Exhibit 10.9 Second Amended and Restated Credit Agreement


    
      Exhibit
        10.9

       

      


       

      


       

      December
        11, 2006

       

       

      Lenders
        under the Credit Agreement

      with
        M/I
        Homes, Inc.

       

          
        Re: Second
        Amended and Restated Credit Agreement (the “Credit

      Agreement”)
        dated October 6, 2006 with M/I Homes, Inc.

      (the
        “Company”)

       

      Ladies
        and Gentlemen:

       

      We
        are
        submitting for your approval two proposed amendments of the Company’s Credit
        Agreement. 

       

      First,
        as
        you are aware, market conditions have caused many major homebuilders to write
        down the values of land and to elect not to exercise land purchase options.
        If
        these non-cash losses are used to reduce EBITDA, they could have an adverse
        effect on the homebuilder’s compliance with interest coverage or debt service
        coverage requirements in its revolving credit agreement. 

       

      Many
        of
        the existing credit agreements with homebuilders provide for an adjustment
        either in net income or in EBITDA that results in the exclusion of such non-cash
        losses from the computation, thereby eliminating the potential adverse effect
        upon the coverage ratios, but the Credit Agreement with the Company does
        not so
        provide. 

       

      In
        order
        to make the Credit Agreement more consistent with the provisions of credit
        agreements for many other major homebuilders, we have approved and are hereby
        recommending for your approval that the definition of EBITDA in the Credit
        Agreement be amended to read as follows:

       

      “EBITDA”
shall
        mean, for any rolling twelve (12)-month period, on a consolidated basis for
        Borrower and its Subsidiaries, the sum of the amounts for such period of
        (a)
        Consolidated Earnings, plus (b) charges against income for federal, state
        and
        local income taxes, plus (c) Consolidated Interest Expense, plus (d)
        depreciation and amortization expense, plus (e) extraordinary losses, plus
        (f) all other non-cash expenses included in the determination of Consolidated
        Earnings for such period, all determined in accordance with GAAP, minus (x)
        interest income, minus (y) all extraordinary gains, minus (z) all other non-cash
        credits included in Consolidated Earnings for such period, all determined
        in
        accordance with GAAP. EBITDA shall include net income from Joint Ventures
        only
        to the extent distributed to Borrower or a Subsidiary.

      


      Second,
        the Company’s Credit Agreement currently provides that the Borrowing Base must
        equal or exceed “Borrowing Base Indebtedness.” The first component of Borrowing
        Base Indebtedness is “Consolidated Indebtedness,” which in turn includes a pro
        rata share of Indebtedness of any Joint Venture. Since the Borrowing Base
        does
        not include assets of any

       

      
         

        
          
          

          
            

          

        

         

      

      Joint
        Venture, the Company has requested that Indebtedness of Joint Ventures likewise
        be excluded from Borrowing Base Indebtedness. Accordingly, we have approved
        and
        are recommending for your approval that the definition of Borrowing Base
        Indebtedness be amended to read as follows:

       

      “Borrowing
        Base
        Indebtedness”
shall
        mean at any date (i) the sum of (a) Consolidated Indebtedness and (b) an
        amount
        equal to ten percent (10%) of the aggregate commitment under the M/I Financial
        Corp. Loan Agreement, less
        (ii) the
        sum of (a) Secured Indebtedness, (b) Subordinated Indebtedness, (c) Indebtedness
        under the M/I Financial Corp. Loan Agreement, and (d) to the extent included
        in
        Consolidated Indebtedness, the Borrower’s and its Subsidiaries’ pro rata share
        of Indebtedness of any Joint Venture in respect of which Borrower or any
        of its
        Subsidiaries has made an Investment in Joint Venture, all as of such
        date.

       

      For
        your
        assistance, we have attached blackline comparisons of these amended definitions
        and the current definitions.

       

      Please
        confirm your agreement to these amendments of the Credit Agreement by signing
        a
        copy of this letter and sending (not later than Friday, December 22, 2006)
        one
        fax and two originals of the signed letter to our counsel:

       

      Robert
        J.
        Maganuco

      Sidley
        Austin LLP

      One
        South
        Dearborn Street

      Chicago,
        IL 60603

      Telephone: 312-853-7598

      Facsimile: 312-853-7036

      rmaganuco@sidley.com

       

      Thank
        you
        again for your support.

       

      JPMorgan
        Chase Bank, N.A.,

      as
        Administrative Agent

       

      By:    

       

      Agreed
        to
        this _____

       

      day
        of
        December, 2006

      By:        

      [Name
        of
        Lender]

       

      By:    
                

      Name:        

      Title:
                

       

      
        
          
          

        

        
          
            

          

        

         

      

      

        Blackline
          Comparison of

        Amended
          and New Definitions

         

        “EBITDA”
shall
          mean, for any rolling twelve (12)-month period, on a consolidated basis
          for
          Borrower and its Subsidiaries, the sum of the amounts for such period of
          (a)
          Consolidated Earnings, plus (b) charges against income for federal, state
          and
          local income taxes, plus (c) Consolidated Interest Expense, plus (d)
          depreciation and amortization expense, plus (e) extraordinary losses exclusive
          of any such losses that are attributable to the write down revaluation
          of assets
          (including the establishment of reserves),  plus
          (f) all other non-cash expenses included in the determination of Consolidated
          Earnings for such period, all determined in accordance with GAAP, minus
          (x)
          interest income, minus (y) all extraordinary gains,
          minus
          (z) all other non-cash credits included in Consolidated Earnings for such
          period, all determine in accordance with GAAP. 
          EBITDA shall include net income from Joint Ventures only to the extent
          distributed to Borrower or a Subsidiary.

        


         

        “Borrowing
          Base
          Indebtedness”
shall
          mean at any date (i) the sum of (a) Consolidated Indebtedness and (b) an
          amount
          equal to ten percent (10%) of the aggregate commitment under the M/I Financial
          Corp. Loan Agreement, less
          (ii) the
          sum of (a) Secured Indebtedness, (b) Subordinated Indebtedness and.
          (c)
          Indebtedness under the M/I Financial Corp. Loan Agreement, and
          (d) to the extend included in Consolidated Indebtedness, the Borrower’s and its
          Subsidiaries’ pro rata share of Indebtedness of any Joint Venture in respect of
          which Borrower or any of its Subsidiaries has made an Investment in Joint
          Venture,
          all as
          of such date.