Indenture of Trust and Restrictions

1. Original Trustees

The original Trustees shall be Brian Oliver, T. Michael Lawless and Christopher Cotton, who, by their signatures hereto, consent to serve in such capacity until their successors are elected or appointed. Should an original Trustee resign, refuse to act, become disabled or die, First Party shall have the power to appoint a successor Trustee by duly written, recorded instrument, who shall serve until his successor is elected by the Owners.

2. Election of Trustees

When First Party has sold and conveyed all Lots in the Subdivision for residential use, First Party shall cause the resignation of the three (3) original Trustees, and three (3) successor Trustees shall be elected by the then Lot Owners — one (1) for a one-year term, one (1) for a two-year term, and one (1) for a three-year term. Thereafter, all Trustees shall be elected for terms of three (3) years each.

3. Manners of Conducting Elections; Meetings of Owners

All elections by Owners shall be conducted at meetings called by the Trustees then in office, or should there be none, by any three (3) Owners. Notice specifying the time and place of such meetings shall be sent by mail or personally served upon all Owners at least ten (10) days before the meeting date. At any such meeting, each Owner shall be entitled to one (1) vote per Lot. Twenty-five percent (25%) of the Owners shall constitute a quorum for the purpose of electing Trustees and for conducting any other business.

4. Qualification of Trustees

Any Trustee elected shall be an Owner in the Subdivision, or an officer or agent of a corporate Owner. If such Owner sells his or her Lot or resigns, refuses to act, becomes disabled or dies, the remaining Trustees shall appoint an Owner to act as the successor for the unexpired portion of the term. Where vacancies cannot be filled, the Jefferson County Council may appoint Trustees upon petition of any concerned resident or Owner.

1. Acquisition, Disposition, Etc. of Common Property

To acquire, receive, hold, convey, dispose of and administer the Common Property in trust and in accordance with the provisions of this Declaration, and to otherwise deal with the Common Property as hereinafter set forth.

2. Control of Common Property

To exercise such control over easements, streets, roads and sidewalks, entrances, lights, gates, park and recreational facilities, lakes, cul-de-sac islands, medians, shrubbery, storm water sewers, sanitary sewer lines, pipes, and disposal and treatment facilities constituting Common Property, as is necessary to maintain, repair, rebuild, supervise and insure proper use thereof.

3. Maintenance of Common Property

To exercise control over Common Property for the exclusive use and benefit of residents of the Subdivision; to pay real estate taxes and assessments on Common Property; to maintain and improve Common Property with shrubbery, vegetation, decorations, buildings, recreational facilities, and other facilities in the interest of health, welfare, safety, morals, recreation, entertainment, education and general use of the Owners and residents.

4. Dedication

To dedicate to public use any private streets constructed or to be constructed in the Subdivision whenever such dedication would be accepted by a public agency.

5. Easements

To grant easements for public streets, sewers, utilities and cable television on and over the Common Property.

6. Enforcement

To prevent 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 governing the use of the Common Property.

7. Vacant and Neglected Lots

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, and to charge the Owners thereof with the reasonable expenses so incurred.

8. Plans and Specifications

To consider, approve or reject any and all plans and specifications for buildings, structures, fences, detached buildings, outbuildings, accessory buildings, swimming pools or tennis courts proposed for construction on any Lot, or proposed additions to or alterations in the external appearance of buildings already constructed.

9. Deposits

To require a reasonable deposit in connection with the proposed erection of any building, structure, fence, outbuilding, swimming pool, or other structure, to ensure that upon completion, all debris shall be removed from the site and adjacent Lots, and all damage to subdivision improvements shall be repaired.

10. Insurance

To purchase and maintain in force such insurance as they may deem appropriate, including property insurance and liability insurance protecting the Trustees and the Owners from claims for personal injuries and property damage arising from use of the Common Property and facilities.

11. Employment

To enter into contracts, employ agents, servants and labor as they may deem necessary, and to defend suits brought against them individually or collectively in their capacity as Trustees.

12. Condemnation

To negotiate with any public agency in the event it becomes necessary to acquire all or any part of the Common Property for a public purpose, and to execute instruments necessary to that purpose.

1. Trustees' Responsibility – Common Property

The Trustees shall be responsible for the maintenance, repair and replacement of the private sanitary and storm sewers, if any, any retention basins, and any other sanitary or storm sewers or other drainage facilities located on and servicing any Common Property in the Property.

2. Owners' Responsibility

Each Owner shall be responsible for the maintenance, repair and replacement of the lateral sewage line or lines servicing such Owner's Lot.

1. General

Each Owner of any Lot by acceptance of a deed therefor shall be deemed to covenant and agree to pay (i) annual assessments or charges; and (ii) special assessments, such assessments to be fixed, established and collected from time to time as hereinafter provided. Assessments together with interest thereon and costs of collection shall be a charge on the Lot and shall be a continuing lien upon the property against which such assessment is made.

2. Purpose

Assessments shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the Subdivision, including the acquisition, improvement, maintenance and operation of the Common Property and all facilities thereon, payment of taxes and insurance thereon, the cost of all repair, maintenance, replacements and additions thereto, and for such other needs as may arise.

3. Annual Assessments

The maximum annual assessment shall be Five Hundred and 00/100 Dollars ($500.00) per Lot, provided the Trustees may increase such assessment by an amount equal to the increase in the Consumer Price Index. The Trustees may fix the actual assessment for any year at a lesser amount. Each annual assessment shall be due thirty (30) days after mailing or posting of notice, and shall become delinquent if not paid within thirty (30) days following such due date.

4. Storm Water Facilities

The Trustees are authorized to make separate annual assessments upon each Lot for the purpose of maintaining or repairing storm water storage, disposal or sewer facilities located within the Subdivision. This authority expires with the calendar year following the acceptance of any such storm water facilities for maintenance by the appropriate governmental body or public utility.

5. Special Assessments

If at any time the Trustees consider it necessary to make an expenditure requiring an assessment additional to the annual assessment, they shall submit a written outline of the contemplated project and the amount of the assessment required to the then Lot Owners. If such assessment is approved by a majority of votes cast in person and by proxy, the Trustees shall notify all Owners of the additional assessment. Notice of any special assessment shall be given in the same manner as notices of annual assessments, with such assessment becoming delinquent thirty (30) days after the date of such notice.

6. Prorations

Should a Lot become subject to assessments after January 1 in any year, and should an annual or special assessment have been levied for that year, then such assessment shall be adjusted so that such Lot shall be charged with a portion of the assessment prorated for the balance of that year.

7. Interest and Liens

All assessments shall bear interest at the rate of one percent (1%) over the from time-to-time floating rate of prime interest charged by Bank of America, N.A., St. Louis, Missouri, to its best and most creditworthy customers from the date of delinquency. Such assessment, together with interest and costs of collection, shall constitute a lien upon the Lot against which it is assessed until the amount is fully paid. The lien of assessments shall be subordinate to the lien of any institutional first mortgage now or hereafter placed upon any Lot.

8. Exemptions

The following properties shall be exempt from assessments: (i) All Common Property; (ii) All properties exempted from taxation under the laws of the State of Missouri; and (iii) All Lots owned by First Party until occupied or until title has been transferred to the first purchaser at retail. No Lot devoted to residential use shall be exempt from assessment.

9. Keeping of Funds

The Trustees shall deposit the funds coming into their hands as Trustees in a bank protected by the Federal Deposit Insurance Corporation, the treasurer being bonded for the proper performance of his duties in an amount fixed by the Trustees.

11. Operating Reserve

Upon First Party's closing on the sale of each Lot in the Subdivision to an Owner, First Party shall collect from the Owner and deposit with the Trustees as a working capital reserve fund the sum of Two Hundred Fifty and 00/100 Dollars ($250.00).

1. Building Use

No building or structure shall, without the approval of the Trustees, be used for a purpose other than that for which the building or structure was originally designed.

2. Building Location

No building or structure shall be located on any Lot nearer to the street(s) upon which such Lot fronts or by which such Lot is bordered or the side or rear Lot lines than the front building line or side or rear set-back lines shown on the plat(s) of the Subdivision.

3. Resubdivision

No Lot shall be resubdivided nor shall a fractional part of any Lot be sold without the consent of the Trustees, which consent shall not be unreasonably withheld.

4. Commercial Use

Except for a home occupation in strict accordance with applicable zoning ordinances, no commercial activities of any kind shall be conducted on any Lot.

5. Nuisances

No noxious or offensive activity shall be carried on upon any portion of the Subdivision. No exterior lighting shall be directed outside the boundaries of a Lot or other parcel.

6. Maintenance

Each Owner shall maintain and keep his Lot in good order and repair, and shall do nothing which would be in violation of law.

7. Obstructions

There shall be no obstruction of any portion of the Common Property or any storage or construction or planting thereon by an Owner. No clothes, laundry or other articles or equipment shall be placed, hung, exposed or stored in any portion of the Common Property or in any portion of the yard area or on or about the exterior of any building on any Lot.

8. Animals

No more than two dogs, cats, or other household pets (except those with vicious propensities) may be kept on any Lot. Pets must be at all times leashed and no "runs," electric fences or other outside structures are permitted. The keeping of any pet which by reason of its noisiness or other factor is a nuisance (as determined by the Trustees in their sole judgment) is prohibited.

9. Trucks, Boats, Etc.

No trucks (other than pick-up trucks not exceeding 3/4 ton), commercial vehicles, boats, motorcycles, campers, house trailers, boat trailers or trailers of any other description shall be permitted to be parked or stored on any Lot unless they are parked or stored in an enclosed garage or in such other enclosure approved by the Architectural Control Committee.

10. Abandoned Vehicles

No abandoned cars, motorcycles, jeeps, trucks or motor vehicles of any kind whatsoever that are unable to move under their own power may be stored or suffered to remain upon any of the Common Property or on any Lot.

11. Vehicular Sight Lines

No fence, wall, tree, hedge or shrub planting shall be maintained in such manner as to obstruct sight lines for vehicular traffic. No live tree shall be removed without the approval of the Architectural Control Committee.

12. Out Buildings

No structure of a temporary character, trailer, tent, shack, garage, metal or wooden shed, barn or other out building shall be installed, constructed or maintained on any Lot at any time.

13. Signs

No signs, advertisements, billboards or advertising structures of any kind may be erected, maintained or displayed on any Lot; provided that Owners may place one "For Sale" or "For Rent" sign (not to exceed 2 feet x 4 feet in dimension) on the Lot.

14. Garbage

No rubbish, trash or garbage receptacle shall be placed on the exterior of a Lot except on the day of regularly scheduled collection.

15. Utility and Drainage Easements

Easements for installation and maintenance of utilities and drainage facilities are established in this Indenture and reserved as shown on the recorded plat(s). Within these easements, no structure, planting or other material shall be placed or permitted to remain which may damage or interfere with the installation and maintenance of utilities, or which may change the direction or obstruct or retard the flow of water through the drainage channels.

16. Oil Drilling

No oil drilling, oil development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any Lot or portion of the Property. No derrick or other structure designated for use in boring for oil or natural gas shall be erected, maintained or permitted upon any Lot.

17. Cul-De-Sac, Etc.

No above-ground structure, other than required street lights, may be erected upon a cul-de-sac, divided street entry island, or median strip.

18. Fences

No fences or screening of any kind shall be erected or maintained on any Lot between the rear of the residence and the street upon which such Lot fronts. Fences may be maintained on other portions of the Lots only with written consent of the Architectural Control Committee as to location, material and height.

19. Television Antennae

No exterior television or radio antenna, towers, direct broadcast satellite dishes or antennas used to receive multichannel multipoint distribution signals may be installed in the Subdivision without the prior approval of the Architectural Control Committee. No dish antenna more than one meter in diameter or diagonal measurement and no mast higher than twelve feet (12') may be installed on any Lot.

20. Swimming Pools

No above ground swimming pools will be allowed on any Lot unless they are recessed at least one-half (½) of their exterior depth into the yard and completely surrounded by decking, to present the appearance of an in-ground pool. All in-ground pools must have at least four feet (4') of concrete or other decking material surrounding the entire pool. Plans must be submitted to and approved by the Architectural Control Committee.

1. Enforcement

Enforcement of any of these covenants shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any such covenants, and may be brought to restrain any such violation and/or to recover damages therefor together with reasonable attorney's fees and court costs.

2. Actions by Trustees

The Trustees are authorized to act through a representative, provided that all acts of the Trustees shall be agreed upon by at least a majority of said Trustees. No Trustee shall be held personally responsible for wrongful acts, and the Trustees from time to time serving hereunder shall not be entitled to any compensation or fee for services performed pursuant to this Indenture.

4. Amendments

Until all Lots authorized to be developed in the Property have been sold and conveyed for residential use, the provisions hereof may only be amended, modified or changed by First Party. Thereafter, the provisions hereof may only be amended, modified or changed by the written consent of two-thirds (⅔) of all the Owners, with any such amendment being recorded in the Office of the Recorder of Deeds for Jefferson County, Missouri.

5. Severability

All covenants and agreements herein are expressly declared to be independent and not interdependent. Invalidation of any one of the covenants of this Indenture shall in no way affect any other provision hereof.

8. Term

The covenants and restrictions of this Indenture shall run with title to and bind the Property for a term of at least thirty (30) years from the date of recordation, after which said covenants and restrictions shall be automatically extended for successive periods of ten (10) years each, unless an instrument signed by the then Owners of two-thirds (⅔) of the Lots has been recorded agreeing to terminate this Indenture. No such agreement of termination shall be effective unless made and recorded one (1) year in advance, and unless written notice of the proposed termination is sent to every Owner at least ninety (90) days in advance of any action taken.