Exhibit 3.121
| | Form LP 201
(Rev. July 2003)
Filing Fee $150
SUBMIT IN DUPLICATE !
File # S020078
Assigned by
Secretary of State
Return to: Department of
Business Services
Limited Partnership Section
Room 357, Howlett Building
Springfield, IL 62756
Telephone: (217) 785-8960
http://www.ilsos.net All correspondence regarding
this filing will be sent to the registered
agent of the limited partnership
unless a self-addressed envelope
is included. | |
JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS
CERTIFICATE OF LIMITED PARTNERSHIP
(Illinois limited partnership)
(Please type or print clearly) |
1. | Limited partnership’s name: | Waterford Limited Partnership |
| | |
2. | The address of the office at which the records (including county) required by Section 104 are to be kept is: (P.O. |
| Box alone and c/o are unacceptable). | | Kimball Hill, Inc., Attn: Hal Barber, Sr. Vice President, 5999 New |
| Wilke Road, Suite 504, Rolling Meadows, Cook County, Illinois 60008. |
| |
3. | Federal Employer Identification Number (F.E.I.N.): | Applied For. |
| | |
4. | This certificate of limited partnership is effective on: (Check one) |
| a) ý the filing date, or b) o another date later than but not more than 60 days subsequent |
| | to the filing date: | | . |
| | (month, day, year) | |
| | | |
5. | The limited partnership’s registered agent’s name and registered office address is: |
| |
| Registered agent: | CT Corporation System |
| | First name | Middle name | Last name |
| Registered Office: | 208 S. LaSalle Street | 814 |
| (P.O. Box alone is | Number | Street | Suite # |
| unacceptable) | Chicago, | Illinois | 60604 |
| | City | County | ZIP Code |
| | | | |
6. | The limited partnership’s purpose(s) is: | Acquisition, development and sale of real estate. |
| . |
| |
| IRS Business Code Number is: | 1510 |
| | |
7. | The latest date, if any, upon which the limited partnership is to dissolve. | Perpetual |
| | | (month, day, year) |
| | | | | | | | | | | | | | | | | | | | | |
8. | The total aggregate dollar amount of cash, property and services contributed by all partners is (optional) |
| $60,000 |
| |
9. | If agreed upon, a brief statement of the partners membership termination and distribution rights: (optional) |
| Without cause or the occurrence of certain events as described in the partnership agreement, neither partner may unilaterally |
terminate its membership in the limited partnership. |
NAME(S) & BUSINESS ADDRESS(ES) OF GENERAL PARTNER(S)
The undersigned affirms, under penalties of perjury, that the facts stated herein are true.
All general partners are required to sign the certificate of limited partnership.
SIGNATURE AND NAME | | BUSINESS ADDRESS |
| | |
1. Signature | Hal H. Barber | | Number/Street | 5999 New Wilke Road, Suite 505 |
| | | | |
Type or print name and title | Hal H. Barber, Sr. Vice | | City/town | Rolling Meadows |
President | | |
Name of General Partner if a corporation or | | |
other entity | Kimball Hill, Inc. | | State | Illinois | ZIP Code | 60008 |
| | | | | | | | | |
2. Signature | | | Number/Street | |
| | | | |
Type or print name and title | | | City/town | |
| | | | |
Name of General Partner if a corporation or | | |
other entity | | | State | | ZIP Code | |
| | | | | | | | | |
3. Signature | | | Number/Street | |
| | | | |
Type or print name and title | | | City/town | |
| | | | |
Name of General Partner if a corporation or | | |
other entity | | | State | | ZIP Code | |
| | | | | | |
| | | | | | | | | |
(Signatures must be in BLACK INK on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)
FORMS OF PAYMENT:
Payment must be made by certified check, cashier’s check,
Illinois attorney’s check, Illinois C.P.A.’s check or money
order, payable to “Secretary of State.”
DO NOT SEND CASH!
DO NOT STAPLE
| | Form LP 202
January 2005
Filing Fee: $50
Submit in duplicate. Payment must be
made by certified check, cashier’s check,
Illinois attorney’s check, Illinois C.P.A.’s
check or money order, payable to
Secretary of State.
Please do not send cash. Department of Business Services
Limited Partnership Division
357 Howlett Building
Springfield, IL 62756
217-785-8960
www.cyberdriveillinois.com
Correspondence regarding this filing will
be sent to the registered agent of the
Limited Partnership unless a self-
addressed, stamped envelope is
included.
| |
PAID
AUG 17 2005
Illinois Secretary of State
Department of Business Services
Certificate of Amendment to the
Certificate of Limited Partnership
(Illinois Limited Partnership or LLLP)
|
Please type or print clearly. | |
| |
1. | Limited Partnership Name: | Waterford Limited Partnership |
| | |
2. | File Number assigned by Secretary of State: | S020078 |
| | |
3. | Federal Employer Identification Number (F.E.I.N.): | 20-0726835 |
| | |
4. | The Certificate of Limited Partnership is amended as follows: |
| (Check applicable changes and specify in item 5. For address changes, P.O. Box alone is unacceptable.) |
| ý | a) | | Admission of a new General Partner (give name and business address in item 5) |
| ý | b) | | Withdrawal of a General Partner (give name in item 5) |
| o | c) | | Change of Registered Agent and/or Registered Agent’s office (give new name and address, including county in item 5) |
| o | d) | | Change in address of office at which the records required by Section 201 of the Act are kept (give new address in item 5) |
| o | e) | | Change in General Partner’s name and/or business address (give new name and address in item 5) |
| o | f) | | Change in Partner’s total aggregate contribution amount (give new dollar amount in item 5) |
| o | g) | | Change in Limited Partnership’s name (give new name in item 5) |
| o | h) | | Change in Date of Dissolution (give new date in item 5) |
| o | i) | | Other (give information in item 5) |
| o | j) | | Dissociation of General Partner (only for Limited Partnerships registered in 2005 and later; give name in item 5) |
| | | | |
5. | Item #4 changes (For additional space, continue on next page.): |
| |
| New General Partner:
Kimball Hill Homes Illinois, LLC
5999 New Wilke Road
Rolling Meadows, Illinois 60008 |
| |
| Withdrawing General Partner: Kimball Hill, Inc. |
| | | | | | | | |
Printed by authority of the State of Illinois. 1 — June 2005 — C LP 9.13
FORM LP 202
5. Item #4 changes (cont.)
Names and Business Addresses of General Partners
The undersigned affirms, under penalties of perjury, that the facts stated herein are true. As per Section 204, Article 2, of the Uniform Limited Partnership Acts, the following signatures are required:
• at least one General Partner on record,
• all new General Partners,
• all Dissociated and withdrawing General Partners (only if LP has registered in 2005 or later).
If adding or deleting a statement that this Limited Partnership is a Limited Liability Limited Partership, all General Partners on record must sign.
1. | /s/ Hal H. Barber | | 2. | /s/ Hal H. Barber | |
| Signature | | Signature |
| Hal H. Barber, Vice President | | Hal H. Barber, Senior Vice President |
| Name and Title (type or print) | | Name and Title (type or print) |
| Kimball Hill Homes Illinois, LLC (New General Partner) | | Kimball Hill, Inc. (Withdrawing General Partner) |
| General Partner Name if corporation or other entity (must be in good standing) | | General Partner Name if corporation or other entity (must be in good standing) |
| 5999 New Wilke Road Kimball Hill Inc | | 5999 New Wilke Road |
| Street Address | | Street Address |
| Rolling Meadows, Illinois 60008 | | Rolling Meadows, Illinois 60008 |
| City, State, ZIP | | City, State, ZIP |
3. | | 4. | |
| Signature | | Signature |
| | | |
| Name and Title (type or print) | | Name and Title (type or print) |
| | | |
| General Partner Name if corporation or other entity (must be in good standing) | | General Partner Name if corporation or other entity (must be in good standing) |
| | | |
| Street Address | | Street Address |
| | | |
| City, State, ZIP | | City, State, ZIP |
Signatures must be in black ink on an original document.
Carbon copy, photocopy or rubber stamp signatures
may only be used on conformed copies.
Printed by authority of the State of Illinois. 1—June 2005—CLP 9.13
| | Form LP1108C
(Rev. 06/12/2003) FILING DEADLINE IS PRIOR TO 11/01/2006 $ 150 FILING FEE Submit Typed
Duplicate PAID OCT 12 2005
DO NOT SEND CASH!
| | |
| SECRETARY OF STATE - STATE OF ILLINOIS
LIMITED PARTNERSHIP BIENNIAL RENEWAL REPORT |
| DO NOT MAKE CHANGES ON THIS FORM. IF CHANGES ARE NECESSARY, PLEASE USE AMENDMENT FORM LP 202 (ILLINOIS) OR LP 905 (FOREIGN). |
Registered Agent name and Registered Agent’s office address.
C T CORPORATION SYSTEM | | |
208 SO LASALLE ST, SUITE 814 | | Cook County |
CHICAGO IL 60604-1101 | | |
Limited Partnership Name: WATERFORD LIMITED PARTNERSHIP
Secretary of State’s Assigned File Number: S020078
Federal Employer Identification Number: 200726835
State of Jurisdiction: Illinois If Foreign attach a current Certificate of Good Standing
I affirm this limited partnership still exists in Illinois.
Address of office where records required by Section 104 (Illinois) or Section 902 (Foreign) are kept:
5999 NEW WILKE RD SUITE 504 Cook County
ROLLING MEADOWS IL 60008
The undersigned affirms, under penalty of perjury, that the facts stated herein are true.
Renewal report must be signed by a general partner. | | | RETURN TO:
Secretary of State
Department of Business Services
Limited Partnership Division
Room 357 Howlett Building
Springfield, Illinois 62756
Telephone: (217) 785-8960 |
/s/ Hal H. Barber | | |
(Signature) | | |
Hal H. Barber, Vice President | | |
(Type or Print Name and Title) | | |
Kimball Hill Homes Illinois, LLC, General Partner | | |
(Name of General Partner if a corporation or other entity) | | |
(Signature must be in black ink on an original document. Carbon copy, photo copy or rubber stamp signature may only be used on conformed copies).
