Exhibit 10.15


    Exhibit
      10.15

     

    SIXTH
      AMENDMENT TO REVOLVING CREDIT AGREEMENT

     

    THIS
      SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (herein called this "Amendment")
      made
      as of December 1, 2005 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 Revolving Credit Agreement
      dated as of May 3, 2001 (as heretofore amended, 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"
      means
      this Sixth Amendment to Credit Agreement.

     

    "Amendment
      Documents"
      means,
      collectively, this Amendment and the Renewal Note.

     

    "Credit
      Agreement"
      means
      the Original Credit Agreement as amended hereby.

     

    "Renewal
      Note"
      means a
      promissory note in the form attached hereto as Exhibit A.

     

    ARTICLE
      II.  

     

    Amendments
      to Original Credit Agreement

     

    Section
      2.1.  Definitions.
      

     

    (a)  The
      definition of "Commitment"
      in
      Section 1.1 of the Original Credit Agreement is hereby amended in its
      entirety to read as follows:

     

    "Commitment"
      shall
      mean the Bank's agreement to make the Loans to the Borrower pursuant to
      subsection 2.1 hereof in the amount referred to herein, which amount shall
      not exceed the lesser of (a) (i) from and including April 28,
      2005 through and including December 14, 2005, $40,000,000, (ii) from
      and including December 15, 2005 through and including January 15,
      2006, $65,000,000 and (iii) from and including January 16, 2006
      through and including April 27, 2006, $40,000,000, and (b) 95% of the
      aggregate face amount of all Eligible Mortgage Loans in existence at such
      time.

     

    Section
      2.2.  Section 2.1
      of the Original Credit Agreement is hereby amended in its entirety to read
      as
      follows:

     

    2.1 Commitment.
      Subject
      to the terms and conditions of the Agreement, the Bank agrees to make revolving
      credit loans (the "Loans")
      to the
      Borrowers from time to time during the Commitment Period in an aggregate
      principal amount at anyone time outstanding not to exceed the lesser of
      (a) (i) from and including April 28, 2005 through and including
      December 14, 2005, $40,000,000, (ii) from and including
      December 15, 2005 through and including January 15, 2006, $65,000,000
      and (iii) from and including January 16, 2006 through and including
      April 27, 2006, $40,000,000, and (b) ninety-five percent (95%) of the
      aggregate face amount of all Eligible Mortgage Loans in existence at such time.
      During the Commitment Period and as along as no Event of Default exists, the
      Borrowers may use the Commitment by borrowing, prepaying the Loans in whole
      or
      in part, and reborrowing, all in accordance with the terms and conditions
      hereof.

     

    Section
      2.3.  Exhibits.
      Exhibit A (Form of Note) attached to this Agreement is hereby substituted
      for Exhibit A 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,

     

    (b)  the
      Renewal Note,

     

    (c)  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 the Note and identifying the officers authorized to sign this
      Amendment and the Note, 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
      (except as set forth in the certificate for M/I Homes); 

     

    (d)  an
      amendment fee in immediately available funds in the amount of $1,500;
      and

     

    (e)  each
      other document to be executed and delivered by Borrowers pursuant hereto or
      thereto.

     

    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 the other
      Amendment Documents 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 the other Amendment Documents 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 and the other
      Amendment Documents, 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 and the other
      Amendment Documents or to consummate the transactions contemplated hereby and
      thereby; and

     

    (d)  When
      duly
      executed and delivered, each of this Amendment and the other Amendment Documents
      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. Any reference to the Note in any
      other Loan Document shall be deemed to be a reference to the Renewal Note issued
      and delivered pursuant to this Amendment. The execution, delivery and
      effectiveness of this Amendment, the other Amendment Documents, 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 and the other Amendment Documents are each 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.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    GUARANTY
      BANK  M/I
      FINANCIAL CORP.

    


    


    


    
      	
              By:

            	 	 	
              By:

            	 
	 	
              Randy
                Reid

            	 	
              Phillip
                G. Creek

            
	 	
              Senior
                Vice President

            	 	
              Chief
                Financial Officer

            


    

    


    


                              
      M/I HOMES, INC.

     

    


    
      	
              By:

            	 
	 	
              Phillip
                G. Creek

            
	 	
              Chief
                Financial Officer

            


    

    


    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

    


    RENEWAL
      PROMISSORY NOTE

     

    


     


    
      
        
          EXHIBIT
            A
            - Cover Page

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    REVOLVING
      LOAN PROMISSORY NOTE

     

    $65,000,000                             Dallas,
      Texas                          December 15,
      2005

     

    FOR
      VALUE
      RECEIVED, the undersigned M/I FINANCIAL CORP. and M/I HOMES, INC. ("Borrowers"),
      jointly and severally promise to pay to the order of GUARANTY BANK (herein
      called "Bank"),
      the
      principal sum of Sixty-Five Million Dollars ($65,000,000) or, if less, the
      aggregate unpaid principal amount of the Loans made under this Note by Bank
      to
      Borrowers pursuant to the terms of the Loan Agreement (as hereinafter defined),
      together with interest on the unpaid principal balance thereof as hereinafter
      set forth, both principal and interest payable as herein provided in lawful
      money of the United States of America at the offices of the Bank,
      8333 Douglas Avenue, Dallas, Texas or at such other place within Dallas
      County, Texas, as from time to time may be designated by the holder of this
      Note.

     

    This
      Note
      (a) is issued and delivered under that certain Revolving Credit Agreement
      dated as of May 3, 2001 among Borrowers and Bank (herein, as from time to
      time supplemented, amended or restated, called the "Loan
      Agreement"),
      and
      is the Note as defined therein, and (b) is subject to the terms and
      provisions of the Loan Agreement, which contains provisions for payments and
      prepayments hereunder and acceleration of the maturity hereof upon the happening
      of certain stated events. Payments on this Note shall be made and applied as
      provided herein and in the Loan Agreement. Reference is hereby made to the
      Loan
      Agreement for a description of certain rights, limitations of rights,
      obligations and duties of the parties hereto and for the meanings assigned
      to
      terms used and not defined herein.

     

    This
      Note
      is given in amendment, renewal and extension (but not in extinguishment or
      novation) of that certain promissory note dated April 28, 2005, executed by
      Borrowers payable to the order of Bank in the stated principal amount of
      $40,000,000.

     

    On
      the
      fifteenth (15th) day of each calendar month, beginning on May 15, 2005,
      Borrowers shall pay to the holder hereof all unpaid interest which has accrued
      on the Loans through and including the last day of the immediately preceding
      calendar month. The principal amount of this Note, together with all interest
      accrued hereon, shall be due and payable in full on the last day of the
      Commitment Period which, if it does not occur sooner pursuant to the terms
      of
      the Loan Agreement, or if it is not extended pursuant to subsection 2.7,
      Extension of Commitment Period, of the Loan Agreement, shall be April 27,
      2006.

     

    Prime
      Rate Loans (exclusive of any past due principal or interest) from time to time
      outstanding shall bear interest on each day outstanding at the Prime Rate in
      effect on such day. Eurodollar Rate Loans (exclusive of any past due principal
      or interest) from time to time outstanding shall bear interest on each day
      outstanding at the Eurodollar Rate determined for such day plus 1.50%.
      Notwithstanding the foregoing provisions of this paragraph, if an Event of
      Default has occurred and is continuing, all Loans from time to time outstanding
      shall bear interest on each day outstanding at a rate per annum which is the
      sum
      of (i) three percent (3.0%), and (ii) the rate which would otherwise
      be applicable thereto, from the date of such non-payment until paid in full
      (before, as well as after, judgment), and such interest shall be due and payable
      immediately as it accrues. Notwithstanding the foregoing provisions of this
      paragraph, if at any time the rate at which interest if payable on this Note
      exceeds the maximum nonusurious rate of interest Bank is permitted to contract
      for, take, charge, or receive with respect to the Loans (the "Maximum
      Rate"),
      this
      Note shall bear interest at the Maximum Rate only but shall continue to bear
      interest at the Maximum Rate until such time as the total amount of interest
      accrued hereon equals (but does not exceed) the total amount of interest which
      would have accrued hereon had there been no Maximum Rate applicable
      hereto.

     

    Notwithstanding
      the foregoing paragraph and all other provisions of this Note, in no event
      shall
      the interest payable hereon, whether before or after maturity, exceed the
      maximum amount of interest which, under applicable law, may be charged on this
      Note, and this Note is expressly made subject to the provisions of the Loan
      Agreement which more fully set out the limitations on how interest accrues
      hereon. In the event applicable law provides for a ceiling under
      Section 303 of the Texas Finance Code, that ceiling shall be the weekly
      rate ceiling and shall be used in this Note for calculating the Maximum Rate
      and
      for all other purposes. The term "applicable law" as used in this Note shall
      mean the laws of the State of Texas or the laws of the United States, whichever
      laws allow the greater interest, as such laws now exist or may be changed or
      amended or come into effect in the future.

     

    If
      this
      Note is placed in the hands of an attorney for collection after default, or
      if
      all or any part of the indebtedness represented hereby is proved, established
      or
      collected in any court or in any bankruptcy, receivership, debtor relief,
      probate or other court proceedings, Borrower and all endorsers, sureties and
      guarantors of this Note jointly and severally agree to pay reasonable attorneys'
      fees and collection costs to the holder hereof in addition to the principal
      and
      interest payable hereunder.

     

    Borrowers
      and all endorsers, sureties and guarantors of this Note hereby severally waive
      demand, presentment, notice of demand and of dishonor and nonpayment of this
      Note, protest, notice of protest, notice of intention to accelerate the maturity
      of this Note, declaration or notice of acceleration of the maturity of this
      Note, diligence in collecting, the bringing of any suite against any party
      and
      any notice of or defense on account of any extensions, renewals, partial
      payments or changes in any manner of or in this Note or in any of its terms,
      provisions and covenants, or any releases or substitutions of any security,
      or
      any delay, indulgence or other act of any trustee or any holder hereof, whether
      before or after maturity.

     

    No
      waiver
      by Bank of any of its rights or remedies hereunder or under any other document
      evidencing or securing this Note or otherwise shall be considered a waiver
      of
      any other subsequent right or remedy of Bank; no delay or omission in the
      exercise or enforcement by Bank of any rights or remedies shall ever be
      construed as a waiver of any right or remedy of Bank; and no exercise or
      enforcement of any such rights or remedies shall ever be held to exhaust any
      right or remedy of Bank.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY THE
      LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY
      APPLICABLE FEDERAL LAW.

     

    


    M/I
      FINANCIAL CORP.  M/I
      HOMES, INC.

    


    


    


    
      	
              By:

            	 	 	
              By:

            	 
	 	
              Phillip
                G. Creek

            	 	 	
              Phillip
                G. Creek

            
	 	
              Chief
                Financial Officer

            	 	 	
              Chief
                Financial Officer