National Credit & Guaranty CORP Sample Contracts

RIVER POINTE LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • April 13th, 2006 • National Credit & Guaranty CORP • California

This River Pointe Limited Partnership Agreement (the “Agreement”) made and entered into by and between Kimball Hill Homes California, Inc., a California corporation (the “General Partner”) and David K. Hill (the “Limited Partner”) dated effective as of November 3, 2003. The General Partner and the Limited Partner are collectively sometimes hereinafter referred to as the “Partners”.

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Kimball Hill Texas Investment Company, L.L.C. Operating Agreement
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

NOW, THEREFORE, for good and valuable consideration, KHI hereby establishes regulations for Kimball Hill Texas Investment Company, L.L.C. as follows:

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KIMBALL HILL, INC., THE GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • April 13th, 2006 • National Credit & Guaranty CORP • New York

INDENTURE, dated as of December 19, 2005, among KIMBALL HILL, INC., a Maryland corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

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LIMITED PARTNERSHIP AGREEMENT OF RIVER OAKS REALTY, L.P.
Limited Partnership Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Texas

We, Kimball Hill Homes Houston Operations, L.L.C., a Texas limited liability company (herein along with all subsequently admitted general partners which are admitted in accordance with the terms and conditions of this Agreement and all successors and assigns are called the “General Partner” and the “General Partners”), and Kimball Hill Homes Houston Investments, L.L.C., an Illinois limited liability company (herein along with all subsequently admitted limited partners which are admitted in accordance with the terms and conditions of this Agreement and all successors and assigns are called the “Limited Partner” and the “Limited Partners”), (hereinafter the General Partner and the Limited Partners are collectively called the “Partners”) enter into this Limited Partnership Agreement effective May 1, 2003.

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PURCHASE AGREEMENT Kimball Hill, Inc. 101/2% Senior Subordinated Notes due 2012
Purchase Agreement • April 13th, 2006 • National Credit & Guaranty CORP • New York

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

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KIMBALL MOUNTAIN FIRST LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Nevada

This Agreement of Limited Partnership (the “Agreement”) made and entered into by and between Kimball Hill Homes Nevada, Inc., a Nevada corporation (the “General Partner”) and Kimball Hill Development Company, an Illinois corporation (the “Limited Partner”) dated effective as of October 15, 2003. The General Partner and the Limited Partner are collectively sometimes hereinafter referred to as the “Partners”.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KIMBALL HILL VILLAGES, LLC
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • California

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made as of December 23, 2004, by Kimball Hill Homes California, Inc., a California corporation in its capacity as the sole member of the Company (the “Member”) and as sole manager of the Company (the “Manager”), on the following terms and conditions.

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FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

This Kimball Hill Homes Stock Option Agreement (‘Agreement”) dated effective as of December 31, 2001 by and between Kimball Hill, Inc., an Illinois corporation (“Company”) and (“Optionee”).

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KIMBALL HILL BELLEVUE RANCH, LLC
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • California

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made as of July 15, 2004, by Kimball Hill Homes California, Inc., a California corporation in its capacity as the sole member of the Company (the “Member”) and as sole manager of the Company (the “Manager”), on the following terms and conditions.

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CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2005, 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 SYNDICATION AGENT,...
Credit Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

This Credit Agreement is entered into as of December , 2005, 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) HARRIS NESBITT, 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.

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KIMBALL HILL HOMES FORM OF NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

This Kimball Hill Homes Nonstatutory Stock Option Agreement (“Agreement”) dated effective as of December 31, 2001 by and between Kimball Hill, Inc., an Illinois corporation (“Company”) and (“Optionee”).

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Kimball Hill Homes Illinois, LLC Operating Agreement
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

This Operating Agreement (“Agreement”) is established as of this 15th day of April, 2004 by Kimball Hill, Inc., an Illinois corporation (“KHI”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

THIS AGREEMENT (“Agreement”), dated as of March 3, 2005 (“Agreement Date”), is made between Kimball Hill, Inc., an Illinois corporation having its principal place of business in Rolling Meadows, Illinois, and C. Kenneth Love, an individual resident of Illinois.

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OPERATING AGREEMENT
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Nevada

This Operating Agreement of CACTUS HILLS, LLC, a limited liability company organized pursuant to the Act, is entered into and shall be effective as of July , 2001 (the “Effective Date”), by and between the Company and Kimball Hill Homes Nevada, Inc., a Nevada corporation, its sole member.

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LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Texas

We, Kimball Hill, Inc., an Illinois corporation (herein along with all subsequently admitted general partners which are admitted in accordance with the terms and conditions of this Agreement and all successors and assigns are called the “General Partner”) and Kimball Hill Texas Investment Company, L.L.C. (herein along with all subsequently admitted limited partners which are admitted in accordance with the terms and conditions of this Agreement and all successors and assigns are called the “Limited Partner” and the “Limited Partners”), hereinafter the General Partner and the Limited Partners are collectively called the “Partners”, enter into this Limited Partnership Agreement effective the 11th day of November, 1999.

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KIMBALL HILL REFLECTIONS, LLC
Limited Liability Company Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • California

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made as of July 15, 2004, by Kimball Hill Homes California, Inc., a California corporation in its capacity as the sole member of the Company (the “Member”) and as sole manager of the Company (the “Manager”), on the following terms and conditions.

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FLEXIBLE EARLY PURCHASE FACILITY (Purchase and Sale Contract) MORTGAGE LOAN PURCHASE AND SALE AGREEMENT by and between WASHINGTON MUTUAL BANK, FA and KH FINANCIAL, L.P., an Illinois limited partnership dated as of October 14, 2004
Mortgage Loan Purchase and Sale Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Texas

Price The price paid for the above-described rights is described (as the “Acquisition Price”) in the attached Schedule of Mortgage Loans.

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OPERATING AGREEMENT OF KIMBALL HILL SHELDON LAKES, LLC
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • California

This Operating Agreement is established as of May 2, 2005, by Kimball Hill Homes California, Inc., a California corporation in its capacity as the sole member of the Company (the “Member”) and as sole manager of the Company (the “Manager”), on the following terms and conditions.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 13th, 2006 • National Credit & Guaranty CORP • New York

This REGISTRATION RIGHTS AGREEMENT dated December 19, 2005 (this “Agreement”) is entered into by and among Kimball Hill, Inc., an Illinois corporation (the “Company”), the guarantors listed in Schedule I hereto and J.P. Morgan Securities Inc. (“JPMorgan”) and the several initial purchasers listed in Schedule A hereto (the “Initial Purchasers”).

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Letter head of Coats, Rose, Yale, Ryman, & Lee] April 7, 2006
Opinion Letter • April 13th, 2006 • National Credit & Guaranty CORP

We are issuing this opinion letter for the limited purposes set forth herein in our capacity as special counsel to each of the above addressees all of which are Texas corporations, limited liability companies or limited partnerships as designated above (collectively the “Texas Guarantors” and each being a “Texas Guarantor”), in connection with each Texas Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $203,000,000 in aggregate principal amount of 10-1/2% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”). The Exchange Notes are to be issued by Kimball Hill, Inc., an Illinois corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about April 7, 20

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LIMITED PARTNERSHIP AGREEMENT OF KIMBALL HILL HOMES HOUSTON, L.L.P.
Limited Partnership Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Texas

We, Kimball Hill Homes Houston Operations, L.L.C., a Texas limited liability company (herein along with all subsequently admitted general partners which are admitted in accordance with the terms and conditions of this Agreement and all successors and assigns are called the “General Partner” and the “General Partners”), and Kimball Hill Homes Houston Investments, L.L.C., an Illinois limited liability company (herein along with all subsequently admitted limited partners which are admitted in accordance with the terms and conditions of this Agreement and all successors and assigns are called the “Limited Partner” and the “Limited Partners”), (hereinafter the General Partner and the Limited Partners are collectively called the “Partners”) enter into this Limited Partnership Agreement effective May 31, 2002.

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THE HAMILTON PLACE PARTNERSHIP LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

This Agreement of Limited Partnership (the “Agreement”) made and entered into by and between Kimball Hill, Inc., an Illinois corporation (the “General Partner”) and the corporation and individuals identified in Section 6.2 of this Agreement (the “Limited Partners”). The General Partner and the Limited Partners are collectively sometimes hereinafter referred to as the (“Partners”).

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OPERATING AGREEMENT
Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Illinois

This Operating Agreement (this “Agreement”) dated as of January 4, 2001, is entered into among HEARTHSTONE-MSII HOMEBUILDING INVESTORS, LLC, a Delaware limited liability company and HEARTHSTONE-SEPII HOMEBUILDING INVESTORS, LLC, a Delaware limited liability company (together, the “Hearthtone Affiliates”), KIMBALL HILL, INC., an Illinois corporation (“Kimball Hill”) and HEARTHSTONE, a California corporation, as manager (“Manager”).

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KIMBALL HILL TX PROPERTIES, LLC
Limited Liability Company Operating Agreement • April 13th, 2006 • National Credit & Guaranty CORP • Nevada

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made as of September 13, 2004, by Kimball Hill Homes Houston, LP, a Texas limited partnership, in its capacity as the sole member of the Company (the “Member”) and as sole manager of the Company (the “Manager”), on the following terms and conditions.

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