Deeds Office, except for those utilities located within a Lot. Common Ground shall expressly include all detention basins and reserve areas shown on the Plat;

(C)  All apparatus and installations, erected now or hereafter, on the Common Ground and intended for common use;

(D)  Any auxiliary buildings, parks, recreational facilities (if any) and other structures which may, at any time, be erected on the Subdivision for common use of the Owners;

(E)  All retaining walls constructed or installed by the Association, Declarant, Jefferson County, or agents thereof, regardless of the location of said walls;

(F)  All streets until such time as they have been dedicated public and accepted by Jefferson County. Notwithstanding the foregoing, all streets dedicated and accepted by Jefferson County shall remain subject to this Indenture; and

(G)  All other appurtenances not herein specifically designated.

Common Ground shall not include any item that solely serves a particular Lot.

“Declarant” shall mean and refer to Guthrel Building Co., and its successors and assigns if such successors and assigns, acquired or should acquire one or more unimproved Lot(s) from the Declarant for the purpose of construction of a residence thereon for sale.

“Lot” shall mean any parcel of land, including improvements thereon, shown upon any recorded subdivision map or Plat of the Subdivision which depicts the location and dimensions, and establishes the legal boundaries of the individual Lot(s) and describes that portion of the Subdivision upon which a single residence is to be located. The portions of the Plat which are not delineated as a Lot, shall be construed to be dedicated free and clear by the Declarant as Common Ground. Each Lot, as created, constitutes a separate parcel of real estate and must be separately assessed and taxed.

“Owner/Lot Owner” shall mean the record owner, whether one or more persons or entities, of fee simple title to any Lot which is part of the Subdivision, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

ARTICLE II

DESIGNATION AND SELECTION OF TRUSTEES

MEETINGS OF LOT OWNERS

Declarant has conveyed at least seventy-five (75) percent of the Lots in this Subdivision, and all authority and control of Declarant over the Subdivision has passed to Trustees elected by the Owners. The Trustees for Sunny Brook Farm Subdivision are currently those individuals attesting to this document, whose current remaining terms of office shall continue until the next meeting of the Owners following the date of this Indenture, at which meeting five (5) replacement Trustees shall be elected. The terms of the five (5) Trustees elected at such first annual meeting of the Owners following the date of this Indenture shall be one (1), two (2), three (3), four (4), and five (5) years, respectively. Whenever any Trustee resigns, refuses to act, becomes disabled or dies, the remaining Trustees or Trustee shall have the power to appoint a successor or successors for the unexpired portions of their terms by duly written recorded instrument. Any Trustee shall have the right to resign at any time upon giving notice to the remaining Trustees or Trustee. Any successor so appointed must, however, be a Lot Owner in Sunny Brook Farm Subdivision, or officer or agents of any corporate Owner, and if such Lot Owner sells his Lot then his successor shall be appointed in the same manner by the remaining Trustees or Trustee. Upon the expiration of the term of office of a Trustee or his appointed successor, the Owners shall elect a replacement Trustee at the next annual meeting of the Owners. Trustees elected by the Owners (except for those elected at the first annual meeting of the Owners following the date of this Indenture) shall serve for terms of five (5) years each.

If, upon the expiration of the term of office of a Trustee no annual meeting of Owners is scheduled, or if all the Trustees resign, refuse to act, become disabled or die, so that there will be no eligible Trustee in office or the provisions of this instrument cannot be fulfilled by reason of unfilled vacancies on the Board of Trustees, then in any of such events any existing Trustee or the Owners of any five (5) Lots may call a special election of Trustees. Any business relevant or pertinent to the affairs of the Subdivision, including but not limited to the special election of Trustees pursuant to the foregoing paragraph, may be transacted at a meeting of Lot Owners called by written notice sent by mail to, or personally served upon, all record Lot Owners, at least ten (10) days before the date fixed for the meeting, identifying the purpose(s) for which the meeting is called. The said notice shall specify the time and place of meeting, and the place of meeting shall be in Jefferson County.

A quorum at meetings of the Lot Owners, whether for the purpose of election of Trustees or otherwise, shall consist of Lot Owners present, in person, by ballot or by proxy, representing at least ten percent (10%) of the Lots whose Owners are eligible to vote at the time of the meeting. At such meeting each Lot Owner, whether attending in person, by ballot or by proxy, shall be entitled to one vote for each full Lot owned by him. When more than one person holds an interest in any Lot, all such persons shall be Owners. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot. Votes may be cast in person or by proxy. A proxy must be in writing, be signed by the applicable Lot Owner, and be filed with the Trustee or Lot Owner(s) calling the meeting before the meeting. A proxy shall be valid until revoked in writing by the applicable Lot Owner.

In the event that the Board shall cause the Subdivision to incorporate as a nonprofit corporation (referred to as the “Association”), the Trustees of the Subdivision shall serve as the Officers and Board of Directors of such Association and have the same powers, duties and rights as per this Indenture. The By-Laws of the Association may be the same as the By-Laws (if any) as adopted by the Trustees for this Indenture.

ARTICLE III

TRUSTEES’ DUTIES AND POWERS

The Trustees and their successors are invested with the rights, powers and authorities described in this instrument, and with the following rights, powers and authorities:

(1)  Trustees shall hold the Common Ground hereinabove described and conveyed to Trustees by separate instrument, which said Common Ground is set forth and shown on the Plats, all in accordance with and pursuant to the provisions of this Instrument.

(2)  Trustees shall deal with any Common Ground so acquired under the provisions hereinafter set forth.

(3)  To exercise such control over the easements, streets, and roads (except for those easements, streets and roads which are now or may hereafter be dedicated to public bodies or agencies), entrances, lights, gates, Common Ground, park areas, shrubbery, storm water sewers, sanitary sewer trunks and lateral lines, pipes, and disposal and treatment facilities as may be shown on the Plats as is necessary to maintain, repair, rebuild, supervise and insure the proper use of said easements, streets, and roads, etc., by the necessary public utilities and others, including the right (to themselves and others to whom they may grant permission) to construct, operate and maintain on, under and over said easements and streets, sewers, pipes, poles, wires and other facilities and public utilities for services to the Lots shown on the Plats.

(4)  To exercise control over the Common Ground as shown on the Plats; to pay real estate taxes and assessments on said Common Ground out of the general assessment hereinafter provided for; to grant easements which may be necessary for the property use and development of said Common Ground; to maintain and improve with shrubbery, vegetation, decorations, buildings, recreational facilities of any kind or description, other structures, and any and all other types of facilities in the interest of health, welfare, safety, morals, recreation, entertainment, education and general use of the Owners of the Lots in the Subdivision, all in conformity with all applicable laws; to prescribe by reasonable rules and regulations the terms and conditions of the use of said Common Ground, all for the benefit and use of the Owners of the Lots in this Subdivision and according to the discretion of the said Trustees.

(5)  Publicly to dedicate any private streets constructed or to be constructed on said Common Ground and, whenever such dedication would be accepted by a public agency, in the event the Plats do not provide for public use and maintenance.

(6)  To prevent as Trustees of an express trust, any infringement and to compel the performance of any restriction set out in this Indenture or established by law, and also any rules and regulations issued by said Trustees covering the use of said Common Ground or any matters relating thereto. This provision is intended to be cumulative and not to restrict the right of any Lot Owner to proceed in his own behalf, but the power and authority herein granted to the Trustees is intended to be discretionary and not mandatory.

(7)  To clean up rubbish and debris and remove grass and weeds from, and to trim, cut back, remove, replace and maintain trees, shrubbery and flowers upon any vacant or neglected Lots or property, and the Owners thereof may be charged with the reasonable expenses so incurred. The Trustees or officers, their agents or employees shall not be deemed guilty or liable for any matter of trespass or any other act for any such injury, abatement, removal or planting.

(8)  To consider, approve or reject any and all plans and specifications for any and all buildings or structures, fences, detached buildings, outbuildings, accessory buildings, swimming pools or tennis courts proposed for construction and erection on said Lots, proposed additions to such buildings or alterations in the external appearance of buildings already constructed, it being provided that no buildings or structures, fences, detached buildings, outbuildings, accessory buildings, swimming pools, tennis courts or other structures may be erected or structurally altered on any of said Lots unless there shall be first had the written approval of a majority of the Trustees to the plans and specifications therefore and to the grade proposed therefore. In the event the Trustees fail to approve or disapprove within thirty (30) days after building plans or other specifications for fences, swimming pools, or tennis courts, accessory buildings and other outbuildings have been submitted to them hereunder, approval will not be required and the related restrictions shall be deemed to have been fully complied with.