Exhibit
10.21








Execution
Copy





AMENDMENT NO. 2 TO CREDIT
AGREEMENT





THIS AMENDMENT NO. 2 TO CREDIT
AGREEMENT (this “Amendment”) is
entered into at Columbus, Ohio, as of December ___, 2009 (the “Effective Date”),
among M/I FINANCIAL CORP., an Ohio corporation (the “Borrower”), each
Lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), and THE
HUNTINGTON NATIONAL BANK, as Administrative Agent (the “Administrative
Agent”).  This Amendment further amends and modifies a certain
Credit Agreement dated as of April 29, 2009 (as amended, supplemented, restated
or otherwise modified from time to time, the “Credit Agreement”) by
and among the Borrower, the Lenders and the Administrative Agent.  All
capitalized terms in this Amendment that are not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.








RECITALS:





A.           As
of April 29, 2009, the Borrower, the Lenders and the Administrative Agent
executed the Credit Agreement setting forth the terms of certain extensions of
credit to the Borrower; and





B.           As
of April 29, 2009, the Borrower executed and delivered to the Administrative
Agent, inter alia, a
note in the original principal sum of Thirty Million Dollars ($30,000,000) (the
“Note”);
and





C.           The
Borrower has proposed that it or one of its Affiliates deposit and maintain an
amount not less than $10,000,000 with The Huntington National Bank in a
specified demand deposit account, and, in connection therewith, the Borrower has
requested, during such times as such account contains at least such amount, that
the Agent and the Lenders agree to reduce the unused fee under the Credit
Agreement.  The Borrower has requested that the Administrative Agent
and the Lenders amend and modify certain terms and covenants in the Loan
Agreement to accomplish the foregoing, and Administrative Agent and the Lenders
are willing to do so upon the terms and subject to the conditions contained
herein, including without limitation, obtaining the consent of M/I Homes,
Inc.





NOW,
THEREFORE, in consideration of the mutual covenants, agreements and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereto for themselves and their
successors and assigns do hereby agree, represent and warrant as
follows:





1.  Additional
Definition.  The definition of “Minimum
Compensating
Demand Deposit Account Balance” is hereby added to Section 1.1, “Certain Definitions,”
of the Credit Agreement in its appropriate alphabetical order and shall state as
follows:





“Minimum
Compensating
Demand Deposit Account Balance” means an amount not less than the sum of
$10,000,000 in the aggregate in U.S. dollars pursuant to one or more of the
following non interest-bearing demand deposit accounts, each being a DDA
account, ending in the numbers 3840, 6243, 4824 or 3783, at The Huntington
National Bank, which accounts are owned by M/I Homes, Inc. or an Affiliate
thereof.





2.  Paragraph
(a) of Section 2.4, “Fees” of the Credit
Agreement is hereby amended to recite as follows:





(a)            In
consideration of the Lenders’ commitment to make the Loans, the Borrower will
pay to the Administrative Agent for the pro rata account of each Lender a
non-refundable unused fee determined on a daily basis by applying a rate of 45.0
basis points (0.45%) per annum to the unused amount of each such Lender’s
Commitment on each day during the term of the Loans; provided, however,
beginning December 10, 2009, and continuing for so long as the Borrower and its
Affiliates maintain the Minimum Compensating Demand Deposit Account Balance for
each day during any Fiscal Quarter, such non-refundable unused fee for such
Fiscal Quarter shall be determined by applying a rate of 25.0 basis points
(0.25%) per annum to the unused amount of each such Lender’s Commitment on each
day during such Fiscal Quarter.  This unused fee shall be due and
payable quarterly in arrears on the fifteenth (15th) day
following each Fiscal Quarter.





3.  Conditions of
Effectiveness.  This Amendment shall become effective as of the
Effective Date, upon satisfaction of all of the following conditions
precedent:





(a)           The
Administrative Agent shall have received execution and delivery of, by all
parties signatory thereto, originals, or completion as the case may be, to the
satisfaction of the Administrative Agent and its counsel, containing such
information requested by the Administrative Agent and its counsel and reflecting
the absence of any material fact or issues and in all respect satisfactory to
the Administrative Agent, each of the following Loan Documents: two duly
executed copies of this Amendment, together with the Reaffirmation and Consent
of Limited Guarantor attached hereto; and





(b)           The
representations contained in the immediately following paragraph shall be true
and accurate.





4.  Representations and
Warranties.  The Borrower represents and warrants to the
Administrative Agent as follows: (a) after giving effect to this Amendment, each
representation and warranty made by or on behalf of the Borrower in the Credit
Agreement and in any other Loan Document is true and correct in all respects on
and as of the date hereof as though made on and as of such date, except to the
extent that any such representation or warranty expressly relates solely to a
date prior hereto; (b) the execution, delivery and performance by the Borrower
of this Amendment and each other Loan Document have been duly authorized by all
requisite corporate or organizational action on the part of the Borrower and
will not violate any Requirement of Law applicable to the Borrower; (c) this
Amendment has been duly executed and delivered by the Borrower, and each of this
Amendment, the Credit Agreement and each other Loan Document as amended hereby
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with the terms thereof; and (d) no event has
occurred and is continuing, and no condition exists, which would constitute an
Event of Default.





5.  Reference to and Effect on
the Loan Documents.  (a) Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to “Credit Agreement,”
“Agreement,” the prefix “herein,” “hereof,” or words of similar import, and each
reference in the Loan Documents to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.  (b) Except to
the extent amended or modified hereby, all of the representations, warranties,
terms, covenants and conditions of the Credit Agreement and the other Loan
Documents shall remain as written originally and in full force and effect in
accordance with their respective terms and are hereby ratified and confirmed,
and nothing herein shall affect, modify, limit or impair any of the rights and
powers which the Administrative Agent may have hereunder or
thereunder.  Nothing in this Amendment shall constitute a
novation.  The amendments set forth herein shall be limited precisely
as provided for herein, and shall not be deemed to be a waiver of, amendment of,
consent to or modification of any of the Administrative Agent’s rights under, or
of any other term or provisions of, the Credit Agreement or any other Loan
Document, or of any term or provision of any other instrument referred to
therein or herein or of any transaction or future action on the part of the
Borrower which would require the consent of the Administrative
Agent.





6.  No
Waiver.  Nothing in this Amendment shall be construed to waive,
modify, or cure any default or Event of Defaultthat exists or may exist
under the Credit Agreement or any other Loan Document.





7.  Waiver of Right to Trial by
Jury.  EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1)
ARISING UNDER THIS AMENDMENT OR ANY LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.





8.  Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, and all of which together will constitute one and the same
instrument.  Receipt by the Administrative Agent of a facsimile copy
of an executed signature page hereof will constitute receipt by the
Administrative Agent of an executed counterpart of this Amendment.





9.  Costs and
Expenses.  The Borrower agrees to pay on demand in accordance
with the terms of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment and all other Loan Documents entered into in
connection herewith, including the reasonable fees and out-of-pocket expenses of
the Administrative Agent’s counsel with respect thereto.





10.  Further
Assurances.  The Borrower hereby agrees to execute and deliver
such additional documents, instruments and agreements reasonably requested by
the Administrative Agent as may be reasonably necessary or appropriate to
effectuate the purposes of this Amendment.





11.  Governing
Law.  This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Ohio.





12.  Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and will not constitute a part of this Amendment for any other
purpose.





13.  Patriot Act
Notice.  The Administrative Agent hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of
Pub.L.10756 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow the Administrative Agent to identify the Borrower in accordance
with the Act.











[Signature
Pages Follow.]








IN
WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have
hereunto set their hands as of the date first set forth above.








THE
BORROWER:





M/I
FINANCIAL CORP.





By:


Paul
      S. Rosen, President and Chief Executive
Officer







THE
LENDER:





THE
HUNTINGTON NATIONAL BANK








By:


Jeffrey D. Blendick, Vice
President








THE
ADMINISTRATIVE AGENT:





THE
HUNTINGTON NATIONAL BANK








By:


Jeffrey D. Blendick, Vice
President













REAFFIRMATION
AND CONSENT OF LIMITED GUARANTOR





The
undersigned (“Guarantor”), being a
guarantor of a portion of the indebtedness of M/I Financial Corp. (the “Borrower”) to The
Huntington National Bank (the “Lender”) pursuant to
one or more certain guaranty agreements in favor of the Lender, hereby (i)
consents and agrees to be bound by the terms, conditions and execution of the
above Amendment No. 2 to Credit Agreement, (ii) reaffirms each warranty,
representation, covenant and agreement made by such Guarantor in one or more
guaranty agreements executed and delivered to the Lender, and (iii) agrees that
such Guarantor’s rights and obligations shall be continuing as provided in each
such guaranty agreements and that said guaranty agreements shall remain as
written originally and continue in full force and effect in all
respects.








M/I
HOMES, INC., an Ohio corporation








By:
________________________________


Phillip
      G. Creek, Executive Vice
              President
      and Chief Financial
Officer