exhibitamendment.htm


    Exhibit
      10.2

    
 

    


    THIRD
      AMENDMENT TO

    FIRST
      AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     

    THIS
      THIRD AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (herein
      called this "Amendment") dated effective as of August 8, 2007 by and
      among M/I FINANCIAL CORP., an Ohio corporation ("Financial"), M/I HOMES,
      INC. (formerly known as M/I Schottenstein Homes, Inc.), an Ohio corporation
      ("M/I Homes") (Financial and M/I Homes are sometimes hereinafter referred
      to collectively as the "Borrowers"), and GUARANTY BANK, a federal savings
      bank ("Bank"),

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Borrowers and Bank have entered into that certain First Amended and Restated
      Revolving Credit Agreement dated as of April 27, 2006 (as heretofore
      amended by the First Amendment to First Amended and Restated Revolving Credit
      Agreement made as of November 13, 2006, and that certain Second Amendment
      to First Amended and Restated Revolving Credit Agreement, dated as of
      April 27, 2007, the "Original Credit Agreement"), for the purposes
      and consideration therein expressed, pursuant to which Bank became obligated
      to
      make loans to Borrowers as therein provided; and

     

    WHEREAS,
      Borrowers and Bank desire to amend the Original Credit Agreement as provided
      herein;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements contained herein and in the Original Credit Agreement, in
      consideration of the loans which may hereafter be made by Bank to Borrowers,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto do hereby agree as
      follows:

     

    ARTICLE
      I.

     

    


     

    Definitions
      and References

     

    Section
      1.1.  Terms
      Defined in the Original Credit Agreement.  Unless the context
      otherwise requires or unless otherwise expressly defined herein, the terms
      defined in the Original Credit Agreement shall have the same meanings whenever
      used in this Agreement.

     

    Section
      1.2.  Other
      Defined Terms.  Unless the context otherwise requires, the
      following terms when used in this Amendment shall have the meanings assigned
      to
      them in this Section 1.2.

     

    "Amendment"
      shall mean this Third Amendment to Credit Agreement.

     

    "Credit
      Agreement" shall mean the Original Credit Agreement, as amended
      hereby.

     

    
      
        

      

    

    ARTICLE
      II.

     

    Amendments
      to Original Credit Agreement

     

    Section
      2.1.  Definitions.  The
      definition of "Subprime Sublimit" in Section 1.1 of the Original
      Credit Agreement is hereby amended in its entirety to read as
      follows:

     

    "Subprime
      Sublimit" shall mean the amount of $3,000,000.

     

    Section
      2.2.  Notices.  The
      notice address for the Bank set forth in Section 8.2 of the Original Credit
      Agreement is hereby amended in its entirety to read as follows:

     

    The
      Bank:                                Guaranty
      Bank

     

    8333
      Douglas Avenue

     

    Dallas,
      Texas 75225

     

    Attention:                                Ross
      Evans

     

    Facsimile:                                (214)
      360-4892

     

    Section
      2.3.  Exhibits.  Exhibit C
      (Form of Compliance Certificate) attached to this Amendment is hereby
      substituted for Exhibit C to the Original Credit Agreement.

     

    ARTICLE
      III.

     

    


     

    Conditions
      of Effectiveness

     

    Section
      3.1.  Effective
      Date.  This Amendment shall become effective as of the date first
      above written when and only when Bank shall have received, at Bank's
      office,

     

    (a)  a
      duly
      executed counterpart of this Amendment, and

     

    (b)  a
      duly
      executed certificate of the president, chief executive officer or chief
      financial officer and of the secretary of each Borrower certifying
      (i) that, in the case of M/I Homes, the action of the executive committee
      of the board of directors, and, in the case of Financial, the action of sole
      shareholder, authorizing the execution, delivery and performance of this
      Amendment and identifying the officers authorized to sign this Amendment, copies
      of which actions are attached to the respective certificates, are in full force
      and effect, (ii)  that the specimen signatures of the officers so
      authorized, copies of which specimen signatures are attached to the respective
      certificates, are true and correct, and (iii)  that the articles of
      incorporation and code of regulations of such Borrower have not been amended
      since the date of the Original Credit Agreement.

     

    ARTICLE
      IV.

     

    


     

    Representations
      and Warranties

     

    Section
      4.1.  Representations
      and Warranties of Borrowers.  In order to induce Bank to enter
      into this Amendment, each Borrower represents and warrants to Bank
      that:

    
      
        

      

    

     

    (a)  The
      representations and warranties contained in Section 3 of the Original
      Credit Agreement are true and correct at and as of the time of the effectiveness
      hereof;

     

    (b)  Each
      Borrower is duly authorized to execute and deliver this Amendment and is and
      will continue to be duly authorized to borrow and to perform its obligations
      under the Original Credit Agreement.  Each Borrower has duly taken all
      corporate action necessary to authorize the execution and delivery of this
      Amendment and to authorize the performance of the obligations of such Borrower
      hereunder and thereunder;

     

    (c)  The
      execution and delivery by each Borrower of this Amendment, the performance
      by
      each Borrower of its obligations hereunder and thereunder and the consummation
      of the transactions contemplated hereby do not and will not conflict with any
      provision of law, statute, rule or regulation or of the articles of
      incorporation and bylaws of such Borrower, or of any material agreement,
      judgment, license, order or permit applicable to or binding upon such Borrower,
      or result in the creation of any lien, charge or encumbrance upon any assets
      or
      properties of such Borrower.  Except for those which have been duly
      obtained, no consent, approval, authorization or order of any court or
      governmental authority or third party is required in connection with the
      execution and delivery by Borrowers of this Amendment or to consummate the
      transactions contemplated hereby and thereby; and

     

    (d)  When
      duly
      executed and delivered, this Amendment will be a legal and binding instrument
      and agreement of Borrowers, enforceable in accordance with its terms, except
      as
      limited by bankruptcy, insolvency and similar laws applying to creditors' rights
      generally and by principles of equity applying to creditors' rights
      generally.

     

    ARTICLE
      V.

     

     

    Miscellaneous

     

    Section
      5.1.  Ratification
      of Agreement.  The Original Credit Agreement as hereby amended is
      hereby ratified and confirmed in all respects.  Any reference to the
      Credit Agreement in any Loan Document shall be deemed to refer to this Amendment
      also.  The execution, delivery and effectiveness of this Amendment
      shall not, except as expressly provided herein, operate as a waiver of any
      right, power or remedy of Bank under the Original Credit Agreement or any other
      Loan Document nor constitute a waiver of any provision of the Original Credit
      Agreement or any other Loan Document.

     

    Section
      5.2.  Survival
      of Agreements.  All representations, warranties, covenants and
      agreements of Borrowers herein shall survive the execution and delivery of
      this
      Amendment and the performance hereof, and shall further survive until all of
      the
      Obligations are paid in full.  All statements and agreements contained
      in any certificate or instrument delivered by Borrowers hereunder or under
      the
      Original Credit Agreement to Bank shall be deemed to constitute representations
      and warranties by, or agreements and covenants of, Borrowers under this
      Agreement and under the Original Credit Agreement.

    
      
        
        

      

      
        
          

        

      

       

    

    Section
      5.3.  Loan
      Documents.  This Amendment is a Loan Document, and all provisions
      in the Original Credit Agreement pertaining to Loan Documents apply hereto
      and
      thereto.

     

    Section
      5.4.  Governing
      Law.  This Amendment shall be governed by and construed in
      accordance with the laws of the State of Texas and any applicable laws of the
      United States of America in all respects, including construction, validity
      and
      performance.

     

    Section
      5.5.  Counterparts;
      Fax.  This Amendment may be separately executed in counterparts
      and by the different parties hereto in separate counterparts, each of which
      when
      so executed shall be deemed to constitute one and the same
      Amendment.  This Amendment may be duly executed by facsimile or other
      electronic transmission.

     

    THIS
      AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
      THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
      OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     

    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    
      	
              THE
                REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
                BLANK

            


    

    


     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment is executed as of the date first above
      written.

     

    GUARANTY
      BANK                                                                M/I
      FINANCIAL CORP.

    


    


    


    
      	
              By:

            	 	 	
              By:

            	 
	 	
              Ross
                Evans

            	 	
              Phillip
                G. Creek

            
	 	
              Vice
                President

            	 	
              Chief
                Financial Officer

            


    

    


    
                 
      M/I HOMES, INC.

    


     

    
      	
              By:

            	 
	 	
              Phillip
                G. Creek

            
	 	
              Chief
                Financial Officer

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF COMPLIANCE CERTIFICATE

    [Letterhead
      of M/I-Financial Corp.]

     

    


     

    [Date]

     

    Mr.
      Ross
      Evans

    Guaranty
      Bank

    8333
      Douglas Avenue, 11th Floor

    Dallas,
      TX 75225

     

    Dear
      Ross:

     

    This
      letter is to comply with Section 5.2(a), Certificates, Other
      Information, related to the First Amended and Restated Revolving Credit
      Agreement dated April 27, 2006 (as amended, the "Revolving Credit
      Agreement") and is for the period ending [Insert Appropriate Period] except
      the calculations for EBIT and Interest Expense have been calculated for the
      rolling 12 month period indicated on the attached
      statement.  Capitalized terms used but not defined have the meanings
      given to such terms in the Revolving Credit Agreement.

     

    The
      undersigned certifies that, after due examination by the undersigned and to
      the
      best of my knowledge, M/I Financial Corp. during the period stated above has
      observed or performed in all material respects all of its covenants and the
      agreements, and satisfied every condition, contained in the Revolving Credit
      Agreement and Note to be observed, performed or satisfied by it, and that the
      undersigned has no knowledge of any Default of Event of Default except [List
      any
      defaults or events of defaults; if none, end sentence before
      "except."]

     

    Additionally,
      I have enclosed a statement showing in detail the calculation of certain
      sections of the Revolving Credit Agreement as required in the Revolving Credit
      Agreement.  All figures in this calculation are as of the end of the
      accounting period stated in the first paragraph of this letter.  The
      undersigned certifies that the enclosed calculation is accurate in all material
      respects.

     

    Certified
      by:

     

    


     
      
        

      
Name
      Printed, Title

     

    Enclosure:          Statement
      of Calculation of Certain Covenants

     


    
      
              C-1   

        
        

      

      
        
        

        
          

        

      

       

    


    M/I
      FINANCIAL CORP.

     

    STATEMENT
      OF CALCULATION OF CERTAIN COVENANTS

     

    [Date]

     

    Capitalized
      terms used but not defined in this Compliance Certificate shall have the
      meanings specified in the Revolving Credit Agreement.

     

    
      	 	
              Subsection
                No.

            	
              Covenant

            
	
              1.

            	
              5.7,
                page 22

            	
              M/I
                Financial must maintain at all times its Tangible Net Worth equal
                to at
                least $3,500,000.

            
	 	 	
              M/I
                Financial's Tangible Net Worth = $_______________

            
	
              2.

            	
              5.8,
                page 22

            	
              M/I
                Financial must maintain at all times a ratio of Liabilities to Tangible
                Net Worth not in excess of 10.0 to 1.0.

            
	 	 	
              M/I
                Financial's Liabilities = $______________

            
	 	 	
              M/I
                Financial's Tangible Net Worth (from line 1) =
                $__________

            
	 	 	
              Ratio
                of Liabilities to Tangible Net Worth = ___:___.

            
	
              3.

            	
              5.9,
                page 22

            	
              M/I
                Financial must maintain a ratio of EBIT to Interest Expense, determined
                as
                of the end of each monthly accounting period of each fiscal year
                and as of
                the end of each fiscal year, on a rolling 12 month basis (with the
                period
                of determination being the 12 month period ending on the date as
                to which
                such determination is made), of not less than 1.50 to
                1.0.

            
	 	 	
              EBIT
                for the 12 month period beginning ______________ and ending ____________
                =
                $______________.

            
	 	 	
              Interest
                Expense for the 12 month period beginning _____________ and ending
                _______________ = $__________

            
	 	 	
              Ratio
                of EBIT to Interest Expense = ___:___.

            
	
              4.

            	
              6.3,
                page 24

            	
              M/I
                Financial may not incur any Contingent Obligations, except as specifically
                stated:

            
	 	 	
              In
                making first mortgage loans permitted under the Revolving Credit
                Agreement, M/I Financial may, lieu of requiring down payments from
                mortgagors, purchase and pledge to investors purchasing such first
                mortgage loans, certificates of deposit in an aggregate amount not
                to
                exceed $2,500,000.  Aggregate amount of certificates of deposit
                = $________________.

            
	 	 	
              Other
                Contingent Obligations = $______________.

            
	
              5.

            	
              6.5,
                page 24

            	
              M/I
                Financial may not make any investments except as specifically
                stated:

            
	 	 	
              (i)

            	
              Eligible
                Mortgage Loans:

            
	 	 	 	
              (a)

            	
              First
                mortgage loans in the ordinary course of M/I Financial's business
                to
                natural persons for the purchase of residential real property =
                $_______.

            
	 	 	 	
              (b)

            	
              First
                mortgage loans made by M/I Financial for the purpose of homes from
                any
                Person other than M/I Homes = $________________.

            
	 	 	 	 	
              The
                amount of mortgage loans in (b) cannot exceed $5,000,000 in aggregate
                at
                any one time outstanding.

            
	 	 	 	
              (c)

            	
              First
                mortgage loans in the ordinary course of M/I Financial's business
                to
                natural persons to refinance an existing first mortgage loan =
                $___________.

            
	 	 	 	 	
              The
                amount of first mortgage loans in (c) cannot exceed $5,000,000 in
                aggregate at any one time outstanding.

            
	 	 	 	
              (d)

            	
              CD
                Enhanced loans in the ordinary course of M/I Financial's business
                =
                $______________.

            
	 	 	 	 	
              The
                amount of CD Enhanced loans in (d) cannot exceed $5,000,000 in aggregate
                at any one time outstanding.

            
	 	 	 	
              (e)

            	
              Second
                mortgage loans in the ordinary course of M/I Financial's business
                to
                natural persons for the purchase of residential real property =
                $__________.

            
	 	 	 	 	
              The
                amount of mortgage loans in (e) cannot exceed $10,000,000 in aggregate
                at
                any one time outstanding.

            
	 	 	 	 	
              Are
                all of the mortgage loans in (e) made in connection with a specific
                financing program to natural persons who have a first mortgage from
                M/I
                Financial with respect to the same real property?
                _________

            
	 	 	 	
              (f)

            	
              Mortgage
                loans having a Risk Rating of less than A =
                $___________.

            
	 	 	 	 	
              The
                amount of mortgage loans having a Risk Rating of less than A cannot
                exceed
                $3,000,000 in the aggregate at any one time
                outstanding.

            
	 	 	 	
              (g)

            	
              Mortgage
                loans subject to a deferred payment repurchase obligation described
                in
                clause (G) of the definition of Mortgage Loan Repurchase Obligations
                = $______________.

            
	 	 	 	 	
              The
                amount of mortgage loans in (g) cannot exceed $5,000,000 in aggregate
                at
                any one time outstanding.

            
	 	 	
              (ii)

            	
              Cash
                Equivalents = $_____________.

            
	 	 	
              (iii)

            	
              Investments
                in ordinary course of M/I Financial's business in standard instruments
                hedging against interest rate risk incurred in the origination and
                sale of
                mortgage loans = $___________

            
	 	 	
              Is
                each hedging instrument(s) matched to specific groups of mortgages?
                __________

            
	 	 	
              Are
                any hedging transactions:

            
	 	 	 	 	
              (A)

            	
              investments
                in future contracts? ____

            
	 	 	 	 	
              (B)

            	
              investments
                in options contracts? _____

            
	 	 	 	 	
              (C)

            	
              investments
                in other derivative investment vehicles acquired as independent
                investments? ______

            
	 	 	
              (See
                attached schedule.)

            
	 	 	
              (iv)

            	
              Loan
                and advances to M/I Homes = $________

            
	 	 	
              (Subsection
                6.5 imposes no limit on loans and advances to M/I
                Homes.)

            
	 	 	
              Does
                M/I Financial have any investments other than specifically listed
                above?
                ____________