FIRST AMENDMENT TO

DECLARATION OF

PROTECTIVE COVENANTS, EXCEPTIONS, RESERVATIONS AND CONDITIONS

FOR

BEECH MOUNTAIN LAKES

THIS FIRST AMENDMENT TO THE DECLARATION OF PROTECTIVE COVENANTS, EXCEPTIONS, RESERVATIONS AND CONDITIONS FOR BEECH MOUNTAIN LAKES ("First Amendment to the Declaration”) made as of this 17^th day of May, 1985, by BEECH MOUNTAIN LAKES CORPORATION, a Pennsylvania corporation, for itself and its successors and assigns ("Declarant").

WHEREAS, Declarant is the owner of the real property now known as "Beech Mountain Lakes" formerly known as "Lake of the Four Seasons”, a subdivision situated in the Townships of Butler, Foster and Dennison in Luzerne County, Pennsylvania, which real property is hereinafter referred to as the "Development"; and

WHEREAS, the Declarant has heretofore filed the Declaration of Protective Covenants, Exceptions, Reservations and Conditions for Beech Mountain Lakes, ("Declaration”), which Declaration was recorded on May 1, 1985, in Book 2158, Pages 1028-1103 in the Office for Recording of Deeds, Luzerne County, Pennsylvania; and

WHEREAS, Section 21.4 of the Declaration provides that the Declarant, may amend the Declaration, for whatever reason, at any time prior to December 31, 1985;

NOW THEREFORE the Declaration is amended only as set forth in this First Amendment to the Declaration. Those Sections or subparagraphs thereof contained herein shall supplant and replace the Sections or subparagraphs thereof which bear the same Section or subparagraph number or designation. All other terms of the Declaration not changed by this First Amendment to the Declaration are reaffirmed. It is the intent of the Declarant that the terms of this First Amendment to the Declaration shall be effective as of, and relate back to, the date of recordation of the Declaration in the Office for Recording of Deeds, Luzerne County, Pennsylvania.

Section 16

Section 16.4 Recreation Fee. For each Interest owned, an Owner shall be required to pay an annual Recreation Fee to the Declarant, separate and apart from any Assessment by the Association or a Community Association. The Recreation Fee for all Owners shall be equal. The Declarant shall not be respon­sible for, or be obligated to pay any Recreation Fee pursuant to this Section. Payment of this fee will entitle an Owner, his family, quests, invitees, and licensees to use the Sport Facilities owned by the Declarant.

The annual Recreation Fee is subject to increase by the Declarant; however such increase shall not exceed 10% per year, cumulatively, i.e., if the Recreation Fee does not increase for two years, it may not be increased more than 20% in the following year (10% each year, cumulatively). Payment of the Recreation Fee shall be secured by a lien on an Owner's Interest, as described in Section 16.6 below.

Notwithstanding the above, those persons who originally purchased lots from Eastern Pennsylvania Marine Properties, Inc. as listed in Exhibit C hereto, and who still own said lot or lots, shall not be required to pay a Recreation Pee, other than reasonable user fees, as long as they pay the $10.00 per lot per month Association Assessment pursuant to Section 7.4(c) for road maintenance, security, recreational facilities and maintenance. This right of limited assessment is nontransferable.