Exhibit 10.1 Commitment and Acceptance


    Exhibit
      10.1

     

    COMMITMENT
      AND ACCEPTANCE

     

    


     

    This
      Commitment and Acceptance (this “Commitment and Acceptance”) dated as of July
      19, 2006, is entered into among the parties listed on the signature pages
      hereof. Capitalized terms used herein and not otherwise defined herein shall
      have the meanings assigned to them in the Credit Agreement (as defined
      below).

     

    PRELIMINARY
      STATEMENTS

     

    Reference
      is made to that certain Amended and Restated Credit Agreement dated April 22,
      2005 by and among M/I Homes, Inc., JPMorgan Chase Bank, N.A., as Agent, and
      the
      Lenders party thereto (as amended, modified, supplemented or restated from
      time
      to time, the “Credit Agreement”).

     

    Pursuant
      to subsection 2.6(b) of the Credit Agreement, Borrower has requested an increase
      in the Aggregate Commitment from $735,000,000 to $750,000,000. Such increase
      in
      the Aggregate Commitment is to become effective on July 19, 2006 (the “Increase
      Date”). In connection with such requested increase in the Aggregate Commitment,
      Borrower, Agent and Bank of Montreal (“Accepting Lender”) hereby agree as
      follows:

     

    1. ACCEPTING
      LENDER’S COMMITMENT.
      Effective as of the Increase Date, Accepting Lender shall become a party to
      the
      Credit Agreement as a Lender, shall have (subject to the provisions of
      subsection 2.6(b) of the Credit Agreement) all of the rights and obligations
      of
      a Lender thereunder, shall agree to be bound by the terms and provisions thereof
      and shall thereupon have a Commitment under and for purposes of the Credit
      Agreement in the amount set forth opposite Accepting Lender’s name on the
      signature pages hereof.

     

    2. REPRESENTATIONS
      AND AGREEMENTS OF ACCEPTING LENDER.
      Accepting Lender (a)
      represents
      and warrants that (i) it has full power and authority, and has taken all action
      necessary, to execute and deliver this Commitment and Acceptance and to
      consummate the transactions contemplated hereby and to become a Lender under
      the
      Credit Agreement, (ii) it satisfies the requirements, if any, specified in
      the
      Credit Agreement that are required to be satisfied by it in order to become
      a
      Lender, (iii) from and after the Increase Date, it shall be bound by the
      provisions of the Credit Agreement as a Lender thereunder and, to the extent
      of
      its Commitment, shall have the obligations of a Lender thereunder, (iv) it
      has
      received a copy of the Credit Agreement, together with copies of the most recent
      financial statements delivered pursuant to subsection 6.1 thereof and such
      other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into this Commitment and Acceptance on the basis
      of which it has made such analysis and decision independently and without
      reliance on the Agent or any other Lender, and (v) if it is a Non-U.S. Lender,
      attached to this Commitment and Acceptance is any documentation required to
      be
      delivered by it pursuant to the terms of the Credit Agreement, duly completed
      and executed by the Accepting Lender; and (b) agrees that (i) it will,
      independently and without reliance on the Agent or any other Lender, and based
      on such documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action under
      the Loan Documents, and (ii) it will perform in accordance with their terms
      all
      of the obligations which by the terms of the Loan Documents are required to
      be
      performed by it as a Lender.

     

    3. REPRESENTATIONS
      OF BORROWER.
      Borrower hereby represents and warrants that, as of the date hereof and as
      of
      the Increase Date, (a) no event or condition shall have occurred and then be
      continuing which constitutes a Default or Event of Default and (b) the
      representations and warranties contained in Section 4 of the Credit Agreement
      are true and correct in all material respects (except to the extent any such
      representation or warranty is stated to relate solely to an earlier date).
      

     

    4. GOVERNING
      LAW.
      This
      Commitment and Acceptance shall be governed by the internal laws (including
      §735ILCS 105/5-1 et seq.,
      but
      otherwise without regard to principles of conflict of law) of the State of
      Illinois but giving effect to federal laws applicable to national
      banks.

    
       

      
        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance
      by their duly authorized officers as of the date first above
      written.

     

     

    
      	 	  M/I
              HOMES, INC.
	 	 	 
	 	 	 
	 	
               By:

            	 
	 	 Name:
              Phillip G. Creek
	 	 Title:
              Senior Vice President, Chief Financial 
	 	        
                Officer and Assistant Secretary
	 	 	 
	 	 	 
	 	 JPMORGAN
              CHASE BANK, N.A., as Agent 
	 	 	 
	 	 	 
	 	 By:	 
	 	 Name:	 
	 	 Title:	 
	 	 	 
	 	 	 
	 	 	 
	 $15,000,000	 	 BANK
              OF MONTREAL
	 	 	 
	 	 	 
	 	 By:	 
	 	 Name:	 Aaron
              Lanski
	 	 Title:	 Vice
              President