Exhibit 3.110(b)
THIRD AMENDMENT TO
RIVER OAKS REALTY LIMITED PARTNERSHIP AGREEMENT
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.
Houston Operations, as General
Partner, and Houston Investments, as Limited Partner, entered into
the River Oaks Realty Limited Partnership Agreement effective as of
May 1, 2003. Subsequently, Houston Operations and Houston
Investments entered into the certain First Amendment to River Oaks
Realty Limited Partnership Agreement effective as of May 20, 2004
and the Second Amendment to River Oaks Realty Limited Partnership
Agreement effective December 13, 2005.
Houston Investments (hereinafter
called the “Limited Partner”) and Houston Operations
(hereinafter called the “General Partner”) wish to
further amend the River Oaks Realty Limited Partnership Agreement
as provided hereinafter.
NOW, THEREFORE, the General Partner
and the Limited Partner hereby amend Article VIII of the River Oaks
Realty Limited Partnership Agreement by deleting Article VIII in
its entirety and replacing it with the following new Article
VIII:
ARTICLE VIII
MANAGEMENT AND INDEMNIFICATION
Section
8.1
Authority of General Partner
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:
8.1.1
acquire by purchase, lease, or otherwise, any real or personal
property, tangible or intangible and to deal with, purchase, sell,
mortgage, transfer, assign or otherwise dispose of any and all of
the assets of the Partnership;
8.1.2
construct, operate, maintain, finance, and improve, and to own,
sell, convey, assign, mortgage, or lease any real estate and any
personal property;
8.1.3
sell, dispose, trade, or exchange Partnership assets in the
ordinary course of the Partnership’s business;
8.1.4
enter into agreements and contracts and to give receipts, releases,
and discharges;
8.1.5
purchase liability and other insurance to protect the
Partnership’s properties and business;
8.1.6
execute or modify leases with respect to any part or all of the
assets of the Partnership;
8.1.7
prepay, in whole or in part, refinance, amend, modify, or
extend any mortgages, trust deeds or security agreements which may
affect any asset of the Partnership and in connection therewith to
execute for and on behalf of the Partnership any extensions,
renewals, or modifications of such mortgages, trust deeds or
security agreements;
8.1.8
execute any and all other instruments and documents which may
be necessary or in the opinion of the General Partner desirable to
carry out the intent and purpose of this Agreement, including, but
not limited to, documents whose operation and effect extend beyond
the term of the Partnership;
8.1.9
make any and all expenditures which the General Partner, in its
sole discretion, or in the discretion of the parties to whom the
General Partner has delegated the authority to act for the
Partnership as provided for above, deems necessary or appropriate
in connection with the management of the affairs of the Partnership
and the carrying out of its obligations and responsibilities under
this Agreement, including, without limitation, all legal,
accounting and other related expenses incurred in connection with
the organization and financing and operation of the
Partnership;
8.1.10
enter into any kind of activity necessary to, in connection
with, or incidental to, the accomplishment of the purposes of the
Partnership;
8.1.11
invest and reinvest Partnership reserves in short-term instruments
or money market funds;
8.1.12
take any and all other action which is permitted under law 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; and 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;
8.1.13
take any and all action required to guarantee the indebtedness of
Kimball Hill, Inc and/or its subsidiaries; and
8.1.14
delegate any or all of its authority and powers as manager of the
Partnership to the Management Committee.
2
Section
8.2
Establishment of Management Committee
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.
Section
8.3
Composition of Management Committee
The Management Committee shall
consist of three persons (“Management Committee
Members”), who shall be appointed from time to time by the
General Partner. The General Partner hereby appoints David K.
Hill
