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Exhibit 4.1(d)    
    


THIRD SUPPLEMENTAL INDENTURE  


        This Third Supplemental Indenture, dated as of October 2, 2007 (this "Third Supplemental Indenture"), among
Terramina LLC (the "New Guarantor"), Kimball Hill, Inc. (together with its successors and assigns, the
"Company"), each other existing Guarantor under the Indenture referred to below (the "Existing
Guarantors"), and U.S. Bank National Association (the "Trustee"), as Trustee under the Indenture referred to below. Capitalized
terms used and not defined herein shall have the same meanings given in the Indenture unless otherwise indicated. 


W I T N E S S E T H:  


        WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of December 19, 2005 (as amended, supplemented, waived
or otherwise modified, the "Indenture"), providing for the issuance of 101/2% Senior Subordinated Notes due 2012 of the Company (the
"Notes"); 


        WHEREAS,
pursuant to Section 4.13 of the Indenture, if the Company acquires or creates any additional Subsidiary which is a Restricted Subsidiary, each such Subsidiary shall
execute and deliver a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee the Company's obligations under the Notes and the Indenture; 


        WHEREAS,
the New Guarantor is a Restricted Subsidiary of the Company; 


        WHEREAS,
the Company and the Trustee desire to have the New Guarantor enter into this Third Supplemental Indenture and agree to guarantee the obligations of the Company under the
Indenture and the Notes and the
New Guarantor desires to enter into this Third Supplemental Indenture and to guarantee the obligations of the Company under the Indenture and the Notes as of such date; 



        WHEREAS,
Section 8.01 of the Indenture provides that the Company, the Existing Guarantors and the Trustee may, without the written consent of the Holders of the outstanding Notes,
amend the Indenture as provided herein; 


        WHEREAS,
by entering into this Third Supplemental Indenture, the Company and the Trustee have consented to amend the Indenture in accordance with the terms and conditions herein; 


        WHEREAS,
each Existing Guarantor hereby acknowledges and consents to amend the Indenture in accordance with the terms and conditions herein; and 



        WHEREAS,
all acts and things prescribed by the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of the New Guarantor (as now in effect) necessary to
make this Third Supplemental Indenture a valid instrument legally binding on the New Guarantor for the purposes herein expressed, in accordance with its terms, have been duly done and performed. 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 



        Section 1.    Agreement to be Bound.    The New Guarantor hereby becomes a party to the Indenture as a
Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. 


        Section 2.    Compliance with and Fulfillment of Condition of Section 4.13.    The execution and
delivery of this Third Supplemental Indenture and the Notation of Guarantee by the New Guarantor (along with such documentation relating thereto as the Trustee shall require) fulfills the obligations
of the Company under Section 4.13 of the Indenture. 


        Section 3.    Ratification of Indenture; Supplemental Indenture Part of Indenture; Trustee's
Disclaimer.    Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and
delivered shall be 


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bound
hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture. 


        Section 4.    Governing Law.    THIS THIRD SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. 



        Section 5.    No Adverse Interpretation of Other Agreements.    This Third Supplemental Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries (other than the Indenture). No such indenture, loan or debt agreement may be used to interpret this
Third Supplemental Indenture or the Indenture. 


        Section 6.    Successors.    This Third Supplemental Indenture shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. 



        Section 7.    Separability.    Each provision of this Third Supplemental Indenture shall be considered
separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Third Supplemental Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        Section 8.    Counterpart Originals.    The parties may sign multiple counterparts of this Third Supplemental
Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. 


        Section 9.    Headings, etc.    The headings of the Sections of this Third Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 


*    *    *    *    * 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date Third above written. 



	

 	
 	
TERRAMINA LLC, as a Guarantor
	

 	
 	

By:	
 	

Kimball Hill Homes Nevada, Inc., its Manager
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman and Chief Executive Officer
	

 	
 	
KIMBALL HILL, INC.
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman, Chief Executive Officer and Director




Signature Page to Third Supplemental Indenture  









	

 	
 	
CACTUS HILLS, LLC

KIMBALL HILL HOMES TEXAS INVESTMENTS, L.L.C.

KIMBALL HILL HOMES TEXAS OPERATIONS, L.L.C.

KIMBALL HILL TEXAS INVESTMENT COMPANY, L.L.C.

KIMBALL HILL FAR EAST DETROIT, LLC

KH FINANCIAL HOLDING COMPANY

KHH TEXAS TRADING COMPANY L.P.

KIMBALL HILL HOMES AUSTIN, L.P.

KIMBALL HILL HOMES CALIFORNIA, INC.

KIMBALL HILL HOMES DALLAS, L.P.

KIMBALL HILL HOMES FLORIDA, INC.

KIMBALL HILL HOMES HOUSTON, L.P.

KIMBALL HILL HOMES ILLINOIS, LLC

KIMBALL HILL HOMES NEVADA, INC.

KIMBALL HILL HOMES OHIO, INC.

KIMBALL HILL HOMES OREGON, INC.

KIMBALL HILL HOMES REALTY FLORIDA, INC.

KIMBALL HILL HOMES SAN ANTONIO, L.P.

KIMBALL HILL HOMES TEXAS, INC.

KIMBALL HILL HOMES WASHINGTON, INC.

KIMBALL HILL HOMES WISCONSIN, INC.

NATIONAL CREDIT AND GUARANTY CORPORATION

RIVER OAKS REALTY, L.P.

18TH AND PEORIA, LLC

KIMBALL HILL SUBURBAN CENTERS, L.L.C.

KIMBALL HILL URBAN CENTERS, L.L.C.

KIMBALL HILL URBAN CENTERS CHICAGO ONE, L.L.C.

KIMBALL HILL URBAN CENTERS CHICAGO TWO, L.L.C.
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman and Chief Executive Officer
	

 	
 	
STONEHILL SQUARE LLC, as a Guarantor
	

 	
 	

By:	
 	

Kimball Hill, Inc., its Sole Member
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman, Chief Executive Officer and Director











	

 	
 	
EAST LAKE PARK, INC.

KIMBALL HILL STATEWAY, INC.
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    President
	

 	
 	
KIMBALL HILL BELLEVUE RANCH, LLC

KIMBALL HILL REFLECTIONS, LLC

KIMBALL HILL SHELDON LAKES, LLC

KIMBALL HILL VILLAGES, LLC
	

 	
 	

By:	
 	

Kimball Hill Homes California, Inc., its manager
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman Chief Executive Officer
	

 	
 	
KIMBALL HILL TX PROPERTIES, LLC
	

 	
 	

By:	
 	

Kimball Hill Homes Houston, L.P., its manager
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman and Chief Executive Officer
	

 	
 	
THE HAMILTON PLACE PARTNERSHIP
	

 	
 	

By:	
 	

Kimball Hill Homes Illinois, LLC, its general partner
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman and Chief Executive Officer











	

 	
 	
KH INGHAM PARK SOUTH, LLC

KH SRAV II, LLC
	

 	
 	

By:	
 	

Kimball Hill Homes Illinois, LLC, its manager
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman and Chief Executive Officer
	

 	
 	
RIVER OAKS HOMES, LLP
	

 	
 	

By:	
 	

Kimball Hill Homes Texas, Inc., its manager
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman and Chief Executive Officer











	

 	
 	
BRIDLE RIDGE LIMITED PARTNERSHIP

PARKVIEW LIMITED PARTNERSHIP

RIVER POINTE LIMITED PARTNERSHIP

SONATA AT MORADA RANCH LIMITED PARTNERSHIP

WINDMILL PARK LIMITED PARTNERSHIP

KIMBALL HILL CHADWICK FARMS LIMITED PARTNERSHIP

KIMBALL WEST FRISCO LIMITED PARTNERSHIP

KIMBALL HILL CALUSA PALMS LIMITED PARTNERSHIP

KIMBALL HILL MARBELLA ESTATES LIMITED PARTNERSHIP

INDIAN TRAILS LIMITED PARTNERSHIP

ASTOR PLACE LIMITED PARTNERSHIP

BOLINGBROOK LIMITED PARTNERSHIP

EDGEWATER LIMITED PARTNERSHIP

HUNTINGTON CHASE LIMITED PARTNERSHIP

LEGEND LAKES LIMITED PARTNERSHIP

WATERFORD LIMITED PARTNERSHIP

WHISPERING MEADOW LIMITED PARTNERSHIP

WHITE OAK LIMITED PARTNERSHIP

KIMBALL HILL CENTENNIAL HEIGHTS LIMITED PARTNERSHIP

KIMBALL HILL HEATHERS/CAPAROLA LIMITED PARTNERSHIP

KIMBALL MOUNTAIN FIRST LIMITED PARTNERSHIP

KIMBALL COVE LIMITED PARTNERSHIP

GABLES AT HIDDENBROOK LIMITED PARTNERSHIP

PARK SHORE, L.L.C.

KIMBALL HILL URBAN CENTERS SPECIAL PURPOSES, L.L.C.
	

 	
 	

By:	
 	

/s/ David K. Hill
 Name: David K. Hill

Title:    Chairman Chief Executive Officer
	

 	
 	
U.S. BANK NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	
 	

/s/ Richard Prokosch
 Name: Richard Prokosch

Title:    Vice President













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Exhibit 4.1(d)