exhibitamend.htm


    Exhibit
10.1


    THIRD
AMENDMENT TO

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

    


    This THIRD AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (“Amendment”) dated as
of January 15, 2009 is among M/I HOMES, INC., an Ohio corporation (“Borrower”), JPMORGAN
CHASE BANK, N.A., as Agent (“Agent”), and the
Lenders and other parties hereto.

    


    RECITALS

    


    WHEREAS, Borrower, the Lenders and
Agent are parties to that certain Second Amended and Restated Credit Agreement
dated as of October 6, 2006 (as amended by a First Amendment to Second Amended
and Restated Credit Agreement dated as of August 28, 2007, a Second Amendment to
Second Amended and Restated Credit Agreement dated as of March 27, 2008 and as
further amended, renewed and restated from time to time, the “Credit
Agreement”).

    


    WHEREAS, Borrower and the Lenders
desire to amend the Credit Agreement to provide for a Secured Borrowing Base (as
such term and other capitalized terms used, but not otherwise defined in this
Amendment, are defined in the Credit Agreement) and the administration thereof
by or on behalf of Agent and to make certain other changes in the Credit
Agreement.

    


    NOW, THEREFORE, for good and valuable
consideration, the parties hereto hereby agree as follows:

    


    1.           Amendment of Section
1.

    


    (a)           New
Definitions.  The following defined terms are hereby added to
Section 1 of the Credit Agreement in correct alphabetical order to read as
follows:

    


    “Acceptable Appraisal”
shall mean an appraisal commissioned by and addressed to Agent (reasonably
acceptable to Agent as to form, assumptions, substance and appraisal date)
prepared by a qualified licensed professional appraiser reasonably acceptable to
Agent and complying in all material respects with the requirements of the
Federal Financial Institutions Reform, Recovery and Enforcement Act of
1989.

    


    “Aggregate
Outstandings” shall mean, at any time, the sum of the aggregate principal
amount of all Loans and the Facility L/C Obligations, in each case outstanding
at such time.

    


    “Appraised Value”
shall mean, with respect to any Real Property or any portion thereof, the
appraised value of such Real Property or portion thereof set forth in the
most-recent Acceptable Appraisal obtained by Agent pursuant to the Loan
Documents.  The Appraised Value of Real Property shall be adjusted to
take into account any portion that has been sold or otherwise
transferred.  The Appraised Value of a portion of Real Property shall
be calculated based on the Acceptable Appraisal for such Real Property and
allocated to such portion of such Real Property by Borrower based on the
methodology described in Exhibit
I.  The Appraised Value of all or any portion of a Real
Property shall be adjusted to take into account the value of ongoing or
completed construction of Housing Units and improvements to Lots under
Development based on the methodology described in Exhibit
I.

    


    “Blocked Account Control
Agreement” shall mean a blocked account control agreement by and among
Borrower, PNC Bank, National Association, as depositary bank and/or securities
intermediary, and PNC Bank, National Association, as Collateral Agent (as
defined in subsection 10.12), executed and delivered in accordance with Section 10(c) of the
Third Amendment and any successor agreement, all of which shall be in form and
substance reasonably satisfactory to Agent and Borrower.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Collateral Agreement”
shall mean the Collateral Agreement executed by Borrower and each other Loan
Party (other than M/I Financial Corp. and M/I Title Agency Ltd.) in accordance
with Section
10(c) of the Third Amendment, which shall be in form and substance
reasonably satisfactory to Agent and Borrower.

    


    “Consolidated Tangible Net
Worth Tier” shall mean, at any time, the applicable tier determined by
reference to the Consolidated Tangible Net Worth of Borrower set forth in the
grid below:

    


    
      
        
          	
                  Consolidated Tangible Net
    Worth

                	
                  Minimum Consolidated Tangible Net Worth
      Tier

                
	
                  ≥$250,000,000

                	
                  Tier
      1

                
	
                  <$250,000,000
      but ≥ $200,000,000

                	
                  Tier
      2

                
	
                  <$200,000,000
      but ≥ $150,000,000

                	
                  Tier
      3

                
	
                  <$150,000,000

                	
                  Tier
      4

                


        

      

    

    


    “Defaulting Lender”
shall mean any Lender, as determined by Agent, that has (a) failed to fund any
portion of its Loans or participations in Letters of Credit or Swingline Loans
within three Business Days of the date required to be funded by it hereunder,
(b) otherwise failed to pay over to Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when
due, unless the subject of a good faith dispute, or (c) (i) become or is
insolvent or has a parent company that has become or is insolvent or (ii) become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment. 

    


    “Initial Period” shall
mean the period from and including the Third Amendment Effective Date until July
20, 2009, as such date may be extended by Agent, in its reasonable discretion,
upon terms and conditions reasonably satisfactory to Agent for up to three
consecutive one-month periods.

    


    “Limited Permitted
Liens” shall mean, as of any date, (a) Liens permitted under subsections
7.2(a), 7.2(c), 7.2(d), 7.2(g) or 7.2(h) of this Agreement and (b) Liens that
are allowed exceptions to coverage in the applicable Title Insurance
Policy.

    


     “Mortgaged Property”
shall mean the Real Property of the Loan Parties, as to which there has been
granted, for the benefit of Agent and the Lenders, a Lien pursuant to a
Mortgage.  Mortgaged Property includes Qualified Real
Property.

    


    “Mortgage” shall mean
each of the mortgages, deeds of trust and similar instruments (including any
spreader, amendment, restatement or similar modification of any existing
Mortgage) made by any Loan Party (other than M/I Financial Corp. or M/I Title
Agency Ltd. ) in favor or for the benefit of Agent for the benefit of itself and
the Lenders, in form and substance reasonably satisfactory to Agent and
Borrower.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Operating Account”
shall mean a deposit account or securities account (to which are credited only
cash) maintained by Borrower with Agent or its designee in which Agent has for
the ratable benefit of the Lenders and Agent a first priority perfected security
interest and Lien as collateral security for the Obligations.

    


    “Qualified Real
Property” shall mean, with respect to any Loan Party or Loan Parties
(other than M/I Financial Corp. and M/I Title Agency Ltd.) as of any date, Real
Property that is owned solely or jointly and severally by such Person(s)
where:

    


    (a)           Agent
shall have received an Acceptable Appraisal (the fees and expenses associated
with such Acceptable Appraisal to be paid by Borrower in accordance with the
terms of this Agreement);

    


    (b)           Agent
shall have received environmental assessment reports, in form and substance
reasonably satisfactory to Agent from an environmental consulting firm
reasonably satisfactory to Agent, and within 15 days after such reports are made
available to the Lenders by Agent, Agent shall not have received notice from the
Required Lenders that such reports or firm are(is) not satisfactory to the
Required Lenders;

    


    (c)           Agent
shall have received, upon its request, a copy of all recorded documents referred
to, or listed as exceptions to title in, the policy or policies referred to in
clause (e) below and a copy of all other material documents affecting such Real
Property;

    


    (d)           Agent
shall have received a Mortgage covering such Real Property duly executed and
delivered by a duly authorized officer of each party thereto
and  recorded and filed (or evidence satisfactory to Agent that such
Mortgage has been recorded and filed)in the appropriate offices in order to
create valid and perfected first priority Liens on such Real Property in favor
of Agent and Agent shall have received such other evidence that all other
actions that Agent may reasonably deem necessary or desirable in order to create
valid and perfected first priority Liens on such Real Property have been
taken;

    


    (e)           Agent
shall have received from a title insurance company acceptable to Agent (the
“Title Insurance
Company”) in respect of such Real Property a mortgagee’s title insurance
policy (or policies) and endorsements thereto or marked up unconditional
commitment for such insurance (the “Title Insurance
Policy”), in each case in form and substance reasonably satisfactory to
Agent and containing such endorsements as Agent may reasonably
require;

    


    (f)           Agent
shall have received evidence satisfactory to it that such Real Property is
covered by property and liability insurance that is reasonably satisfactory to
Agent and, in the case of property insurance, names Agent an additional insured
and as mortgagee;

    


    (g)           Agent
shall have received evidence satisfactory to it that all premiums in respect of
the policies referred to in clause (e) above, all charges for mortgage recording
tax, recording charges and all related expenses, if any, have been
paid;

    


    (h)           Agent
shall have received (i) a flood hazard certificate, (ii) a policy of flood
insurance to the extent improvements on such Real Property are located in a
federally designated “Flood Zone”, which policy provides coverage in an amount
not less than the book value of such Real Property located in a “Flood Zone” or
the maximum limit of coverage made available with respect to the particular type
of Real Property located in the “Flood Zone” under the National Flood Insurance
Act of 1968, whichever is less, to the extent available and (iii) evidence
satisfactory to Agent that all actions relating such Real Property as are
required by regulations implementing the National Flood Insurance Act of 1968
and the Flood Disaster Protection Act of 1973 with respect to loans in areas
having special flood hazards have been accomplished;

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (i)           Agent
shall have received any opinion letter from local counsel reasonably requested
by Agent addressed to Agent and the Lenders in the jurisdiction in which such
Real Property is located with respect to the enforceability, validity and form
of the Mortgage and any related fixture filings, all in form and substance
reasonably satisfactory to Agent;

    


    (j)           Borrower
shall have executed and delivered or caused to be executed and delivered at
Borrower’s sole cost and expense, any reports, financing or continuation
statements and other agreements, amendments, documents, assignments, statements
or instruments in each case in form and substance satisfactory to Agent as may
be reasonably necessary to evidence, perfect or otherwise implement and maintain
the Lien on such Real Property as collateral security for the Obligations (in
the case of the Borrower) or for the Guaranteed Obligations (as defined in the
Guaranty Agreement in the case of the Guarantors);

    


    (l)           Such
Real Property is subject to a valid enforceable first priority Lien and
perfected security interest in favor of Agent for the ratable benefit of the
Lenders and Agent (subject only to Limited Permitted Liens) as collateral
security for the Obligations (in the case of the Borrower) or for the Guaranteed
Obligations (as defined in the Guaranty Agreement in the case of the
Guarantors); and

    


    (m)           Ninety
(90) days shall have passed from the date on which the applicable Mortgage is
properly recorded in the applicable real property records.

     

     “Real Property” shall
mean Land owned, leased or hereafter acquired or leased by a Loan Party (other
than M/I Financial Corp. and M/I Title Agency Ltd.), together with the right,
title and interest of such Loan Party in and to the streets, the land lying in
the bed of any streets, roads or avenues, opened or proposed, in or of, the air
space and development rights pertaining to the Land and the right to use such
air space and development rights, all rights of way, privileges, liberties,
tenements, hereditaments and appurtenances belonging or in any way appertaining
thereto, all fixtures, all easements now or hereafter benefiting the Land and
all royalties and rights  appertaining to the use and enjoyment of the
Land necessary for the residential development of such Land, together with all
of the buildings and other improvements now or hereafter erected on the Land,
and any fixtures appurtenant thereto and all related personal
property.

    


    “Secured Borrowing
Base” shall mean, as of any date, an amount calculated as follows: (a)
100% of Secured Borrowing Base Cash plus (b) 40% of the aggregate Appraised
Value of Qualified Real Property.  Notwithstanding anything to the
contrary herein, the Secured Borrowing Base shall be subject to the following
limitations, calculated based on book value as in effect from time to time: (i)
not more than 25% of the aggregate Secured Borrowing Base shall be comprised of
Qualified Real Property in a Single Market, except Columbus Ohio; (ii) not more
than 35% of the aggregate Secured Borrowing Base shall be comprised of Qualified
Real Property in the Columbus, Ohio Single Market; (iii) not more than 25% of
the aggregate Secured Borrowing Base shall be comprised of Lots under
Development; and (iv) not more than 30% of the aggregate Secured Borrowing Base
shall be comprised of Unimproved Entitled Land.  The Secured Borrowing
Base shall not include any unimproved, unentitled Real Property.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Secured Borrowing Base
Account” shall mean one or more deposit accounts or securities accounts
(to which are credited only cash and Secured Borrowing Base Permitted
Investments) maintained by Borrower with Agent or its designee in which Agent
has for the ratable benefit of the Lenders and Agent a first priority security
interest and Lien, perfected by control pursuant to a Blocked Account Control
Agreement, as collateral security for the Obligations.

    


    “Secured Borrowing Base
Cash” shall mean cash and Secured Borrowing Base Permitted Investments
held or maintained in the Secured Borrowing Base Account in which Agent has for
the ratable benefit of the Lenders and Agent a first priority security interest
and Lien, perfected by control pursuant to a Blocked Account Control Agreement,
as collateral security for the Obligations.

    


    “Secured Borrowing Base
Permitted Investments” shall mean those investments listed on Schedule 4
to the Collateral Agreement.

    


    “Security” shall mean
all property of the Loan Parties, now owned or hereafter acquired, upon which a
Lien is purported to be created by any Security Documents.

    


    “Security Documents”
shall mean, collectively, the Collateral Agreement, the Mortgages, the Blocked
Account Control Agreement and all other security documents hereafter delivered
to Agent granting a Lien on any property of any Person to secure the Obligations
(in the case of Borrower) or of the amounts guaranteed by the Guaranty Agreement
(in the case of a Guarantor).

    


    “Single Market” shall
mean, as of any date, a metropolitan statistical area as defined by the United
States Office of Management and Budget for use by federal statistics
agencies.

    


    “Third Amendment”
shall mean the Third Amendment to this Agreement dated as of January 15, 2009
among Borrower, Agent, Agent and the Lenders.

    


    “Third Amendment Effective
Date” shall mean the date that the Third Amendment becomes effective in
accordance with its terms.

    


    “Title Insurance
Policy” shall have the meaning given in clause (e) of the definition of
Qualified Real Property.

    


    (b)           Amended
Definitions.  The definitions of “Borrowing Base Indebtedness”
and “Inventory Valuation Date” are deleted from Section 1 of the Credit
Agreement, and the following defined terms in Section 1 of the Credit Agreement
are hereby amended and restated to read as follows:

    


    “Aggregate Commitment”
shall mean, at any time after the Third Amendment Effective Date, the aggregate
Commitments of all the Lenders in the amount determined by reference to the
Minimum Consolidated Tangible Net Worth tier set forth in the grid below, as
such commitment amount may be reduced (but not increased) from time to time
pursuant to the terms of this Agreement:

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      
        	
                Minimum Consolidated Tangible Net Worth
      Tier

              	
                Aggregate Commitment

              
	
                Tier
      1

              	
                $150,000,000

              
	
                Tier
      2

              	
                $125,000,000

              
	
                Tier
      3

              	
                $100,000,000

              
	
                Tier
      4

              	
                $  60,000,000

              


      

    

    


    Effective
upon the date that the Aggregate Commitment is reduced, each Lender’s Commitment
will be reduced in accordance with its Ratable Share.

    


    “Alternate Base Rate”
shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on
such day plus 1⁄2 of 1% and (c) the Eurodollar Rate for a one month Interest
Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the
Eurodollar Rate for any day shall be based on the rate appearing on the Reuters
BBA Libor Rates Page 3750 (or on any successor or substitute page of such page)
at approximately 11:00 a.m. London time on such day.  Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Eurodollar Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Eurodollar Rate, respectively.

    


    (c)           Loan
Documents.  Section 1 of the Credit Agreement is hereby amended
by inserting in the definition of “Loan Documents” after “the Guaranty
Agreements” a comma (,) followed by the words “Security Documents.”

    


    (d)           Secured
Indebtedness.  The definition of “Secured Indebtedness” in
Section 1 of the Credit Agreement is hereby amended to replace the parenthetical
“(excluding Indebtedness owing to Borrower or any of its Subsidiaries)” with the
parenthetical “(excluding Indebtedness owing (i) to Borrower or any of its
Subsidiaries or (ii) under this Agreement or any other Loan
Document).”

    


    2.           Amendment of Section
2.

    


    (a)           Secured Borrowing Base
Coverage.  Subsection 2.1(b) of the Credit Agreement is hereby
amended and restated to read as follows:

    


    (b)           Secured Borrowing Base
Coverage.

    


    (i)           Availability.  During
the Initial Period, the Aggregate Outstandings shall not at any time exceed the
lesser of $65,000,000 and the Aggregate Commitment and shall be subject to
prepayment in accordance with subsection 2.6(b), and no Loan shall be made, and
no Facility L/C shall be issued or amended if after giving effect to the
incurrence of such Loan or the issuance or amendment of such Facility L/C, the
Aggregate Outstandings would exceed the lesser of $65,000,000 and the Aggregate
Commitment.  After the end of the Initial Period, the Aggregate
Outstandings shall not at any time exceed the lesser of the Secured Borrowing
Base and the Aggregate Commitment and shall be subject to prepayment in
accordance with subsection 2.6(b), and no Loan shall be made and no Facility L/C
shall be issued or amended if after giving effect to the incurrence of such Loan
or the issuance or amendment of such Facility L/C, the Aggregate Outstandings
would exceed the lesser of the Secured Borrowing Base and the Aggregate
Commitment.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (ii)           Releases of Security During
Initial Period.  During the Initial Period, Borrower may
request the release of all or any portion of a Mortgaged Property from the Liens
of Agent, whereupon Agent shall release its Liens on such Mortgaged Property
within ten (10) Business Days after receipt of such request so long as (A) no
Default or Event of Default has occurred and is continuing and (B) concurrently
with such release the net proceeds, if any, from the disposition of such
Mortgaged Property are deposited into the Operating Account.  During
the Initial Period, Borrower may request the release of Secured Borrowing Base
Cash from the Secured Borrowing Base Account in the amount, if any as of any
date, by which the cash and Cash Equivalents on the consolidated balance sheet
of Borrower minus Secured Borrowing Base Cash is less than $25,000,000,
whereupon Agent shall release such Secured Borrowing Base Cash within three (3)
Business Days after receipt of such request so long as no Default or Event of
Default has occurred and is continuing.  Notwithstanding the
foregoing, Borrower may not request, and Agent shall not be required to,
release, as of any date, Secured Borrowing Base Cash from the Secured Borrowing
Base in an amount less than $1,000,000 and any $10,000 increments in excess
thereof, with such increments being calculated by rounding down to the nearest
multiple of $10,000.

    


               (iii)           Releases after Initial
Period.  After the Initial Period, Borrower may request in
writing that Agent release its Lien on Secured Borrowing Base Cash or Mortgaged
Property, or any portion or combination thereof.  Agent shall release
its Lien on Secured Borrowing Base Cash or Mortgaged Property (or any portion
thereof, including any related personal property) within ten (10) days of
receipt by Agent of a notice pursuant to this subsection (iii) so long as (and
by requesting a release Borrower shall be deemed to have represented and
warranted to Agent and the Lenders that the following conditions have been
satisfied): (A) no Default or Event of Default has occurred and is then
continuing or would result therefrom; (B) after giving effect to such release
and any substitution of Mortgaged Properties (or any portion thereof), the
Aggregate Outstandings do not exceed the lesser of the Aggregate Commitment and
the Secured Borrowing Base, (C) if such release is of any Secured Borrowing Base
Cash or if Mortgaged Property subject to the request for a release constitutes
more than 10% of the Secured Borrowing Base, Borrower has delivered to Agent a
current Borrowing Base Certificate evidencing compliance with this Agreement,
and (D) concurrently with such release the net proceeds, if any, from any
disposition of such Mortgaged Property are deposited into the Operating
Account.  Notwithstanding the foregoing, Borrower may not request, and
Agent shall not be required to, release, as of any date, Secured Borrowing Base
Cash from the Secured Borrowing Base in an amount less than $1,000,000 and any
$10,000 increments in excess thereof, with such increments being calculated by
rounding down to the nearest multiple of $10,000.  Upon the release of
Agent’s Liens on any Secured Borrowing Base Cash or Mortgaged Property, such
Secured Borrowing Base Cash or Mortgaged Property shall no longer be included in
the calculation of the Secured Borrowing Base.

    


    (iv)           Modifications to Mortgaged
Property.  A Loan Party (other than M/I Financial Corp. and M/I
Title Agency Ltd.) may, without consent of any Lender, Agent or any Person (A)
make immaterial dispositions (including, but not limited to, lot line
adjustments) of portions of any Mortgaged Property for dedication or public and
permit the creation of Liens to secure the levy of special assessments in favor
of, Governmental Authorities, community development districts and property
owners’ associations, (B) make immaterial dispositions of portions of the
Mortgaged Property to third parties for the purposes of resolving any
encroachments issues, (C) grant easements, restrictions, covenants, reservations
and rights-of-way 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    for
resolving minor encroachment issues or for access, water and sewer lines,
telephone cable and internet lines, electric lines or other utilities or for
other similar purposes, and (D) consent to or join in any land use or other
development approval documents (including subdivision plats, easements and the
like) provided that such disposition, grant or consent does not materially
impair the value, utility or operation of the applicable Mortgaged
Property.  In connection with any disposition or creation of any Lien
or any grant or consent permitted pursuant to this subsection (iv), Agent shall
execute and deliver or cause to be executed and delivered any instrument
reasonably necessary or appropriate in the case of the dispositions referred to
above to release the portion of the Mortgaged Property affected by such
disposition from the Lien of the applicable Mortgage, or to subordinate the Lien
of the applicable Mortgage, or acknowledgement that the Lien of any Mortgage is
subordinate, to such Liens, easements, restrictions, covenants, reservations and
rights-of-way or other similar grants, or to evidence such consent or joinder,
in each case upon receipt by Agent of (I) ten (10) Business Days’ prior written
notice thereof; (II) a copy of the applicable instrument or instruments of
disposition or subordination; and (III) a certificate from an officer of
Borrower stating that such disposition does not materially impair the value,
utility or operation of the applicable Mortgaged Property.

    


    (v)           Appraisals.  Agent
shall be entitled to obtain, and at the request of Agent or Required Lenders
shall obtain, at Borrower’s expense, a new Acceptable Appraisal of each Real
Property (or any portion thereof) included in the Secured Borrowing Base not
more than once every twelve (12) months during the term of this
Agreement.  In addition to the foregoing, Agent will be entitled to
obtain (A) at Borrower’s expense, additional Acceptable Appraisals of any such
Real Property (or any portion thereof) if (I) an Event of Default exists, or
(II) an appraisal is required under applicable Requirements of Law and (B) at
the Lenders’ expense, such additional and other Acceptable Appraisals at any
time and from time to time as Agent shall request.

    


    (vi)           Administration of Secured
Borrowing Base.  The Secured Borrowing Base shall be
administered by Agent in accordance with such reasonable requirements as may be
established by Agent, as such requirements are described in a notice to Borrower
prior to giving effect thereto.  Administration of the Secured
Borrowing Base shall include, without limitation those activities described on
Exhibit
I.

    


    (vii)           Costs and
Expenses.  Subject to the limitations and conditions contained
in this Agreement, Borrower shall pay all reasonable fees and
expenses  associated with any of the actions taken under this Section
2.1(b) including, without limitation, (A) all reasonable fees and charges with
respect to any appraisal, re-appraisal,  and survey costs, (B) title
insurance charges and premiums, (C) title search or examination costs, including
abstracts, abstractors' certificates and uniform commercial  code
searches, (D) judgment and tax lien searches for each Loan Party (other than M/I
Financial Corp. and M/I Title Agency Ltd.), (E) reasonable fees and costs of
environmental investigations, site assessments and remediations, (F) recordation
taxes, documentary taxes, transfer taxes and mortgage taxes, (G) filing and
recording fees, (H) reasonable legal fees and expenses and (I) reasonable
subcontractor costs and expenses.

    


    (viii)           Calculation of Secured
Borrowing Base.  (A) Within thirty (30) days after the end of
each calendar month, beginning with the calendar month ending December 31, 2008,
(B) on demand by Agent so long as an Event of Default has occurred and is
continuing, and (C) at such other times as required by this Agreement, Borrowers
shall provide Agent with a Borrowing Base Certificate showing Borrower’s
calculations of the components of the Secured Borrowing Base.  On
demand from Agent, Borrower shall provide Agent with all documentation and other
data supporting such calculations as Agent may require.  In the event
that Agent notifies Borrower in writing of any inaccuracy in a Borrowing Base
Certificate, the amount calculated as the Secured Borrowing Base in such
Borrowing Base Certificate shall be revised as reasonably determined by
Agent.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (ix)           Other Releases and
Subordinations; Satisfaction of Aggregate Commitments.  Agent
and Lenders agree that:

    


    (A)           Borrower
may request the release or subordination of the security interests and Liens of
Agent on the Security that is (A) uneconomical, excess, damaged, obsolete or
worn out or scrap personal property, (B) other personal property being replaced
with personal property of substantially equivalent value or (C) being pledged to
a secured party providing Secured Indebtedness, whereupon Agent shall release
(or to the extent approved by any such secured party subordinate) such security
interests and Liens within ten (10) Business Days after receipt of such request
so long as (and by requesting a release or subordination Borrower shall be
deemed to have represented to Agent and the Lenders that) the following
conditions have been satisfied:  (I) no Default or Event of Default
has occurred and is then continuing or would result therefrom; (II) to the
extent such Security is being pledged to a secured party providing Secured
Indebtedness, such Secured Indebtedness is permitted under Section 7.1, (III)
after giving effect to such release or subordination Aggregate Outstandings do
not exceed the lesser of the Aggregate Commitment and the Secured Borrowing Base
(or, during the Initial Period, $65,000,000) and (IV) concurrently with any such
release or subordination of a Mortgaged Property the net proceeds from such
Secured Indebtedness are deposited into the Operating Account.

    


    (B)           Release of Liens Upon
Termination of Commitments.  Agent and Lenders agree that, upon
the termination of the Commitments, termination or expiration of all Facility
L/Cs and indefeasible payment and satisfaction in full of Aggregate
Outstandings, all of the security interests in, and Liens on, the Security shall
be released, discharged and terminated, and Agent shall (I) execute (as
applicable) and deliver Uniform Commercial Code termination statements (and does
hereby authorize the Loan Parties from and after such date, to file or cause to
be filed such termination statements), intellectual property release documents
and such other instruments of release and discharge pertaining to the security
interests and other Liens granted to Agent pursuant to the Security Documents in
any of the Security being so released as Borrower may reasonably request to
effectuate or to reflect of public record the release and discharge of any such
security interests, and liens, and (II) deliver promptly all Security in its
possession to the extent that the Liens on such Security are being released,
discharged or terminated.  All of the foregoing deliveries shall be at
the expense of Borrower, with no liability to Agent or any Lender and with no
representation or warranty by or recourse to Agent or any Lender.

    


    (x)           Maintenance of the Secured
Borrowing Base.  As of the Closing Date, Borrower shall
transfer to the Secured Borrowing Base Account an amount equal to cash and Cash
Equivalents on Borrower’s consolidated balance sheet in excess of $25,000,000,
if any, and thereafter, during the Initial Period, Borrower shall from time to
time transfer additional amounts to the Secured Borrowing Base Account such that
Secured Borrowing Base Cash at all times is not less than the amount, if any, by
which cash and Cash Equivalents on Borrower’s consolidated balance sheet exceeds
$25,000,000.  Notwithstanding the foregoing, Borrower shall not be
required to transfer to the Borrowing Base Account as of any date, including the
Closing Date, an amount less than $1,000,000 plus any increments in excess
thereof,  rounded up to the nearest multiple of
$10,000.  After the end of the Initial Period, Borrower agrees at all
times to cause the Secured Borrowing Base to be not less than the Aggregate
Outstandings.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (xi)           Operating
Account.  So long as any Commitment remains in effect, any
portion of any Note or Reimbursement Obligation remains outstanding and unpaid,
any Facility L/C remains outstanding that is not fully collateralized with cash
in a manner satisfactory to the LC Issuer thereof and to Agent, or any other
amount is owing to Agent or any Lender, Borrower agrees that it will maintain
the Operating Account pursuant to arrangements satisfactory to Agent at Agent’s
office in the name of Borrower but subject to the control of Agent, for the
benefit of the Lenders and LC Issuers.  Borrower hereby pledges,
assigns and grants to Agent, on behalf of and for the ratable benefit of the
Lenders and LC Issuers, a security interest in all of Borrower’s right, title
and interest in and to the Operating Account and all funds which may from time
to time be on deposit in the Operating Account to secure prompt and complete
payment and performance of the Obligations.  Unless and until an Event
of Default shall occur and be continuing, Agent will honor all withdrawal,
payment, transfer and other fund disposition or instructions from Borrower that
Borrower is otherwise entitled to give in respect of the Operating
Account.  So long as an Event of Default has occurred and is
continuing, Agent shall be entitled to cease honoring all such instructions
concerning the Account, and Borrower shall have no right or ability to access or
withdraw or transfer funds from the Operating Account.

    


    (b)           Interest.  Subsections
2.5(b), (c) and (d) of the Credit Agreement are hereby amended and restated to
read as follows:

    


    (b)           On
and after the Third Amendment Effective Date, the Applicable Margins and the
Applicable Commitment Rate shall be determined by reference to the Minimum
Consolidated Tangible Net Worth in accordance with the following table and
provisions of this subsection 2.5(b):

    


    
      
        	
                Minimum Consolidated Tangible Net Worth
      Tier

                 

              	
                Tier
      1

              	
                Tier
      2

              	
                Tier
      3

              	
                Tier
      4

              
	
                Applicable
      Eurodollar Margin

                and
      Applicable Facility L/C Rate

              	
                          
      4.50%

              	
                4.75%

              	
                5.00%

              	
                5.25%

              
	
                Applicable
      ABR Margin

              	
                3.50%

              	
                3.75%

              	
                4.00%

              	
                4.25%

              
	
                Applicable
      Commitment Rate

              	
                0.45%

              	
                0.45%

              	
                0.50%

              	
                0.50%

              


      

    

    


    (c)           The
Applicable Margins and Applicable Commitment Rate under the foregoing pricing
grid shall be determined with reference to the Minimum Consolidated Tangible Net
Worth Tier as of the last day of each fiscal quarter.  The
determination of the Minimum Consolidated Tangible Net Worth Tier shall be made
from the most recent annual or quarterly financial statements of Borrower
delivered pursuant to subsection 6.1, and adjustment, if any, to the Applicable
Margins and Applicable Commitment Rate shall take place on, and be effective
from and after, the fifth Business Day after the date on which Agent has
received such financial statements.

    


    (d)           If,
as a result of any restatement of or other adjustment to the financial
statements of Borrower or a calculation error, Borrower or Agent determines that
(i) the Minimum Consolidated Tangible Net Worth Tier as calculated by Borrower
as of any applicable date was inaccurate, and (ii) a proper calculation of the
Minimum Consolidated Tangible Net Worth Tier would have resulted in higher
pricing for such period, Borrower shall immediately and retroactively be
obligated to pay to Agent, for the account of the applicable Lenders, promptly
on demand by Agent (or, after the occurrence of an actual or deemed entry of an
order for relief with respect to Borrower under the Bankruptcy Code,
automatically and without further action by Agent, any Lender or any LC Issuer),
an amount equal to the excess of the amount of interest and fees that should
have been paid for such period over the amount of interest and fees actually
paid for such period.  This subsection 2.5(d) shall not limit the
rights of Agent, any Lender or any LC Issuer as the case may be under Section
9.  Borrower’s obligations under this subsection 2.5(d) shall survive
the termination of the Commitments and the repayment of all other Obligations
hereunder.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (c)           Mandatory
Prepayment.  Subsection 2.6(b) of the Credit Agreement is
amended and restated to read as follows:

    


    (b)           If
as of any date, (i) during the Initial Period, the Aggregate Outstandings exceed
the lesser of $65,000,000 and the Aggregate Commitment or (ii) after the end of
the Initial Period, the Aggregate Outstandings exceed the lesser of the Secured
Borrowing Base and the Aggregate Commitment, then Borrower shall within three
Business Days thereafter prepay Loans and/or cash collateralize the Facility L/C
Obligations in accordance with the procedures set forth in Section 8 in an
aggregate amount equal to such excess.

    


    (d)           Swingline
Loans.  Subsection 2.12(d) of the Credit Agreement is amended
to insert “Secured” immediately before the phrase “Borrowing Base
requirements.”

    


    (e)           Issuance of Facility
L/Cs.  Clauses (ii), (iii) and (iv) of subsection 2.15(c) of
the Credit Agreement are amended and restated to read as follows:

    


    (ii)           if,
after giving effect to the issuance, amendment or extension of the Facility L/C
requested hereunder, the aggregate principal amount of the Facility L/C
Obligations would exceed the lesser of (A) $100,000,000 and (B) the Aggregate
Commitment;

    


    (iii)           if,
after giving effect to the issuance, amendment or extension of the Facility L/C
Requested hereunder the Aggregate Outstandings would exceed the amount permitted
by subsection
2.1(b);

    


    (iv)           intentionally
omitted;

    


    (f)           Defaulting
Lenders.  A new subsection 2.24 is added to the Credit
Agreement immediately after subsection 2.23 to read as follows:

     

    2.24           Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender is or becomes a Defaulting Lender, then, for so long
as such Lender is a Defaulting Lender:

     

    (a)           the
Commitment and Obligations of such Defaulting Lender shall not be included in
determining the Required Lenders for purposes of taking any action hereunder;
and

     

    (b)           Borrower
shall within three Business Days following notice by Agent cash collateralize
such Defaulting Lender’s Ratable Share of the Facility L/C Obligations and
Swingline Loans by depositing cash collateral at Agent’s office in accordance
with the procedures set forth in Section 8 for so long as any such Facility L/C
Obligations or Swingline Loans remain outstanding.

     

    This
subsection 2.24 may not be amended without the prior written consent of the
Swingline Lender, the LC Issuer and Required Lenders.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    3.           Amendment of Section
4.  Section 4 of the Credit Agreement is amended to add
immediately after subsection 4.19 and a new subsection 4.20 to read as
follows:

    


    4.20           Security
Documents.  Subject to the release provisions of subsection 2.1(b),
the Collateral Agreement is effective to create in favor of Agent, for the
benefit of the Lenders, a legal, valid and enforceable security interest in the
Security described therein and proceeds thereof.  The account(s) (and
the cash and Secured Borrowing Base Permitted Investments maintained therein)
described in the Collateral Agreement and the Blocked Account Control Agreement
is(are) subject to a security interest perfected by control.  When
financing statements in appropriate form are filed in the appropriate
jurisdictions, the security interest created by the Collateral Agreement shall
constitute a fully perfected Lien on all right, title and interest of Borrower
and the Guarantors in such Security (other than such Security in which a
security interest cannot be perfected by filing a financing statement under the
Uniform Commercial Code as in effect at the relevant time in the relevant
jurisdiction), as security for the Obligations (in the case of Borrower) or for
the Guaranteed Obligations (as defined in the Guaranty Agreement in the case of
the Guarantors), in each case prior and superior in right to any other Person
except (other than with respect to the Secured Borrowing Base Cash), Limited
Permitted Liens and Liens permitted by subsection
7.2(b).

    


    4.           Amendment of Section
6.

    


    (a)           Borrowing Base
Certificate.  Each of subsections 6.3 and 6.4 of the Credit
Agreement is amended and restated to read “Intentionally Omitted.”

    


    (b)           Minimum Tangible Net
Worth.  Subsection 6.11 of the Credit Agreement is amended and
restated to read as follows:

    


    6.11           Maintenance of Consolidated
Tangible Net Worth.  Maintain at all times during the
Commitment Period a Consolidated Tangible Net Worth (“Minimum Tangible Net
Worth”) in amounts equal to or exceeding (i) $100,000,000 plus (ii) fifty
percent (50%) of Consolidated Earnings (without deduction for losses and
excluding the effect of any decreases in any Deferred Tax Valuation Allowance)
earned for each completed fiscal quarter ending after December 31, 2008 to the
date of determination, excluding any quarter in which the Consolidated Earnings
are less than zero) plus (iii) the amount of any reduction or reversal in
Deferred Tax Valuation Allowance for each completed fiscal quarter ending after
December 31, 2008.

    


    (c)           Leverage
Ratio.  Subsection 6.12 of the Credit Agreement is amended and
restated to read as follows:

    


    6.12           Maintenance of Leverage
Ratio.  Maintain during the Commitment Period a Leverage Ratio
not in excess of 2.00 to 1.00.

    


    5.           Amendment of Section
7.

    


    (a)           Secured
Indebtedness.  Subsection 7.1 of the Credit Agreement is hereby
amended to insert after the phrase “$25,000,000 at any time outstanding” the
parenthetical “(other than Secured Indebtedness in an aggregate amount not in
excess of $35,000,000 in the nature of Contingent Obligations in respect of
Letters of Credit fully secured by a Lien on cash and Cash
Equivalents).”

    


    (b)           Limitation on
Investments.  Subsection 7.6(b) of the Credit Agreement is
amended to replace the words “five percent (5%)” with the words “ten percent
(10%),” and Subsection 7.6(e) of the Credit Agreement is amended to replace the
words “fifteen percent (15%)” with the words “twenty-five percent
(25%).”

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (c)           Housing
Inventory.  Subsection 7.13 of the Credit Agreement is amended
to replace the words “thirty percent (30%)” with the words “forty percent (40%)”
and to replace the words “sixty percent (60%)” with the words “eighty percent
(80%).”

    


    6.           Amendment of Section
8.  Subsection 8.1 is amended to replace the phrase “as
required by subsections 8.2, 8.3 or 8.4” with the phrase “as required by
subsections 2.24, 8.2, 8.3 or 8.4”, and the first sentence in subsection 8.4(a)
is amended to replace “If” with the phrase “Except as otherwise contemplated in
subsection 2.24, if”.

    


    7.           Amendment of Section
9.  The reference to (a) “subsection 6.4” in subsection (2) of
Section 9 of the Credit Agreement is amended and restated to read “subsection
2.1(b)(x)” and (b) “subsection 6.3” in subsection (4) of Section 9 of the Credit
Agreement is amended and restated to read “subsection
2.1(b)(viii).”  Subsection (11) of Section 9 of the Credit Agreement
is amended and restated and a new subsection (12) is added immediately
thereafter, each to read as follows:

    


    (11)           Except
with respect to releases of Liens permitted under this Agreement, any of the
Security Documents shall cease, for any reason, to be in full force and effect,
or any Loan Party (other than M/I Financial Corp. and M/I Title Agency Ltd.) or
any Affiliate of any Loan Party shall so assert, or any Lien created by any of
the Security Documents shall fail or cease to be enforceable and of the same
effect and priority purported to be created thereby; or

    


    (12)           Any
Loan Party shall default in the observance of any term, covenant or agreement
contained in any Security Document and such default shall
continue unremedied for 30 consecutive days.

    


    8.           Amendment of Section
10.  Subsections 10.1, 10.3, 10.4, 10.6, 10.7 of the Credit
Agreement are amended to replace the word “Guaranty Agreement” with “other Loan
Documents”; and a new subsection 10.12 is added immediately after subsection
10.11 of the Credit Agreement to read as follows:

    


    10.12                      Security
Administration.

    


    (a)           Without
limiting the authority of Agent hereafter to act or to appoint others to act as
agent for itself and the Lenders under this Agreement and other Loan Documents,
pursuant to subsection 10.2, Agent is authorized to assign and delegate to an
agent (the “Collateral Agent”) some or all of Agent’s rights and duties in
respect of Security, including without limitation, the administration of the
Secured Borrowing Base as contemplated by Exhibit I, and Agent
and the Lenders agree that Section 10 of this Agreement shall apply to any
Collateral Agent in respect of the Security as if Section 10 were restated in
full in favor of Agent and any Collateral Agent, as applicable.  With
the consent of the Lenders, Agent hereby appoints PNC Bank, National Association
as a Collateral Agent, and PNC Bank, National Association hereby accepts such
appointment.  Additionally, PNC Bank, National Association is hereby
appointed as Documentation Agent under this Agreement.  Each Lender
acknowledges that PNC Bank, National Association has been selected by Agent with
reasonable care, that Agent shall not be responsible for negligence or
misconduct thereof and that Agent shall be fully protected in relying
thereon.  Agent is authorized, directly or indirectly, to acquire,
hold and enforce Liens on Security and to exercise related powers and perform
such related duties in respect of Security, together with such other powers as
are reasonably incidental thereto.  Except to the extent expressly
provided in this Agreement or any other Loan Document with respect to Security,
neither Agent nor any of its agents in such capacity shall have any duties or
responsibilities or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist
against Agent or any of its agents.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (b)           References
to Agent in this Agreement and the other Loan Documents include, as applicable,
references to agents of Agent, including any Collateral Agent, and references to
Lenders entitled to the benefit of Security include, without limitation, Agent
and its agents.  Each Person acting as agent for Agent shall be (i)
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which Agent is entitled under this Agreement
(including, without limitation, the right to resign pursuant to subsection
10.10), (ii) entitled to take actions in its own name, including, without
limitation, the creation and termination of Liens on Security by any Collateral
Agent in accordance with this Agreement, and (iii) subject to removal by Agent,
in its sole discretion, or by the Required Lenders in accordance with subsection
10.10.

    


    (c)           Each
Lender hereby irrevocably authorizes and directs Agent, directly or indirectly,
to (i) enter into the Security Documents for the benefit of such Lender and
hereby agrees that any action taken by Required Lenders in accordance with terms
of this Agreement or the Security Documents and the exercise by the Required
Lenders of the powers set forth herein or therein, together with such other
powers are reasonably incidental thereto, shall be authorized and binding upon
all of the Lenders and (ii) take (but shall have no obligation to take) any
action with respect to any Security or Security Documents which may be necessary
or desirable to perfect or maintain perfected Liens upon the Security on behalf
of the Lenders, without the necessity of any notice to or further consent from
any Lender.

    


    (d)           Each
Lender hereby irrevocably authorizes Agent to release any Lien in accordance
with subsection 2.1(b).  Upon request by Agent at any time, each
Lender will confirm in writing Agent’s authority to release Security pursuant to
this subsection 10.12(d) and to take other actions in respect of
Security.

    


    (e)           Subject
to subsection 10.12(d), Agent, directly or indirectly, shall (and is hereby
irrevocably authorized by each Lender) to execute such documents as may be
necessary to evidence the release of Liens granted directly or indirectly to
Agent on Security; provided that (i) Agent shall not be required to execute any
such document on terms which, in Agent’s opinion, would expose Agent or any of
its agents to or create any liability or entail any consequences other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Obligations.

    


    (f)           Neither
Agent nor any of its agents shall have any obligation to any Lender or any other
Person to assure that Security exists or is owned by Borrower or any other Loan
Party or is cared for, protected or insured or that the Liens granted directly
or indirectly to Agent herein or in any of the Security Documents or pursuant
hereto or thereto have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority or
to exercise or to continue exercising at all or in any matter any of the rights,
authorities or powers directly or indirectly granted or available to Agent under
this subsection 10.12 or in any of the Security Documents or under any duty of
care, disclosure or fidelity.

    


    (g)           In
accordance with subsection 10.4, Agent and its agents shall be fully protected
in writing on any Loan Document and any other writing or communication believed
by it in good faith to be genuine and correct.  Except as expressly
provided herein, neither Agent nor any of its agents shall be under any
obligation independently to investigate, evaluate or exercise discretion with
respect to any matter, including, without limitation, any appraisal,
environmental assessment, survey, flood hazard certificates, insurance
certificates or policies, title policies or title documents.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    9.           Amendment of Exhibits to
Credit Agreement.  The Credit Agreement is hereby amended
by:

    


    (a)           Borrowing Base
Certificate.  Deleting Exhibit A in its
entirety and inserting in lieu thereof a new Exhibit A in the form
attached hereto as Exhibit
A.

    


    (b)           Compliance
Certificate.  Deleting Exhibit F in its
entirety and inserting in lieu thereof a new Exhibit F in the form
attached hereto as Exhibit
F.

    


    (c)           Administration of Secured
Borrowing Base.  Adding a new Exhibit I in the form
attached hereto as Exhibit
I.

     

    10.           Conditions
Precedent.  This Amendment shall be effective as of the date
("Amendment Effective Date") upon which the following conditions are
satisfied:

     

    (a) Agent
shall have received from the Borrower and the Required Lenders a counterpart of
this Amendment signed on behalf of each such party.

     

    (b) Agent
shall have received from the Guarantors the Consent and Agreement substantially
in the form attached hereto as Appendix
A.

     

    (c) Counterpart
copies of the Collateral Agreement and the Blocked Account Control Agreement
shall have been duly executed and delivered to Agent by each party thereto,
together with each Uniform Commercial Code financing statement required by the
Security Documents or under law or reasonably requested by Agent to be filed,
registered or recorded in order to create in favor of Agent, for the benefit of
Lenders, a perfected Lien on the Security described therein, in each case in
proper form for filing, registration or recordation.

     

    (d) Any
Secured Borrowing Base Cash (in an amount required by subsection 2.1(b)(x))
shall have been deposited in the Secured Borrowing Base Account subject to the
Blocked Account Control Agreement.

     

    (e) Agent
shall have received favorable written opinions (addressed to Agent and Lenders)
of counsel to the Loan Parties, in form and substance reasonably satisfactory to
Agent and covering such matters relating to the Loan Parties, the Loan Documents
and this Amendment as Agent shall reasonably request, including, without
limitation, perfection of security interests and no conflicts with the Senior
Notes.

     

    (f) Agent
shall have received a Borrowing Base Certificate calculated as of November 30,
2008.

     

    (g) Agent
shall have received such other documents and certificates as the Agent or its
counsel may reasonably request relating to the organization or formation,
existence and good standing of the Borrower, the authorization of this Amendment
and any other legal matters relating to the Borrower, the Agreement or this
Amendment, all in form and substance satisfactory to the Agent and its
counsel.

     

    (h) Agent
shall have received for the account of each Lender entitled thereto, an
amendment fee in the an amount equal to 0.30% of such Lender’s Commitment
calculated as of the Third Amendment Effective Date, but such fees shall be
payable only to each Lender that has delivered (including by way of facsimile or
electronic mail) its executed signature page to this Amendment.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (i) Agent
shall have received all other fees and other amounts due and payable on or prior
to the Amendment Effective Date, including reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder, including with out limitation, Agent’s and any of its agent’s
(including any Collateral Agent’s) attorneys fees.

     

    Agent
shall notify the Borrower and the Lenders of the Amendment Effective Date, and
such notice shall be conclusive and binding.

     

    11.           Representations and
Warranties.  The Borrower hereby represents and warrants that
as of the date hereof:

     

    (a) The
representations and warranties of the Loan Parties in the Loan Documents are
true and correct in all material respects.

    


    (b) There
exists no Default or Event of Default.

    


    12.           Ratification.  The
Credit Agreement, as amended hereby, is hereby ratified and remains in full
force and effect.

    


    13.           Counterparts.  This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one agreement and any of the parties hereto may
execute this Amendment by signing any such counterpart.

    



    
      
         


      

      
        16 


        
          

        

      

       

    


    


     

    IN
WITNESS WHEREOF, the Borrower and the Lenders have caused this Amendment to be
duly executed as of the date first above written.

    
      	 
      	
              BORROWER:

              M/I
      HOMES, INC.

              By:                                

              Phillip
      G. Creek

              Executive
      Vice President and Chief 

              Financial
      Officer

               

            


    

    



    
      
        
          S-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              LENDERS:

              JPMORGAN CHASE BANK,
      N.A., As Lender and Agent

              By:         

              Name:
      _________________________________

              Title:  __________________________________

            


    

    



    
      
        
          S-2

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION

              By:         

              Name:
      _________________________________

              Title:  _________________________________

               

            


    

    



    
      
        
          S-3

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              THE
      HUNTINGTON NATIONAL BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-4

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              KEYBANK
      NATIONAL ASSOCIATION

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-5

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              CHARTER
      ONE BANK, N.A.

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-6

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              SUNTRUST
      BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-7

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              REGIONS
      BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-8

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              BANK
      OF MONTREAL

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-9

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              GUARANTY
      BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-10

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              NATIONAL
      CITY BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-11

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              U.S. BANK NATIONAL
      ASSOCIATION

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-12

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              LASALLE
      BANK NATIONAL ASSOCIATION

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-13

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              PNC
      BANK, NATIONAL ASSOCIATION

              By:                             

              Name:
      Luis Donoso

              Title:  Vice
      President

               

            


    


    
      
        
          S-14

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              CITY
      NATIONAL BANK, a national banking association

              By:         

              Name:
      _________________________________

              Title:  _________________________________

               

            


    


    
      
        
          S-15

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              FIFTH
      THIRD BANK, an Ohio banking corporation

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-16

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              FRANKLIN
      BANK, S.S.B., a Texas chartered bank

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-17

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              COMERICA
      BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-18

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              COMPASS
      BANK

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    


    
      
        
          S-19

           

        

         


      

      
         


        
          

        

      

      
         


        
          SIGNATURE
PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND

           

          RESTATED
CREDIT AGREEMENT WITH M/I HOMES, INC.

           

        

      

    


    


    
      	 
      	
              BANK
      UNITED, FSB

              By:         

              Name:
      _________________________________

              Title:  __________________________________

               

            


    

    



    
      
        
          S-20

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    COMMITMENTS

     

    
      
        
          
            
              
                
                  	
                          Lender

                        	 
      	
                          Commitment1

                        	 
      	
                          Ratable Share

                        
	
                          JPMorgan
      Chase Bank, N.A.

                        	 
      	
                          $13,269,230.77

                        	 
      	
                          8.846153846%

                        
	
                          Wachovia
      Bank, National Association

                        	 
      	
                          $13,269,230.77

                        	 
      	
                          8.846153846%

                        
	
                          The
      Huntington National Bank

                        	 
      	
                          $12,692,307.69

                        	 
      	
                          8.461538461%

                        
	
                          KeyBank
      National Association

                        	 
      	
                          $10,384,615.39

                        	 
      	
                          6.923076923%

                        
	
                          Charter
      One Bank, N.A.

                        	 
      	
                          $9,230,769.23

                        	 
      	
                          6.153846153%

                        
	
                          SunTrust
      Bank

                        	 
      	
                          $9,230,769.23

                        	 
      	
                          6.153846153%

                        
	
                          Regions
      Bank

                        	 
      	
                          $8,076,923.08

                        	 
      	
                          5.384615384%

                        
	
                          Bank
      of Montreal

                        	 
      	
                          $8,076,923.08

                        	 
      	
                          5.384615384%

                        
	
                          Guaranty
      Bank

                        	 
      	
                          $8,076,923.08

                        	 
      	
                          5.384615384%

                        
	
                          National
      City Bank

                        	 
      	
                          $8,076,923.08

                        	 
      	
                          5.384615384%

                        
	
                          US
      Bank National Association

                        	 
      	
                          $8,076,923.08

                        	 
      	
                          5.384615384%

                        
	
                          LaSalle
      Bank National Association

                        	 
      	
                          $6,923,076.92

                        	 
      	
                          4.615384615%

                        
	
                          PNC
      Bank, N.A.

                        	 
      	
                          $6,923,076.92

                        	 
      	
                          4.615384615%

                        
	
                          City
      National Bank

                        	 
      	
                          $5,769,230.77

                        	 
      	
                          3.846153846%

                        
	
                          Fifth
      Third Bank

                        	 
      	
                          $5,769,230.77

                        	 
      	
                          3.846153846%

                        
	
                          Franklin
      Bank, S.S.B.

                        	 
      	
                          $5,769,230.77

                        	 
      	
                          3.846153846%

                        
	
                          Comerica
      Bank

                        	 
      	
                          $4,615,384.61

                        	 
      	
                          3.076923076%

                        
	
                          Compass
      Bank

                        	 
      	
                          $3,461,538.46

                        	 
      	
                          2.307692307%

                        
	
                          Bank
      United, F.S.B.

                        	 
      	
                          $2,307,692.31

                        	 
      	
                          1.538461538%

                        
	
                          Total

                        	 
      	
                          $
      150,000,000.00

                        	 
      	
                          100%

                        


                

              

            

          

        

      

    

    

      

    

      
      1 The
Commitments indicated in this Schedule I are calculated based on an Aggregate
Commitment of $150,000,000 and are subject to periodic proportionate reduction
upon reduction of the Aggregate Commitment.

    


    
      
        
          Sch-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

     

    BORROWING
BASE CERTIFICATE

     

    To:           Agent
and each Lender

     

    Ladies
and Gentlemen:

     

    This
letter is to comply with subsection 6.3 of the Second Amended and Restated
Credit Agreement dated October 6, 2006 (as amended, the “Credit Agreement”),
among M/I Homes, Inc., as Borrower, the Lenders party thereto and JPMorgan Chase
Bank, N.A. as Agent and is for the monthly accounting period
ended.  Capitalized terms used but not defined herein have the
meanings given to such terms in the Credit Agreement.

     

    Attached
hereto is the calculation of the Secured Borrowing Base. All figures in this
calculation are as at the end of the monthly accounting period set forth in the
first paragraph of this letter. The undersigned certifies that, to the best
knowledge of the undersigned, the calculation set forth herein is true and
accurate in all material respects.

     

    Certified
by:

     

    __________________________________

    [Chief
Financial Officer, Treasurer, 

    or
Controller] of M/I Homes, Inc.

    


    Attachment


    
      
        
          Ex.
A-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
to

     

    M/I
Homes, Inc.

     

    Borrowing
Base Certificate

     

    ______________,
20__

     

    
      
        	 
      	
                $000’s

              
	
                1.           Secured
      Borrowing Base Cash:

              	
                $

              
	
                2.           Appraised
      Value of Qualified Real Property:

              	 
      
	
                3.Current
      book value of following Qualified Property in Secured Borrowing
      Base:

              	 
      
	
                A.           Qualified
      Real Property by Single Markets:

              	 
      
	
                1.

              	
                $

              
	
                2.

              	
                $

              
	
                3.

              	
                $

              
	
                B.           Current
      book value of Lots Under Development:

              	
                $

              
	
                C.           Current
      book value of Unimproved Entitled Land:

              	
                $

              
	
                4.Borrowing
      Base Percentages:

              	 
      
	
                A.           Secured
      Borrowing Base Cash:

              	
                100%

              
	
                B.           Qualified
      Real Property:

              	
                 40%

              
	
                5.Gross
      Borrowing Base:

              	 
      
	
                A.           Line
      1 times Line 4.A.:

              	
                $

              
	
                B.           Line
      2 times Line 4.B.

              	
                $

              
	
                C.Sum
      of Line 5.A. plus 5.B..:

              	
                $

              
	
                6.Limitations
      on Borrowing Base:

              	 
      
	
                A.Line 3.A.1. times Line
      4.B.:

              	 
      
	
                B.Line 3.A.2. times Line
      4.B.:

              	 
      
	
                C.Line 3.A.3. times Line
      4.B.

              	 
      
	
                D.Line 3.B. times Line
      4.B.:

              	 
      
	
                E.Line
      3.C. times Line 4.B.:

              	 
      
	
                F.           Aggregate
      amount by which any of Lines 6.A., 6.B. and6.C. exceed 25% (35% in the
      case of Columbus Ohio) of Line 5.C.

              	
                $

              
	
                G.           Amount
      by which Line 6.D. exceeds 25% of Line 5.C.:

              	
                $

              
	
                H.           Amount
      by which Line 6.E. exceeds 30% of Line 5.C.:

              	
                $

              
	
                7.Borrowing
      Base (Line 5.E. minus Line 6.F.minus Line 6.G. minus Line
      6.H.):

              	
                $

              
	
                8.Aggregate
      Outstandings:

              	
                $

              
	
                9.7
      minus Line 8 (Availability (Overadvance)):

              	
                $

              


      

    

    



    
      
        
          Ex.
A-1-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
F

     

    


     

    COMPLIANCE
CERTIFICATE

    


    [LETTERHEAD
OF M/I HOMES, INC.]

    [DATE]

    


    To: Agent
and each Lender

    


    Ladies
and Gentlemen:

     

    This
letter is being sent to you to comply with subsection 6.2 of the Second Amended
and Restated Credit Agreement effective as of October 6, 2006 (as amended, the
"Credit Agreement") and is being delivered to you for the period of [insert
yearly or quarterly period as appropriate] for which period the undersigned has
heretofore delivered, or is herewith delivering, the financial statements
provided for in subsection 6.1 of the Credit Agreement (the "Financial
Statements"). [The undersigned hereby certifies that such Financial Statements
are true and accurate in all material respects, subject to normal year-end audit
adjustments (Note: only required with delivery of unaudited Financial
Statements)]. Capitalized terms used but not defined herein have the meanings
given to such terms in the Credit Agreement.

     

    The
undersigned certifies that, after due examination by the undersigned and to the
best of the knowledge of the undersigned, M/I Homes, Inc. and each of its
Subsidiaries during the period stated above has observed or performed in all
material respects all of its covenants and other agreements, and satisfied every
condition, contained in the Credit Agreement, the Notes, the Guaranty Agreement
and the Security Documents to be observed, performed or satisfied by it, and
that the undersigned has no knowledge of any Default or Event of Default except
[list any Defaults or Events of Default; if none, end sentence before
"except"].

     

    Additionally,
I have enclosed a statement showing in detail the calculation of ratios and
other covenants, in accordance with corresponding subsections of the Credit
Agreement, as required by the Credit Agreement.

     

    Yours
very truly,

    


    By:                                                                           
   

     

    Printed
Name:                                                                         

     

    Title:                                                                            

     

     

    Enclosure

     


    
      
        
          Ex.
F-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    CONFIDENTIAL

    STATEMENT
OF CALCULATION OF CERTAIN COVENANTS

    [Date]

    
      	
              Subsection No.

            	
              Covenant

            
	
               

              1. 6.11

            	
              Maintain
      a Minimum Tangible Net Worth of at least:  (i) $100,000,000 plus
      (ii) 50% of Consolidated Earnings (without deduction for losses and
      excluding the effect of any decreases in any Deferred Tax Valuation
      Allowance) earned for each completed fiscal quarter ending after December
      31, 2008 to the date of determination plus (iii) the amount of any
      reduction or reversal in Deferred Tax Valuation Allowance for each
      completed fiscal quarter ending after December 31, 2008

              (i)
      above:                                                                                    
       $100,000,000

              Plus
      (ii)
      above:                                                                            $___________

              Plus
      (iii)
      above:                                                                           $___________

              Required
      Minimum Tangible Net
      Worth:                               $___________

              Consolidated
      Tangible Net Worth
      =                                       $____________

            
	
              2.           6.12

            	
              Maintain
      a Leverage Ratio not in excess of 2.00  to
      1.00.

            
	 
      	
              Consolidated
      Indebtedness:                                                   
       $                         

            
	 
      	
              Consolidated
      Tangible Net
      Worth:                                         
      $                         

            
	 
      	
              Leverage
      Ratio = _____________ to 1.00

            
	
              3.           6.13

            	
              Maintain
      an Interest Coverage Ratio of not less than 1.50 to 1.00.

               

              The
      maintenance of an Interest Coverage Ratio of less than 1.50 to 1.00 as of
      the end of any fiscal quarter shall not constitute a violation of
      subsection 6.13(a) as long as Borrower, as of the end of such fiscal
      quarter, is in compliance with subsections 6.12 and
  6.17.

            
	 
      	
              EBITDA
      (for four
      quarters)                                                        $                         

            
	 
      	
              Consolidated
      Interest Incurred (for four
      quarters):                $                     
        

            
	 
      	
              Interest
      Coverage Ratio = _____________ to 1.00

            
	
              4.           6.17

            	
              If,
      for the period ending the last day of the most recently ended fiscal
      quarter (a) the Interest Coverage Ratio is less than 1.50 to 1.00 and (b)
      the ratio of (i) Adjusted Cash Flow from Operations (“ACFO Ratio”) for the
      four fiscal quarters then ended to (ii) Consolidated Interest Incurred by
      the Borrower
      and its Subsidiaries for such four fiscal quarters is less than 1.50 to
      1.00, until the end of the next fiscal quarter when the Interest Coverage
      Ratio is not less than 1.50 to 1.00 or the ACFO Ratio is not less than
      1.50 to 1.00, the Borrower shall maintain Unrestricted Cash in an amount
      not less than $25,000,000.

            
	 
      	
              (i)
      Adjusted Cash Flow From
      Operations:                                 $                

               

              (ii)
      Consolidated Interest
      Incurred:                                          
        $               
      

               

              (iii)
      Ratio of (i) to (ii) (AFCO
      Ratio)                               _______
      to _____

            
	 
      	
              Unrestricted
      Cash
      =                                                                         $_____________

            
	
              5.           7.1

            	
              Secured
      Indebtedness not to exceed $25,000,000.

            
	 
      	
              Secured
      Indebtedness
      =                                                                 $                              
      

            
	
              6.           7.5

            	
              Adjusted
      Land Value not to exceed 125% of the sum of (a) Consolidated Tangible Net
      Worth plus (b) 50% of Subordinated Indebtedness.

               

              Adjusted Land Value

               

              (i)
      book value of all
      Land:                                                               $                         

              less
      (ii) the sum of

               

                   (a)
      book value of Land and Lots under Contract:$

                    and
      (b) the lesser of (1) the product of (x) number

                    of  Housing
      Units contracted for during the last

                    six
      months and (y) average book value of all

                    Finished
      Lots and Lots under Contract
      or:                             $                   
      

               

              (2)
      25% of Consolidated Tangible Net
      Worth:                             $                   

               

              Adjusted Land
      Value:                                                                       $                
                                       

               

              (a)
      Consolidated Tangible Net
      Worth:                                           $                         

               

              Plus
      (b) 50% of Subordinated
      Indebtedness:                                $                       
       

               

              Total
      [(a) + (b)]
      =                                                                           
          $                         

               

              X
      1.25
      =                                                                                             
        $                         

            
	
              7.           7.6(b)

            	
              Limit
      on extension of credit in connection
      with                            $                 
        

              the
      sale of land of 10% of Consolidated

              Tangible
      Net Worth.

               

              10%
      of Consolidated Tangible Net
      Worth:                                    $                      
       

               

              Aggregate
      amount of extensions of credit
      in                                $                       
       

              connection
      with the sale of Land:

               

              Maximum
      maturity of any such extensions of

              credit
      not to exceed five
      years:                                                      
      ________________

            
	
              8.           7.6(e)

            	
              Limit
      on Investments in Joint Ventures of twenty-five percent (25%) of
      Consolidated Tangible Net Worth, provided that Borrower has no less than a
      20% interest in each such joint venture and that management and control
      decisions for each such joint venture require Borrower's consent and
      approval.

               

              25%
      of Consolidated Tangible Net
      Worth:                                    $                      
      

               

              Investments
      in Joint
      Ventures:                                                     
         $                         

               

              Lowest
      percentage interest of Borrower in a joint
      venture:   ___________%

               

            
	
              9.           7.13

            	
              The
      number of Speculative Housing Units, as at the end of any fiscal quarter,
      not to exceed the greater of (a) the number of Housing Unit Closings
      occurring during the period of twelve (12) months ending on the last day
      of such fiscal quarter, multiplied by forty percent (40%) or (b) the
      number of Housing Unit Closings occurring during the period of six (6)
      months ending on the last day of such fiscal quarter, multiplied by eighty
      percent (80%).

               

              Speculative
      Housing Units:

               

              (a)
      Housing Unit Closings in last 12 months:________ x 40% =

               

              (b)
      Housing Unit Closings in last 6 months:________ x 80% =

               

              (c)  Speculative
      Housing
      Units:                                                                         

            


    


    
      
        
          Ex.
F-1-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
I

     

    ADMINISTRATION
OF SECURITY AND SECURED BORROWING BASE

     

    Subject
to the prior written consent of Agent, which Agent may exercise in its sole
discretion:

    


    (a)           Security
Documents.  The Collateral Agreement, the Blocked Account
Control Agreement, each Mortgage and all other Security Documents shall be in
form and substance satisfactory to Agent.

    


    (b)           Security
Generally. On or
prior to the Third Amendment Effective Date, Agent shall receive duly executed
copies of the Collateral Agreement and Blocked Account Control Agreement and,
promptly thereafter, searches of records evidencing that financing statements
have been filed in all appropriate jurisdictions to perfect a security interest
conforming to the representation contained in Section 4.20 of this
Agreement, and, at all times thereafter, Agent shall receive such other
agreements, amendments, documents, assignments, statements or instruments, in
each case in form and substance satisfactory to Agent, as may be reasonably
necessary to evidence, perfect or otherwise implement the Lien created by the
Security Documents as collateral security for the performance and repayment of
the Obligations (in the case of Borrower) or of the Guaranteed Obligations (as
defined in the Guaranty Agreement in the case of the Guarantors) in accordance
with the requirements of the Credit Agreement.

    


    (c)           Secured Borrowing Base
Cash.  So long as the Secured Borrowing Base includes Secured
Borrowing Base Cash, such Secured Borrowing Base Cash will be held by or on
behalf of Agent in the Secured Borrowing Base Account subject to the Blocked
Account Control Agreement.

    


    (d)           Qualified Real
Property.  So long as the Secured Borrowing Base includes
Qualified Real Property, Agent shall have received those documents, instruments
and agreements contemplated for the Real Property by the definition of Qualified
Real Property.

    


    (e)           Review of Borrowing Base
Certificates.  Each Borrowing Base Certificate will be subject
to review and testing pursuant to such methodologies as Agent shall reasonably
determine.

    


    (f)           Calculation of Appraised
Value of Qualified Real Property and Secured Borrowing
Base.  The Appraised Value of any Qualified Real Property
included in the Secured Borrowing Base shall be subject to adjustments from time
to time approved by Agent in its reasonable discretion to take into account
partial dispositions, costs of improvement, damage, destruction, other casualty,
condemnation, eminent domain, contamination and other adverse
events.  Except as otherwise reasonably determined by 

     

    
      
        
        

      

      
        Ex.
I-1

        
          

        

      

      
        
        

      

    

    Agent in
its discretion, Borrower may, but shall not be required to, (i) calculate the
Appraised Value of Qualified Real Property as the actual Appraised Value plus
the book value of improvements since the prior measurement date and (ii) upon
disposition of any such Qualified Real Property, deduct from the Appraised Value
an amount equal to (A) cost of goods sold as a result of such disposition times
(B) a fraction equal to the most recent adjusted Appraised Value of such
Qualified Real Property divided by the corresponding book value of such
Qualified Real Property (including improvements thereto).  Agent may
determine that the Appraised Value of a Qualified Real Property is $0.00 as a
result of material damage, destruction, other casualty, condemnation, eminent
domain, contamination or other adverse event affecting such Qualified Real
Property.

    


    (g)           Inspections.  Agent
or its employees, agents or representatives shall be entitled to inspect
Qualified Real Property from time to time, as
follows:

    


    (i)           at
Agent's option, but no more than twice in any calendar year unless an Event of
Default has occurred and is continuing, Agent may review the inventory status
from the financial records of the Loan Parties, which will include sales
reports, copies of  contracts, paid invoices, etc.;

    


    (ii)           at
Agent's option, a portion of any material vertical construction may be selected
at random;

    


    (iii)           land
development work for Qualified Real Property will be inspected periodically, but
not more than twice in any calendar year unless an Event of Default has occurred
and is continuing, by Agent in its discretion; and

    


    (iv)           material
negative variances between calculations of the Borrowing Base made by Borrower
as adjusted by Agent’s calculations will be discussed with Borrower and, if not
satisfactorily resolved, will be reflected in the next Borrowing Base
Certificate delivered hereunder.

    


    All
inspections made by Agent or its employees, agents or representatives, shall be
made solely and exclusively for the protection and benefit of the Lenders and
neither Borrower nor any other Person shall be entitled to claim any loss or
damage against Agent, Agent, any Lender or any of their respective employees,
agents or representatives for failure to properly discharge any alleged duties
of Agent.

    


    (h)           Work-in-Progress
Documentation.  Agent shall be entitled to inspect not more
than once each quarter documentation with a scope reasonably identified by Agent
with respect to any work-in-progress, including, without limitation, sales
contracts, loan commitments, buyer deposits, lot purchase closing statements,
certificates of occupancy, notices of commencement, etc.

    


    (i)           Budget.  Upon
request of Agent from time to time, a budget setting forth the estimates of the
total cost of construction for specific Housing Units of a reasonable number and
size included in the Secured Borrowing Base shall be provided by Borrower to
Agent, at Borrower’s sole expense.

    


    (j)           Plan and Cost
Review.  Upon request of Agent from time to time, plans and
cost budgets with respect to land development work in respect of Qualified Real
Property of a reasonable size shall be provided by Borrower to Agent, at
Borrower’s expense.

    


    (k)           Title
Updates.  So long as an Event of Default has occurred and is
continuing, Agent may require, from time to time, such title updates (including
without limitation, ownership and encumbrance reports) with respect to Qualified
Real Property to confirm the lien status of such Security (in particular, that
the Security Documents continue to constitute a first lien on and security
interest in such Security subject only to Limited Permitted Liens), as Agent
deems reasonably prudent all at the Borrower’s sole expense.

    


    (l)           Appraisals.  From
time to time, Agent will require Appraisals to be made in accordance with Section
2.1(b).

    


    



    
      
        
          Ex.
I-2

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A

     

    CONSENT
AND AGREEMENT OF GUARANTORS

     

    THIS
CONSENT AND AGREEMENT OF GUARANTORS ("Consent") is executed and delivered as of
January __, 2009, by the undersigned (the "Guarantors"), in favor of the
"Lenders" under that certain Second Amended and Restated Credit Agreement dated
October 6, 2006, among M/I Homes, Inc., the Lenders from time to time parties
thereto and JPMorgan Chase Bank, N.A., in its capacity as Agent. Such Credit
Agreement, as it has been and may be amended, modified or supplemented from time
to time, is hereinafter referred to as the "Credit Agreement." Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to them in the Credit Agreement.

     

    WITNESSETH:

     

    WHEREAS,
the Guarantors have executed and delivered a Guaranty Agreement dated October 6,
2006 in favor of the Lenders under the Credit Agreement or a Supplemental
Guaranty thereto (collectively, the "Guaranty"); and

     

    WHEREAS,
the Borrower, the Agent and certain Lenders have entered into that certain Third
Amendment to Second Amended and Restated Credit Agreement of even date herewith
amending the Credit Agreement (the "Amendment"); and

     

    WHEREAS,
it is a condition to the Amendment that the Guarantors shall have executed this
Consent;

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Guarantors hereby consent to the Amendment
and agree that (a) the Guaranty Agreement continues in full force and effect and
(b) the Guarantors’ obligations under the Guaranty Agreement are not subject to
any defense, counterclaim or right of offset.

     


    
      
        
           

          1

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Consent has been duly executed by the Guarantors as of the
day and year first set forth above.

     

    M/I
FINANCIAL CORP., an Ohio corporation

     

    


    By:                                                                                

    Name:                Phillip
G. Creek

    Title:                  Executive
Vice President and Chief Financial

              
Officer

    


    


    NORTHEAST
OFFICE VENTURE, LIMITED 

    LIABILITY
COMPANY, a Delaware limited liability 

    company

    By:  M/I
Homes, Inc., its sole member

     

    


    By:                                                                               

    Name:                Phillip
G. Creek

    Title:                  Executive
Vice President and Chief Financial

                              
Officer

     

    


    M/I HOMES
SERVICE, LLC, an Ohio limited liability company

    By M/I
Homes, Inc., its sole member

     

     

                                    By:                                                                               

                           
Name:                Phillip
G. Creek

                       
Title:                  Executive
Vice President and Chief Financial 

                                              
Officer

    
      
      

    

    


    


    MHO, LLC,
a Florida limited liability company

     

    


    By:                                                                                

    Name:                     J.
Thomas Mason

    Title:                      President
and Assistant Secretary

    


    



    
      
        
          2

        

         


      

      
         


        
          

        

      

      
         


      

    


    MHO
HOLDINGS, LLC, a Florida limited liability company

     

    


    By:                                                                            

    Name:                J.
Thomas Mason

    Title:                  Executive
Vice President, General

              
Counsel and Secretary

    


    


    


    M/I
PROPERTIES LLC, an Ohio limited liability company

    By:  M/I
Homes, Inc., its sole member

     

     

                                    By:                                                                               

                           
Name:                Phillip
G. Creek

                                           
Title:                  Executive
Vice President and Chief Financial

                                              
Officer

    
      
      

    

    


    


    M/I HOMES
OF FLORIDA, LLC, a Florida limited liability company

    By:  M/I
Homes, Inc., its sole member

    


    By:                                                                                

    Name:             
  Phillip G. Creek

    Title:         
Executive Vice President and Chief Financial

              
Officer

    
      
      

    

    


    


    M/I HOMES
OF ORLANDO, LLC, a Florida limited liability company

     

    


    By:                                                                                

    Name:                Phillip
G. Creek

    Title:         
Executive Vice President and Chief Financial

              
Officer

    
      
      

    

    


    


    M/I HOMES
OF TAMPA, LLC, a Florida limited liability company

     

    


    By:                                                                                

    Name:               Phillip
G. Creek

    Title:         Executive
Vice President and Chief Financial

              Officer

    
      
      

    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    M/I HOMES
OF WEST PALM BEACH, LLC, a Florida l

    imited
liability company

     

    


    By:                                                                                

    Name:               Phillip
G. Creek

    Title:        
Executive Vice President and Chief Financial

              Officer

    
      
      

    

    


    


    K-TAMPA,
LLC, a Florida limited liability company, 

    by M/I
Homes of Tampa, LLC, its manager

     

    


    By:                                                                                 

    Name:               Phillip
G. Creek

    Title:        
Executive Vice President and Chief Financial

              Officer

    
      
      

    

    


    


    M/I HOMES
OF DC, LLC, a Delaware limited liability company

     

    


    By:                                                                                

    Name:               Phillip
G. Creek

    Title:        
Executive Vice President and Chief Financial

              Officer

    
      
      

    

    


    


    M/I HOMES
OF CHARLOTTE, LLC, a Delaware 

    limited
liability company

     

    


    By:                                                                                 

    Name:               Phillip
G. Creek

    Title:        
Executive Vice President and Chief Financial

                     
Officer

    
      
      

    

    


    


    M/I HOMES
OF RALEIGH, LLC, a Delaware 

    limited
liability company

     

    


    By:                                                                                

    Name:              Phillip
G. Creek

    Title:       
Executive Vice President and Chief Financial

             Officer

    
      
      

    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    THE
FIELDS AT PERRY HALL, L.L.C., a Maryland 

    limited
liability company

     

    


    By:                                                                                    

    Name:              Phillip
G. Creek

    Title:                Senior
Vice President, Chief Financial Officer

                             and
Assistant Secretary

    


    


    WILSON
FARM, L.L.C., a Maryland limited liability company

    


    


    By:                                                                                

    Name:             Phillip
G. Creek

    Title:               Senior
Vice President, Chief Financial Officer

                            and
Assistant Secretary

    
      
      

    

    


    


    M/I HOMES
OF CENTRAL OHIO, LLC, an Ohio 

    limited
liability company

     

    


    By:                                                                                

    Name:            Phillip
G. Creek

    Title:      Executive Vice
President and Cheif Financial

                   Officer

    
      
      

    

    


    


    M/I HOMES
OF CINCINNATI, LLC, an Ohio limited

    liability
company

    


    


    By:                                                                                

    Name:            Phillip
G. Creek

    Title:      Executive Vice
President and Cheif Financial

                  
Officer

    
      
      

    

    



    
      
        
          5

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    M/I HOMES
OF INDIANA, L.P., an Indiana limited 

    partnership

    By M/I
Homes First Indiana LLC, its sole general partner

    


    


    By:                                                                            

    Name:           Phillip
G. Creek

    Title:     Executive Vice
President and Chief Financial

                         
Officer

    
      
      

    

    


    


    M/I HOMES
FIRST INDIANA LLC, an Indiana limited

     liability
company

    


    


    By:                                                                            

    Name:           Phillip
G. Creek

    Title:     Executive Vice
President and Chief Financial

                 
Officer

    
      
      

    

    


    M/I HOMES
SECOND INDIANA LLC, an Indiana 

    limited
liability company

    By:  M/I
Homes, Inc., its sole member

    


    


    By:                                                                            

    Name:           Phillip
G. Creek

    Title:     Executive Vice
President and Chief Financial

                 
Officer

    
      
      

    

    


    


    TRANSOHIO
RESIDENTIAL TITLE AGENCY, LTD.,

    an Ohio
limited liability company

    By:  M/I
Homes, Inc., its sole member

    


    


    By:                                                                            

    Name:           Phillip
G. Creek

    Title:     Executive Vice
President and Chief Financial

                  Officer

    
      
      

    

    


    



    
      
        
          6

        

         


      

      
         


        
          

        

      

      
         


      

    


    M/I-MAJESTIC
OAKS GP, LLC, a Florida limited 

    liability
company

    By:  M/I
Homes of Tampa, LLC, its sole member

    


    By:                                                                            

    Name:           Phillip
G. Creek

    Title:     Executive Vice
President and Chief Financial

                 
Officer

    
      
      

    

    


    


    M/I HOMES
OF CHICAGO, LLC, a Delaware limited

     liability
company

    


    


    By:                                                                            

    Name:           Phillip
G. Creek

    Title:     Executive Vice
President and Chief Financial

                 
Officer

    
      
      

    

     

    
 

    M/I TITLE
AGENCY LTD., a Ohio limited liability 

    company

    


    


    By:                                                                            

    Name:          
Phillip G. Creek

    Title:     Executive Vice
Preseident and Chief Financial

                 
Officer

    
      
      

    

    


    


     

    7