0001104659-06-083293 Sample Contracts

FIRST AMENDMENT TO OPERATING AGREEMENT OF KIMBALL HILL URBAN CENTERS, L.L.C.
Operating Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This First Amendment to Operating Agreement of Kimball Hill Urban Centers, L.L.C. (“First Amendment”) is made as of July 1, 2006, by Kimball Hill, Inc. (“KHI”), which is the sole member of Kimball Hill Urban Centers, L.L.C. (the “Company”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KIMBALL HILL HOMES HOUSTON, L.P.
Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders • Texas

Kimball Hill Homes Houston Operations, L.L.C. (“KHH Houston Operations”), a Texas limited liability company, as general partner, and Kimball Hill Homes Houston Investments, L.L.C. (“KHH Houston Investments”), an Illinois limited liability company, as limited partner, entered into the certain Limited Partnership Agreement effective May 31, 2002, which thereafter was amended by the certain First Amendment dated as of July 15, 2002, the certain Second Amendment dated as of March 17, 2003, the certain Third Amendment dated as of January 27, 2004, the certain Fourth Amendment dated as of May 20, 2004, and the certain Fifth Amendment dated as of December 13, 2005.

THIRD AMENDMENT TO BRIDLE RIDGE LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This THIRD AMENDMENT TO BRIDLE RIDGE LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES CALIFORNIA, INC. (“KHH California”), a California corporation.

SECOND AMENDMENT TO SONATA AT MORADA RANCH LIMITED PARTNERSHIP AGREEMENT
Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This SECOND AMENDMENT TO SONATA AT MORADA RANCH LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES CALIFORNIA, INC. (“KHH California”), a California corporation.

SECOND AMENDMENT TO EDGEWATER LIMITED PARTNERSHIP AGREEMENT
Edgewater Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This SECOND AMENDMENT TO EDGEWATER LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES ILLINOIS, LLC (“KHH Illinois”), an Illinois limited liability company.

THIRD AMENDMENT TO INDIAN TRAILS LIMITED PARTNERSHIP AGREEMENT
Indian Trails Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This THIRD AMENDMENT TO INDIAN TRAILS LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES HOUSTON, L.P. (“KHH Houston”), a Texas limited partnership.

THIRD AMENDMENT TO KIMBALL MOUNTAIN FIRST LIMITED PARTNERSHIP AGREEMENT
Kimball Mountain First Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This THIRD AMENDMENT TO KIMBALL MOUNTAIN FIRST LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES NEVADA, INC. (“KHH Nevada”), a Nevada corporation.

SECOND AMENDMENT TO WHISPERING MEADOW LIMITED PARTNERSHIP AGREEMENT
Whispering Meadow Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This SECOND AMENDMENT TO WHISPERING MEADOW LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES ILLINOIS, LLC (“KHH Illinois”), an Illinois limited liability company.

THIRD AMENDMENT TO KIMBALL HILL HEATHERS/CAPAROLA LIMITED PARTNERSHIP AGREEMENT
Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This THIRD AMENDMENT TO KIMBALL HILL HEATHERS/CAPAROLA LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES NEVADA, INC. (“KHH Nevada”), a Nevada corporation.

THIRD AMENDMENT TO RIVER OAKS REALTY LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This THIRD AMENDMENT TO RIVER OAKS REALTY LIMITED PARTNERSHIP AGREEMENT is made as of June 30, 2006, between KIMBALL HILL HOMES HOUSTON INVESTMENTS, L.L.C. (“Houston Investments”), an Illinois limited liability company, and KIMBALL HILL HOMES HOUSTON OPERATIONS, L.L.C. (“Houston Operations”), a Texas limited liability company.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • December 21st, 2006 • Kimball Hill, Inc. • Operative builders • New York

This First Supplemental Indenture, dated as of June 15, 2006 (this “Supplemental Indenture”), among Kimball Hill Urban Centers Special Purposes, LLC (the “New Guarantor”), Kimball Hill, Inc. (together with its successors and assigns, the “Company”), each other existing Guarantor under the Indenture referred to below (the “Guarantors”), and U.S. Bank National Association, Trustee under the Indenture referred to below. Capitalized terms used and not defined herein shall have the same meanings given in the Indenture unless otherwise indicated.

SECOND AMENDMENT TO KIMBALL HILL MARBELLA ESTATES LIMITED PARTNERSHIP AGREEMENT
Estates Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This SECOND AMENDMENT TO KIMBALL HILL MARBELLA ESTATES LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES FLORIDA, INC. (“KHH Florida”), a Florida corporation.

SECOND AMENDMENT TO KIMBALL HILL CALUSA PALMS PARTNERSHIP AGREEMENT
Palms Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This SECOND AMENDMENT TO KIMBALL HILL CALUSA PALMS LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES FLORIDA, INC. (“KHH Florida”), a Florida corporation.

FIRST MODIFICATION OF CREDIT AGREEMENT
Modification of Credit Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

THIS FIRST MODIFICATION OF CREDIT AGREEMENT (this “Modification”) is made as of the 15th day of December, 2006, by and among: (a) KIMBALL HILL, INC., an Illinois corporation (the “Borrower”), (b) the Guarantors party to the Credit Agreement (as hereinafter defined), (c) the several financial institutions signatory hereto that are party to the Credit Agreement (the “Lenders”), and (d) HARRIS N.A., as Administrative Agent for itself and the Lenders (“Agent”).

FOURTH AMENDMENT TO BOLINGBROOK LIMITED PARTNERSHIP AGREEMENT
Bolingbrook Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This FOURTH AMENDMENT TO BOLINGBROOK LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES ILLINOIS, L.L.C. (“KHH Illinois”), an Illinois limited liability company.

SECOND AMENDMENT TO KIMBALL HILL CHADWICK FARMS PARTNERSHIP AGREEMENT
Farms Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This SECOND AMENDMENT TO KIMBALL HILL CHADWICK FARMS LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES DALLAS, L.P. (“KHH Dallas”), a Texas limited partnership.

FOURTH AMENDMENT TO THE GLEN TOWNHOMES LIMITED PARTNERSHIP AGREEMENT
Townhomes Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This FOURTH AMENDMENT TO THE GLEN TOWNHOMES LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES ILLINOIS, L.L.C. (“KHH Illinois”), an Illinois limited liability company.

THIRD AMENDMENT TO PARKVIEW LIMITED PARTNERSHIP AGREEMENT
Parkview Limited Partnership Agreement • December 21st, 2006 • Kimball Hill, Inc. • Operative builders

This THIRD AMENDMENT TO PARKVIEW LIMITED PARTNERSHIP AGREEMENT is made as of July 1, 2006, between KIMBALL HILL, INC. (“KHI”), an Illinois corporation, and KIMBALL HILL HOMES CALIFORNIA, INC. (“KHH California”), a California corporation.

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