AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 10, 2007, AMONG KIMBALL HILL, INC., THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, HARRIS N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS...Credit Agreement • August 14th, 2007 • Kimball Hill, Inc. • Operative builders • Illinois
This Amended and Restated Credit Agreement is entered into as of August 10, 2007, by and among (a) KIMBALL HILL, INC., an Illinois corporation (the “Borrower”), (b) the Guarantors (as defined in Section 4.1 hereof) from time to time party to this Agreement, (c) the several financial institutions from time to time party to this Agreement, as Lenders, (d) HARRIS N.A., as Administrative Agent, (e) BANK OF AMERICA, N.A., as Syndication Agent, (f) KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent, (g) WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, (h) BMO CAPITAL MARKETS FINANCING, INC., as Co-Lead Arranger and Joint Book Runner, and (i) BANC OF AMERICA SECURITIES, LLC, as Co-Lead Arranger and Joint Book Runner, all as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
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”).
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 AGREEMENTLimited 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 AGREEMENTPartnership 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.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2008 • Kimball Hill, Inc. • Operative builders
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of April 21, 2008 between KIMBALL HILL, INC. (the “Company”), an Illinois corporation having its principal place of business in Rolling Meadows, Illinois, and DAVID K. HILL (“Executive”), an individual resident of Illinois.
SECOND AMENDMENT TO EDGEWATER LIMITED PARTNERSHIP AGREEMENTEdgewater 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.
Second Amended and Restated Operating Agreement of TERRAMINA, LLC a Delaware limited liability company.Operating Agreement • January 15th, 2008 • Kimball Hill, Inc. • Operative builders • Illinois
This Second Amended and Restated Operating Agreement (the "Agreement") is established as of this 1st day of October, 2007 by Kimball Hill Homes Nevada, Inc., a Nevada corporation ("KHH Nevada"), as the sole Member of Terramina, LLC (the "Company")..
THIRD AMENDMENT TO INDIAN TRAILS LIMITED PARTNERSHIP AGREEMENTIndian 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 AGREEMENTKimball 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.
THIRD SUPPLEMENTAL INDENTUREKimball Hill, Inc. • January 15th, 2008 • Operative builders • New York
This Third Supplemental Indenture, dated as of October 2, 2007 (this "Third Supplemental Indenture"), among Terramina 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 "Existing Guarantors"), and U.S. Bank National Association (the "Trustee"), as 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 WHISPERING MEADOW LIMITED PARTNERSHIP AGREEMENTWhispering 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 AGREEMENTAgreement • 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 AGREEMENTLimited 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.
AMENDMENT NO. 1 TO LIMITED DURATION WAIVER AGREEMENT AND AMENDMENTLimited Duration Waiver Agreement and Amendment • February 22nd, 2008 • Kimball Hill, Inc. • Operative builders • Illinois
This AMENDMENT NO. 1 TO LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT (this “Amendment No. 1”) is dated as of February , 2008, and is effective as of January 25, 2008, is entered into by and among KIMBALL HILL, INC., an Illinois corporation (the “Borrower”), the Guarantors (defined below), and HARRIS N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (defined below).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 15th, 2008 • Kimball Hill, Inc. • Operative builders • New York
This Second Supplemental Indenture, dated as of September 17, 2007 (this "Second Supplemental Indenture"), among Stonehill Square 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 "Existing Guarantors"), and U.S. Bank National Association (the "Trustee"), as 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.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF STONEHILL SQUARE LLCLimited Liability Company Operating Agreement • January 15th, 2008 • Kimball Hill, Inc. • Operative builders • Illinois
This LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made as of August 23, 2007, by Kimball Hill, Inc., in its capacity as the sole member of the Company (the "Member"), on the following terms and conditions.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2007 • Kimball Hill, Inc. • Operative builders • Illinois
THIS AGREEMENT (“Agreement”), dated as of August 10, 2007 (“Agreement Date”), is made between Kimball Hill, Inc., an Illinois corporation having its principal place of business in Rolling Meadows, Illinois (“Company”), and David K. Hill, an individual resident of Illinois (“Executive”).
LIMITED DURATION WAIVER AGREEMENT AND AMENDMENTLimited Duration Waiver Agreement • February 14th, 2008 • Kimball Hill, Inc. • Operative builders • Illinois
This LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT (this “Limited Duration Waiver Agreement”) is dated as of January 25, 2008, and is entered into by and among KIMBALL HILL, INC., an Illinois corporation (the “Borrower”), the Guarantors (defined below), the Lenders (defined below) signatory hereto, and HARRIS N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
FIRST SUPPLEMENTAL INDENTUREFirst 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 AGREEMENTEstates 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 13th, 2006 • Kimball Hill, Inc. • Operative builders • Illinois
SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2006 (the “Effective Date”), by and among Kimball Hill, Inc., an Illinois corporation (the “Corporation”) and Equity Investments III, LLC, a Delaware limited liability company (the “Subscriber”).
SECOND AMENDMENT TO KIMBALL HILL CALUSA PALMS PARTNERSHIP AGREEMENTPalms 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.
AMENDMENT TO CONFIDENTIAL RETIREMENT AND CONSULTING AGREEMENTConfidential Retirement and Consulting Agreement • February 14th, 2008 • Kimball Hill, Inc. • Operative builders
This Amendment to Confidential Retirement and Consulting Agreement (this “Amendment”) is entered into as of February 11, 2008 between KIMBALL HILL, INC. (“Company”) and William E. Long (“Long”).
CONFIDENTIAL RETIREMENT AND CONSULTING AGREEMENTConfidential Retirement and Consulting Agreement • February 14th, 2008 • Kimball Hill, Inc. • Operative builders • Illinois
This Confidential Retirement and Consulting Agreement (“Agreement”) is entered into as of December 20, 2007 between KIMBALL HILL, INC. (“Company”) and William E. Long (“Long”).
KIMBALL HILL, INC. INVESTOR RIGHTS AGREEMENT September 12, 2006Investor Rights Agreement • September 13th, 2006 • Kimball Hill, Inc. • Operative builders • Illinois
This Investor Rights Agreement (the “Agreement”) is made as of September 12, 2006, by and among Kimball Hill, Inc., an Illinois corporation (the “Company”) and Equity Investments III, LLC, a Delaware limited liability company (“Equity Investments”).
FIRST MODIFICATION OF CREDIT AGREEMENTModification 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”).
CONFIDENTIAL SEPARATION AGREEMENTConfidential Separation Agreement • November 16th, 2007 • Kimball Hill, Inc. • Operative builders • Illinois
This Confidential Separation Agreement (“Agreement”) is entered into as of the Separation Date indicated below between KIMBALL HILL, INC. (“Company”) and Eugene K. Rowehl (“Employee”).
FOURTH AMENDMENT TO BOLINGBROOK LIMITED PARTNERSHIP AGREEMENTBolingbrook 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 AGREEMENTFarms 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 AGREEMENTTownhomes 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 AGREEMENTParkview 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.
