Exhibit 3.66
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
KIMBALL HILL HOMES SAN ANTONIO,
L.P.
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 April 10, 2003, which thereafter was amended by
the certain First Amendment dated as of January 27, 2004, the
certain Second Amendment dated as of May 20, 2004, and the certain
Third Amendment dated as of December 13, 2005.
KHH Houston Operations and KHH
Houston Investments wish to amend and restate the Limited
Partnership Agreement of Kimball Hill Homes San Antonio, L.P. in
order to set forth all provisions relating to the Partnership in
one document. Accordingly, KHH Houston Operations (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 KHH Houston Investments (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 Amended and Restated
Limited Partnership Agreement as of June 30, 2006.
ARTICLE I
FORMATION
1.1
The parties have formed a limited partnership (the
“Partnership”) under and pursuant to the Texas Revised
Limited Partnership Act (the “TRLPA”).
1.2
The parties have executed and filed with the Secretary of State of
the State of Texas a Certificate of Limited Partnership. The
General Partner is hereby authorized and empowered by the Limited
Partners to prepare, execute, file and publish any amended or
modified Certificates of Limited Partnership and to take any and
all other actions, including without limitation preparing,
executing, filing and publishing any other documents, certificates
and registrations, as may be necessary or desirable for the
Partnership to engage in business in the State of Texas and any
other state where the Partnership may engage in business.
Each Limited Partner specifically designates and appoints the
General Partner, for and on its behalf, as its attorney for the
exclusive purpose of signing and attesting to any and all such
documents, certificates and registrations.
1.3
The purposes of the Partnership shall be:
A.
To engage in the business of buying
and selling real estate, designing and developing subdivisions and
communities, and constructing, marketing and selling single-family
homes, townhomes, condominiums and other residential
structures;
B.
To engage in any lawful business or
activity for which limited partnerships may be formed under the
TRLPA as may be determined from time to time by the General
Partner, in its sole discretion; it being provided however, that
nothing in this Article I is to be construed as authorizing the
Partnership to transact any business in any state, or to engage in
any activity in any state which cannot lawfully be engaged in by a
limited partnership formed, organized and/or registered as the
Partnership may be from time to time in such state; and
C.
To engage in such other activities
as may be necessary, advisable, or convenient to the promotion or
conduct of the business of the Partnership, as may be determined by
the General Partner, in its sole discretion.
ARTICLE II
NAME AND PLACE OF
BUSINESS
2.1
The name of the Partnership is KIMBALL HILL HOMES SAN ANTONIO,
L.P. The business of the Partnership shall be conducted under
such name and under such variations of this name as may be
necessary to comply with the law of any state where the Partnership
may do business or make investments, including any designations
necessary to comply with any registration requirements for limited
liability partnerships (the “Partnership
Name”).
The General Partner shall promptly
execute and duly file with the proper offices in each state in
which the Partnership may conduct business one or more certificates
as required by the Fictitious Name or Assumed Name Act or similar
statute in effect as to each such state in which such business is
so conducted.
The Partnership may conduct business
under the Partnership Name or any other name which has been
properly registered in the state in which the Partnership is
conducting business, including assumed names and any required
special limited liability partnership designations.
2.2
The principal place of business of the Partnership is located at
1017 Central Parkway North, Suite 112, San Antonio, Texas 78232,
which shall be the principal office in the United States as defined
in the TRLPA. The registered agent of the Partnership is CT
Corporation System and the registered office of the Partnership
shall be located at 350 North St. Paul Street, Dallas, Texas
75201. The General Partner from time to time may change the
principal office, the registered agent and the registered office of
the Partnership and may establish and designate any additional
places of business and registered offices as may be desired by the
General Partner or as may be required by the laws of any state in
which the Partnership may conduct its business by complying with
the provisions of the TRLPA and all other applicable
laws.
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2.3
The name and address of the General Partner of the Partnership are
set forth in the attached Exhibit A, which is incorporated by this
reference herein. There are no other general partners of the
Partnership and no other person or entity has any right to take
part in the active management of the business affairs of the
Partnership, except as otherwise provided in this
Agreement.
2.4
The name and address of the Limited Partner of the Partnership are
set forth in the attached Exhibit A, which is incorporated by this
reference herein. There are no other limited partners of the
Partnership.
ARTICLE III
PARTNERSHIP TERM
3.1
The Partnership shall commence as of the date of the filing of the
Certificate and the Partnership shall continue in existence until
it is terminated, liquidated, or dissolved in accordance with this
Agreement or by operation of law.
ARTICLE IV
PARTNER INTERESTS
4.1
The General Partner shall own and hold one percent (1%) of the
entire interest in and to the Partnership.
4.2
The Limited Partner shall own and hold ninety-nine percent (99%) of
the entire interest in and to the Partnership.
ARTICLE V
CAPITAL
CONTRIBUTIONS
5.1
The General Partner has contributed the sum of $99,000.00 to the
capital of the Partnership.
5.2
The Limited Partner has contributed the sum of $1,000.00 to the
capital of the Partnership.
5.3
Contributions to the capital of the Partnership will not bear or
accrue interest in favor of the contributing Partner.
5.4
The Limited Partner shall not be required to make any additional
capital contributions.
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ARTICLE VI
ALLOCATION OF NET PROFITS AND NET
LOSSES
AND DISTRIBUTION OF NET
PROFITS
6.1
The General Partner shall allocate net profits and net losses
annually. Interest shall not be paid to Partners on contributions
of capital to the Partnership. The amount of net profits and
net losses of the Partnership to be allocated to and charged
against each Partner for each taxable year of the Partnership shall
be determined by the percentage such Partner owns in the
Partnership.
6.2
The terms, “net profits” and “net losses”
shall mean income or gain of any kind actually received or deemed
to be received by the Partnership less deductions (exclusive of
non-cash deductions, including but not limited to depreciation),
expenditures, or charges actually incurred or deemed to be incurred
by the Partnership, including reserves and allocations for
reserves, all as determined by the General Partner in its sole
discretion.
6.3
Cash, when available, may be distributed by the General Partner to
all partners in the same ratio as profits and losses are
shared. Cash distributions from the Partnership may be made
by the General Partner to all Partners without regard to the
profits or losses of the Partnership from operations; provided,
that no cash distributions shall be made which will impair the
ability of the Partnership to pay its just debts as they
mature. The General Partner shall determine, in its sole
discretion, when, if ever, cash distributions shall be made to the
Partners pursuant to the provisions and the tenor of this
Agreement. There shall be no obligation to return to the
General Partner or the Limited Partner, or to any one of them, any
part of their capital contributed to the Partnership, for so long
as the Partnership continues in existence. No General or
Limited Partner shall be entitled to any priority or preference
over any other partner as to cash distributions.
ARTICLE VII
PARTNERSHIP PROPERTYAND FISCAL
MATTERS
7.1
All real and personal property shall be owned by the
Partnership. A Partner shall have no interest in specific
property of the Partnership. Each Partner hereby expressly
waives the right to require partition of any Partnership property
or any part thereof.
7.2
The Partnership’s books and records and all required income
tax returns shall be kept or made on the calendar year basis. The
General Partner shall determine whether the cash or accrual method
of accounting is to be used in keeping the Partnership
records.
7.3
The General Partner shall keep and make available to all Partners,
upon reasonable notice, during normal business hours, just and true
books of account and all other Partnership records. The
General Partner shall furnish all Partners with a year ending
balance sheet for the Partnership and such information as is
reasonably necessary for them to complete their federal and state
income tax forms, including statements of the net distributable
income or loss to each partner from the operation of the
Partnership. All of the above duties and services shall be deemed
an expense of the Partnership.
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7.4
The General Partner shall receive all monies of the Partnership and
shall deposit them in one or more Partnership accounts at a bank or
other financial institution of the General Partner’s
choosing. All expenditures for Partnership business shall be
made by checks drawn against these Partnership accounts.
ARTICLE VIII
MANAGEMENT OF THE
PARTNERSHIP
8.1
The General Partner shall have sole authority to manage the
business and affairs of the Partnership, which authority shall be
delegated as provided in this Agreement. Subject to the
limitations in this Agreement, the General Partner shall have the
authority to take any action it deems to be necessary or
appropriate in connection with the business and affairs of the
Partnership, including without limitation the power and authority
to:
A.
Acquire, own, hold, dispose, convey,
exchange, lease, convert, grant an option, assign, improve, build,
manage, operate, and control real or personal property upon such
terms and conditions as the General Partner may, from time to time,
determine in its sole discretion;
B.
Finance the Partnership’s
activities by borrowing money on behalf of the Partnership from any
person, firm or entity for any Partnership purpose on such terms
and conditions as the General Partner deems appropriate, and to
obligate the Partnership to repay the borrowed money, and to
pledge, mortgage, encumber, hypothecate and grant security
interests in Partnership properties to secure its
payment;
C.
Carry, at the expense of the
Partnership, insurance of the kinds and in the amounts that the
General Partner deems advisable or make other arrangements for
payment of losses or liabilities to protect the Partnership or the
Partners, agents, and employees of the Partnership, or persons
serving at the request of the Partnership as representatives of
another enterprise;
D.
Employ or contract with any
individual, attorney, investment adviser, accountant, broker, tax
specialist, manager, salesman, or any other agent, and pay
reasonable compensation for all services performed by any of them
as a Partnership expense;
E.
Employ any individual or entity on
behalf of the Partnership and at the Partnership’s expense to
help or assist the General Partner in performing its
duties;
F.
Employ any individual or entity on
behalf of the Partnership and at the Partnership’s expense in
connection with the performance of the business of the
Partnership;
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G.
Delegate all or any of its duties
hereunder and contract with any person or entity that the General
Partner, in its sole discretion, deems necessary or desirable for
the transaction of the business of the Partnership;
H.
Compromise, participate in
mediation, submit to arbitration, release with or without
consideration, extend time for payment, or otherwise adjust any
claims in favor of or against the Partnership;
I.
Commence or defend any litigation
with respect to the Partnership or any Partnership property, at the
expense of the Partnership;
J.
Pay or reimburse any and all actual
fees, costs and expenses incurred in the formation, organization
and operation of the Partnership;
K.
Abandon any Partnership asset that
the General Partner deems advisable;
L.
Do all acts, take part in any
proceedings, and exercise all rights and privileges as could an
absolute owner of Partnership property; and
M.
Take any and all other action which
is permitted under the TRLPA or which is customary or reasonably
related to the operation, management or conducting of the business
or affairs of the Partnership, subject to the limitations expressly
stated in this Agreement. The enumeration of powers in this
Agreement shall not limit the general or implied powers of the
General Partner or any additional powers provided by
law.
N.
Take any and all action required to
guarantee the indebtedness of Kimball Hill, Inc. and/or its
subsidiaries.
8.2
The General Partner hereby establishes a committee (the
“Management Committee”) and delegates to the Management
Committee the General Partner’s full power and authority to
represent the Partnership, to act in the name of the Partnership
and to manage the business of the Partnership, including without
limitation the powers and authorities set forth in Section 8.1 of
this Agreement. Further, the General Partner hereby
authorizes the Management Committee to delegate its powers and
authorities to the officers or other managers of the
Partnership. In addition, the officers of the Partnership
described in Section 8.5 shall have the powers and authorities set
forth therein. The officers of the Partnership shall conduct
the business operations and activities of the Partnership in a
manner consistent with the policies adopted from time to time by
the Management Committee.
8.3
The Management Committee shall consist of three persons
(“Management Committee Members”), who shall be
appointed from time to time by the General Partner. Each
Management Committee Member shall hold office until his successor
shall have been appointed by the General Partner. Management
Committee Members need not be residents of Texas. Any vacancy
occurring in the Management Committee shall be filled by the
General Partner.
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8.4
The Management Committee shall meet at such times and places as a
majority of the Management Committee Members may designate from
time to time. Notice of any meeting shall be given at least
five days previous thereto by written notice mailed or telefaxed to
each Management Committee Member at his business address, unless
the giving of such notice is waived by such Management Committee
Member. The attendance of a Management Committee Member at
any meeting shall constitute a waiver of notice of such
meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of the Management Committee need be
specified in the notice or waiver of notice of such
meeting.
8.5
A majority of the Management Committee shall constitute a quorum
for transaction of business at any meeting of the Management
Committee. The act of the majority of the Management
Committee Members present at a meeting at which a quorum is present
shall be the act of the Management Committee. Any action
which may be taken at a meeting of the Management Committee may be
taken without a meeting if a written consent, setting forth the
action so taken, shall be signed by all the Management Committee
Members. Any written consent signed by all the Management
Committee Members shall have the same effect as a unanimous vote,
and may be stated as such in any document reflecting action taken
by the Management Committee.
8.6
The officers of the Partnership shall be a chairman and chief
executive officer, one or more vice chairmen, a president, one or
more vice-presidents, a chief financial officer, a treasurer, a
secretary, one or more assistant treasurers and assistant
secretaries, and such other officers as may be elected or appointed
from time to time by the Management Committee. Any two or
more offices may be held by the same person. Each officer
shall hold office until his successor shall have been
duly
