This Instrument

Prepared By:
KIOUS & RODGERS
152 Heritage Park
Drive, Suite B
Murfreesboro, TN
37129

SUPPLEMENTARY DECLARATION
ANNEXING AND PROVIDING RESTRICTIVE COVENANTS
FOR ARLINGTON, SECTION III
4TH CIVIL DISTRICT, RUTHERFORD COUNTY, TENNESSEE

The undersigned, BH INVESTORS, LLC, being the owner in fee simple of

the real estate that has been subdivided and named ARLINGTON, SECTION

III, according to a survey and plat of same, which plat is of record in Plat

Book 25, page 112, Register's Office of Rutherford County, Tennessee, and

which plat is made a part hereof by reference, does hereby annex said

property into the ARLINGTON plan pursuant to ARTICLE IX of the

RESTRICTIVE COVENANTS AND EASEMENTS APPLYING TO ARLINGTON,

SECTION I, 4TH CIVIL DISTRICT, RUTHERFORD COUNTY, TENNESSEE

(“Covenants”) and as recorded in Record Book 94, page 256 of the Register's

Office of Rutherford County, Tennessee.

All of ARLINGTON, SECTION III of record in Plat Book 25, page 112, of

said Register's Office shall now be under the same Covenants, with exception

to the following Article VIII, as applying to ARLINGTON, SECTION I, which plat

is of record in Plat Book 24, page 206 of said Register's Office. The

Covenants herein referred are of record in Record Book 94, page 256 of the

Register's Office of Rutherford County, Tennessee, and are incorporated

herein by reference as if copied verbatim.

Article VIII of the Covenants is accepted only as hereinafter amended,

and is to clarify that the owners in ARLINGTON, SECTION III, may amend the

Covenants for Section III without the consent of the owners in other sections

or phases of the ARLINGTON subdivision.

ARTICLE VIII

TERMINATION, EXPIRATION, AND AMENDMENT

A. The right of enforcement of each of these Restrictive Covenants is

severally vested in the owners of each of the lots in this Section III of the

Subdivision or the developer. Any owner of any lot shall have the right at

any time to compel compliance with said Restrictive Covenants, or to prevent

the violation of any of them by the proper institution of an action at law or in

equity for injunctive relief.

B. Should any provision of this instrument be declared void or

inoperative by any Court of competent jurisdiction, or should more strict

provision apply by any Governmental Ordinance, the remaining provisions

shall continue in full force and effect.

C. These Covenants and Restrictions set forth herein run with the land

and shall be binding upon all parties hereto, their heirs, representatives,

successors, or assigns, for a period of thirty (30) years from the date of

recording, after which time said Covenants shall be automatically extended

for one successive period of ten (10) years, unless an instrument signed by

the owners of 75% of the lots in Section III encumbered by these Covenants

has been recorded agreeing to change said Covenants in whole or in part.

These Covenants may be amended at any time by an instrument signed by

the owners representing 75% of the lots in Section III encumbered by these

Covenants, or may be amended solely by Developer or by a majority of Class

B members. Said instrument shall be recorded to be valid.

WITNESS our signatures this _____ day of ______________, 2002.

BH INVESTORS, LLC

By:_______________________________________
John Harney, Chief Manager

STATE OF TENNESSEE )
)
COUNTY OF RUTHERFORD )

Before me, a Notary Public in and for the State and County aforesaid,
personally appeared JOHN HARNEY with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence), and who upon oath
acknowledged himself to be Chief Manager of BH INVESTORS, LLC, the within
named bargainor, a limited liability company, and that he as such Chief
Manager, executed the foregoing instrument for the purpose therein
contained, by signing the name of the company by himself as Chief Manager.

Witness my hand this day of , 2002.

____________________________________
NOTARY PUBLIC
My Commission
Expires:_______________