Exhibit 10.8


    Exhibit
      10.8

    


     

    COMMITMENT
      AND ACCEPTANCE

     

    This
      Commitment and Acceptance (this “Commitment and Acceptance”) dated as of
      February 3, 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 $725,000,000 to $735,000,000. Such increase
      in
      the Aggregate Commitment is to become effective on February 3, 2006 (the
“Increase Date”). In connection with such requested increase in the Aggregate
      Commitment, Borrower, Agent and AmSouth Bank (“Accepting Lender”) hereby agree
      as follows:

     

    1. ACCEPTING
      LENDER’S COMMITMENT.
      Effective as of the Increase Date, the Commitment of Accepting Lender under
      the
      Credit Agreement shall be increased from $25,000,000 to the amount set forth
      opposite Accepting Lender’s name on the signature page hereof.

     

    2. REPRESENTATIONS
      AND AGREEMENTS OF ACCEPTING LENDER.
      Accepting Lender (a)
      represents
      and warrants that 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.

     

    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:
                __________________________________ 

            
	 	
              Title:
                ___________________________________

            
	 	
               

               

            
	 	
              JPMORGAN
                CHASE BANK, N.A. as Agent

               

            
	 	
              By:
                ____________________________________

            
	 	
              Name:
                __________________________________ 

            
	 	
              Title:
                ___________________________________

            
	 	
               

               

            
	
              $35,000,000

            	
              AMSOUTH
                BANK

               

            
	 	
              By:
                ____________________________________

            
	 	
              Name:
                __________________________________ 

            
	 	
              Title:
                ___________________________________