Exhibit 3.7

Form LP 201
(Rev. Jan. 1999)

Filing Fee $75

SUBMIT IN DUPLICATE!

File #

Assigned by
Secretary of State

Return to: Department of
Business Services
Limited Partnership Division
Room 357, Howlett Building
Springfield, IL 62756
Telephone: (217) 785-8960
http://www.sos.state.il.us.

All correspondence regarding
this filing will be sent to the
registered agent of the limited
partnership unless a self-
addressed envelope with pre-
paid postage is included.

JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS

CERTIFICATE OF LIMITED PARTNERSHIP
(Illinois limited partnership)
(Please type or print clearly)

Limited partnership’s name:

Bolingbrook Limited Partnership

The address, including county, of the office at which the records required by Section 104 are to be kept is: (P.O.

Box alone and c/o are unacceptable)

5999 New Wilke Road, Suite 504

Rolling Meadows, IL 60008

(Cook County).

Federal Employer Identification Number (F.E.I.N.):

Applied for.

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)

The limited partnership’s registered agent’s name and registered office address is:

Registered agent:

Jacqueline

Butler

First name

Middle name

Last name

Registered Office:

5999 New Wilke Road

504

(P.O. Box alone and

Number

Street

Suite #

c/o are unacceptable)

Rolling Meadows

Cook

Illinois

60008.

City

County

ZIP Code

The limited partnership’s purpose(s) is:

Invest in, acquire, hold, maintain, operate, improve, develop, sell,

exchange, lease and otherwise use certain real property in the Village of Bolingbrook, Illinois.

IRS Business Code Number is:

1510

Dissolution date is:

o Perpetual or

11-20-2020.

(month, day, year)

Form LP 201
(Rev. Jan. 1999)

8.	The total aggregate dollar amount of cash, property and services contributed by all partners is $3,200,000.00

9.	A brief statement of the partners’ membership termination and distribution rights: Without cause or the occurrence of certain events as described in the Partnership Agreement, neither party 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

/s/ Hal H. Barber

Number/Street

5999 New Wilke Road, Suite 504

Type or print name and title

Hal H. Barber, Sr.

City/town

Rolling Meadows, IL 60008

VICE-PRESIDENT H L - O

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!

Form LP 202
(Rev. Jan. 1999)

Filing Fee $25

SUBMIT IN DUPLICATE!

Return to: Department of
Business Services
Limited Partnership Division
Room 357, Howlett Building
Springfield, IL 62756
Telephone: (217) 785-8960
http://www.sos.state.il.us.

All correspondence regarding
this filing will be sent to
the registered agent of the
limited partnership unless a
self-addressed envelope with
pre-paid postage is included.

JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS

CERTIFICATE OF AMENDMENT
TO THE

CERTIFICATE OF LIMITED PARTNERSHIP
(Illinois limited partnership)
(Please type or print clearly)

1.	Limited partnership’s name:			Bolingbrook Limited Partnership

2.	File number assigned by the Secretary of State:				C010840.

3.	Federal Employer Identification Number (F.E.I.N.):					364409026.

4.	The certificate of limited partnership is amended as follows:
	(Check all applicable changes here and specify them in item 5.) (Address changes, P.O. Box alone and c/o are unacceptable)

	o	a)	Admission of a new general partner (give name and business address in item 5 on reverse).

	o	b)	Withdrawal of a general partner (give name in item 5 on reverse).

	ý	c)	Change of registered agent and/or registered agent’s office (give new name and address, including county on item 5 on reverse).

	o	d)	Change in the address of the office at which the records required by Section 201 of the Act are kept (give new address, including county, in item 5 on reverse).

	o	e)	Change in the general partners name and/or business address (give name and new address in item 5 on reverse).

	o	f)	Change in the partners’ total aggregate contribution amount (give new dollar amount in item 5 on reverse).

	o	g)	Change in limited partnership’s name (give new name in item 5 on reverse).

	o	h)	Change in date of dissolution (give new date in item 5 on reverse).

	o	i)	Other (give information in item 5 on reverse).

Form LP 202
(Rev. Jan. 1999)

5. Place Item #4 changes here:

The name and address of the new registered agent is CT Corporation System, 208 South LaSalle Street, Suite 814, Chicago, IL, 60604, Cook County.

If additional space is needed for item 4, it must be continued in the same format on a plain white 8 1/2 x 11 sheet, which must be stapled to this form.

6. NAME(S) & BUSINESS ADDRESS(ES) OF GENERAL PARTNER(S)

The undersigned affirms, under penalties of perjury, that the facts stated herein are true.

The original certificate of amendment must be signed by a general partner, all new general partners and at least one withdrawing general partner.

SIGNATURE AND NAME

BUSINESS ADDRESS

1. Signature

Number/Street

Type or print name and title

City/town

Name of General Partner if a corporation or

other entity

State

Illinois

ZIP Code

60008

2. Signature

/s/ Hal H. Barber

Number/Street

5999, New Wilke Road, Suite 504

Type or print name and title

Hal H. Barber, Senior

City/town

Rolling Meadows,

Vice President-Finance of Kimball Hill, Inc.

Name of General Partner if a corporation or

other entity

Kimball Hill, Inc.

State

Illinois

ZIP Code

60008

3. Signature

/s/

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.)

DO NOT SEND CASH!

	Form LP1108C
	(Rev. Jan. 2001)

	FILING DEADLINE IS
	PRIOR TO 11/01/02

	$15 FILING FEE

	Submit Typed
	Duplicate


	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 LP202 (ILLINOIS) OR LP905 (FOREIGN)

Registered Agent name and Registered Agent’s office address.

C T CORPORATION SYSTEM
208 SOUTH LASALLE STREET		COOK
CHICAGO, IL 60604-1136

Limited Partnership Name: BOLINGBROOK LIMITED PARTNERSHIP

Secretary of State’s Assigned File Number: C010840
Federal Employer Identification Number: 364409026
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 ROAD, SUITE 504
ROLLING MEADOWS, IL 60008

COOK

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, SENIOR VICE PRESIDENT
(Type or Print Name and Title)
KIMBALL HILL, INC.
(Name of General Partner if a corporation or other enity)
(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).

000562

Form LP 1110
(Rev. July 2003)

SUBMIT IN DUPLICATE!


REINSTATEMENT
FEE $200
PLUS PENALTY
AMOUNT (#6) + 100
TOTAL	$300






All correspondence regarding this filing will be sent to the registered agent of the limited partnership unless a self- addressed envelope with pre-paid postage is included.		JESSE WHITE SECRETARY OF STATE STATE OF ILLINOIS APPLICATION FOR REINSTATEMENT CERTIFICATE OF LIMITED PARTNERSHIP APPLICATION FOR ADMISSION

1.	Limited partnership’s name:				Bolingbrook Limited Partnership.

2.	File number assigned by the Secretary of State:					C010840.

3.	Federal Employer Identification Number (F.E.I.N.):						364409026.

4.	Admitting name, foreign only, or assumed name, if any, under which the limited partnership is transacting business in Illinois:.

5.	State of jurisdiction:			Illinois.

6.	The application for reinstatement is to return the limited partnership to good standing: (Check and complete where appropriate)

	ý	a)	$100 for each failure to file the renewal report(s) before the due date

	o	b)	$100 for each failure to file the renewal report(s) within 90 days after the anniversary date. The DEFAULT penalty.

	o	c)	$100 for failure to file a “Certificate to be Governed” in the specified time allowed. (Prior to 1/1/90)

	o	d)	$100 for failure to maintain a registered agent in this state as required.

	o	e)	$100 for failure to report a FEIN within 180 days after filing the Initial document with the Secretary of State.

Penalty of $100 for each delinquency checked in item number 6 (a through e above).

The penalty amount is: $100.00. (ENTER ON TOP OF FORM)

– over –

Reinstatement required but no additional penalty amount due:

o f) Other (specify)

o a) Failure to submit Certificate of Good Standing and/or Certificate of Existence.

o b) Failure to renew required assumed name.

This application must be accompanied by all delinquent reports and/or documents together with the filing fees and penalties required.

The undersigned affirms, under penalties of perjury, that the facts stated herein are true.

The original application for reinstatement must be signed by at least one general partner.

Signature

/s/ Hal H. Barber

Type or print name and title

Hal H. Barber, Senior Vice President,

Name of General Partner if a corporation or other entity

Kimball Hill, Inc., member of:

Kimball Hill Homes Illinois, LLC - 0116-3396

(must be in good standing)

(Signature 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!

RETURN TO:

Secretary of State
Department of Business Services
Limited Partnership Section
Room 357, Howlett Building
Springfield, Illinois 62756
Telephone: (217) 785-8960
http://www.ilsos.net

Form LP 202
(Rev. July 2003)

Filing Fee $50

SUBMIT IN DUPLICATE!

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 with
pre-paid postage is included.

JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS

CERTIFICATE OF AMENDMENT
TO THE

CERTIFICATE OF LIMITED PARTNERSHIP
(Illinois limited partnership)
(Please type or print clearly)

1.	Limited partnership’s name:			BOLINGBROOK LIMITED PARTNERSHIP.

2.	File number assigned by the Secretary of State:				C010840.

3.	Federal Employer Identification Number (F.E.I.N.):					364409026.

4.	The certificate of limited partnership is amended as follows:
	(Check all applicable changes here and specify them in item 5.)
	(Address changes, P.O. Box alone is unacceptable)

	ý	a)	Admission of a new general partner (give name and business address in item 5 on reverse).

	ý	b)	Withdrawal of a general partner (give name in item 5 on reverse).

	o	c)	Change of registered agent and/or registered agent’s office (give new name and address, including county on item 5 on reverse).

	o	d)	Change in the address of the office at which the records required by Section 201 of the Act are kept (give new address in item 5 on reverse).

	o	e)	Change in general partners name and/or business address (give name and address in item 5 on reverse).

	o	f)	Change in the partners’ total aggregate contribution amount (give new dollar amount in item 5 on reverse).

	o	g)	Change in limited partnership’s name (give new name in item 5 on reverse).

	o	h)	Change in date of dissolution (give new date in item 5 on reverse).

	o	i)	Other (give information in item 5 on reverse).

5. Place Item #4 changes here:

new General Partner:
Address:

Kimball Hill Homes Illinois, LLC
5999 New Wilke Road, Bldg 5
Rolling Meadows, IL 60008

Withdrawn General Partner:

Kimball Hill, Inc.
5999 New Wilke Road, Suite 504
Rolling Meadows, IL 60008

If additional space is needed for item 4, it must be continued in the same format on a plain while 8 1/2 x 11 sheet; which must be stapled to this form.

6. NAME(S) & BUSINESS ADDRESS(ES) OF GENERAL PARTNER(S)

The undersigned affirms, under penalties of perjury, that the facts stated herein are true.

The original certificate of amendment must be signed by a general partner, all new general partners and at least one withdrawing general partner.

SIGNATURE AND NAME

BUSINESS ADDRESS

Signature

/s/ Hal H. Barber

Number/Street

5999 New Wilke Road, Bldg 5

Type or print name and title

Hal H. Barber

City/town

Rolling Meadows, IL 60008

Senior Vice President, Kimball Hill, Inc., mbr

Name of General Partner if a corporation or

other entity

Kimball Hill Homes, Illinois, LLC

State

Illinois

ZIP Code

60008

(must be in good standing)

Signature

/s/ Hal H. Barber

Number/Street

5999 New Wilke Road, Suite 504

Type or print name and title

Hal H. Barber

City/town

Rolling Meadows

Senior Vice President

Name of General Partner if a corporation or

(Withdrawing General Partner)

other entity

Kimball Hill, Inc.

State

Illinois

ZIP Code

60008

(must be in good standing)

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.)

DO NOT SEND CASH!

	Form LP110BC
	(Rev. 06/12/2003)

	FILING DEADLINE IS
	PRIOR TO 11/01/2004

	$150 FILING FEE

	Submit Typed
	Duplicate

	DO NOT SEND CASH !




	SECRETARY OF STATE - STATE OF ILLINOIS LIMITED PARTNERSHIP BIENNIAL RENEWAL REPORT

	DO NOT MAKE CHANGES ON THIS FORM IF EXCHANGES ARE NECESSARY PLEASE USE AMENDMENT FORM I.P. 202 (ILLINOIS) OR I.P. 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: BOLINGBROOK LIMITED PARTNERSHIP

Secretary of State’s Assigned File Number: C010840

Federal Employer Identification Number: 364409026

State of Jurisdiction: Illinois

I affirm this limited partnership still exists in Illinois. If Foreign attach a current Certificate of Good Standing

Address of office where records required by Section 104 (Illinois) or Section 902 (Foreign) are kept:

5999 NEW WILKE ROAD, 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, Kimball Hill, Inc. mbr of GP
(Type or Print Name and Title)
Kimball Hill Homes, Illinois, LLC

(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).

000540