Exhibit 10.1


    Exhibit
      10.1

    


    COMMITMENT
      AND ACCEPTANCE

     

    


     

    This
      Commitment and Acceptance (this “Commitment and Acceptance”) dated as of
      December 2, 2005, is entered into among the parties listed on the signature
      pages hereof. Capitalized terms used herein and not otherwise defined herein
      shall have the meanings assigned to them in the Credit Agreement (as defined
      below).

     

    PRELIMINARY
      STATEMENTS

     

    Reference
      is made to that certain Amended and Restated Credit Agreement dated April 22,
      2005 by and among M/I Homes, Inc., JPMorgan Chase Bank, N.A., as Agent, and
      the
      Lenders party thereto (as amended, modified, supplemented or restated from
      time
      to time, the “Credit Agreement”).

     

    Pursuant
      to subsection 2.6(b) of the Credit Agreement, Borrower has requested an increase
      in the Aggregate Commitment from $600,000,000 to $725,000,000. Such increase
      in
      the Aggregate Commitment is to become effective on December 2, 2005 (the
“Increase Date”). In connection with such requested increase in the Aggregate
      Commitment, Borrower, Agent and the lenders identified on Schedule I hereto
      (each, an “Accepting Lender”) hereby agree as follows:

     

    1. ACCEPTING
      LENDERS’ COMMITMENTS.
      Effective as of the Increase Date, (a) each of the Accepting Lenders that was
      not heretofore party to the Credit Agreement (each, a “New Lender”) shall become
      a party to the Credit Agreement as a Lender, shall have (subject to the
      provisions of subsection 2.6(b) of the Credit Agreement) all of the rights
      and
      obligations of a Lender thereunder, shall agree to be bound by the terms and
      provisions thereof and shall thereupon have a Commitment under and for purposes
      of the Credit Agreement in the amount set forth in Schedule I hereto as its
“New
      Commitment” and (b) the Commitment of each Accepting Lender that was heretofore
      a party to the Credit Agreement shall be increased from the amount set forth
      on
      Schedule I as its “Original Commitment” to the amount set forth on Schedule I as
      its “New Commitment.”

     

    2. REPRESENTATIONS
      AND AGREEMENTS OF ACCEPTING LENDERS.
      Each
      Accepting Lender represents and warrants that it has full power and authority,
      and has taken all action necessary, to execute and deliver this Commitment
      and
      Acceptance and to consummate the transactions contemplated hereby and (in the
      case of each New Lender) to become a Lender under the Credit Agreement. Each
      New
      Lender (a) represents and warrants that (i) it satisfies the requirements,
      if
      any, specified in the Credit Agreement that are required to be satisfied by
      it
      in order to become a Lender, (ii) from and after the Increase Date, it shall
      be
      bound by the provisions of the Credit Agreement as a Lender thereunder and,
      to
      the extent of its Commitment, shall have the obligations of a Lender thereunder,
      (iii) it has received a copy of the Credit Agreement, together with copies
      of
      the most recent financial statements delivered pursuant to subsection 6.1
      thereof and such other documents and information as it has deemed appropriate
      to
      make its own credit analysis and decision to enter into this Commitment and
      Acceptance on the basis of which it has made such analysis and decision
      independently and without reliance on the Agent or any other Lender, and (iv)
      if
      it is a Non-U.S. Lender, attached to this Commitment and Acceptance is any
      documentation required to be delivered by it pursuant to the terms of the Credit
      Agreement, duly completed and executed by the New Lender; and (b) agrees that
      (i) it will, independently and without reliance on the Agent or any other
      Lender, and based on such documents and information as it shall deem appropriate
      at the time, continue to make its own credit decisions in taking or not taking
      action under the Loan Documents, and (ii) it will perform in accordance with
      their terms all of the obligations which by the terms of the Loan Documents
      are
      required to be performed by it as a Lender.

    


    3. REPRESENTATIONS
      OF BORROWER.
      Borrower hereby represents and warrants that, as of the date hereof and as
      of
      the Increase Date, (a) no event or condition shall have occurred and then be
      continuing which constitutes a Default or Event of Default and (b) the
      representations and warranties contained in Section 4 of the Credit Agreement
      are true and correct in all material respects (except to the extent any such
      representation or warranty is stated to relate solely to an earlier date).
      

     

    4. GOVERNING
      LAW.
      This
      Commitment and Acceptance shall be governed by the internal laws (including
      §735ILCS 105/5-1 et seq.,
      but
      otherwise without regard to principles of conflict of law) of the State of
      Illinois but giving effect to federal laws applicable to national
      banks.

     

    


     

    


     


    IN
      WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance
      by their duly authorized officers as of the date first above
      written.

     

     

    M/I
      HOMES, INC.

     

     

    By:
      /s/
      Phillip G. Creek

    Name:
      Phillip G. Creek

    Title:
      Senior Vice President & CFO

     

     

    JPMORGAN
      CHASE BANK, N.A., as Agent

    and
      as an
      Accepting Lender

     

     

    By:
      /s/
      Michael O’Keefe 

    Name:
      Michael O’Keefe 

    Title:
      Associate 

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     


    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    


    


    By:
      /s/
      Michael C. Dodge 

    Name:
      Michael C. Dodge

    Title:
      Banking Officer

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    BANK
      OF
      AMERICA, N.A.

    


    


    By:
      /s/
      Mark W. Lariviere 

    Name:
      Mark W. Lariviere

    Title:
      Senior Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    


    


    By:
      /s/
      Timothy S. Blake 

    Name:
      Timothy S. Blake

    Title:
      Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    THE
      HUNTINGTON NATIONAL BANK

    


    


    By:
      /s/
      John M. Luehmann 

    Name:
      John M. Luehmann

    Title:
      Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    SUNTRUST
      BANK 

    


    


    By:
      /s/
      W. John Wendler 

    Name:
      W.
      John Wender

    Title:
      Senior Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    GUARANTY
      BANK 

    


    


    By:
      /s/
      Doug A. Dixon 

    Name:
      Doug A. Dixon

    Title:
      Senior Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    CHARTER
      ONE BANK, N.A. 

    


    


    By:
      /s/
      Mark F. Windnagel 

    Name:
      Mark F. Windnagel

    Title:
      Senior Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    COMPASS
      BANK 

    


    


    By:
      /s/
      H. L. Chase 

    Name:
      H.L. Chase

    Title:
      Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

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

    


    


    By:
      /s/
      James C. York 

    Name:
      James C. York

    Title:
      Senior Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SIGNATURE
      PAGE OF THE UNDERSIGNED AS AN ACCEPTING LENDER UNDER

    THE
      COMMITMENT AND ACCEPTANCE WITH M/I HOMES, INC.

    


     

    LASALLE
      BANK NATIONAL ASSOCIATION

    


    


    


    By:
      /s/
      Nathan Weyer 

    Name:
      Nathan Weyer 

    Title:
      Vice President

     

    


     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



     

    SCHEDULE
      1

     

     

    


     

     

    COMMITMENTS

     

    


    
      	
              Accepting
                Lender

               

            	
              Original
                Commitment

               

            	
              New
                Commitment

            
	
              JPMorgan
                Chase Bank, N.A.

               

            	
              $

               

            	
              47,500,000

               

            	
              55,000,000

            
	
              U.S.
                Bank National Association

               

            	
              $

               

            	
              47,500,000

               

            	
              50,000,000

            
	
              Bank
                of America, N.A.

               

            	
              $

               

            	
              47,500,000

               

            	
              55,000,000

            
	
              Wachovia
                Bank, National Association

               

            	
              $

               

            	
              47,500,000

               

            	
              55,000,000

            
	
              The
                Huntington National Bank

               

            	
              $

               

            	
              45,000,000

               

            	
              55,000,000

            
	
              SunTrust
                Bank

               

            	
              $

               

            	
              35,000,000

               

            	
              40,000,000

            
	
              Guaranty
                Bank

               

            	
              $

               

            	
              30,000,000

               

            	
              35,000,000

            
	
              Charter
                One Bank, N.A.

               

            	
              $

               

            	
              25,000,000

               

            	
              40,000,000

            
	
              Compass
                Bank

               

            	
              $

               

            	
              -0-

               

            	
              15,000,000

            
	
              Franklin
                Bank, S.S.B., a Texas chartered bank 

               

            	
              $

               

            	
              -0-

               

            	
              25,000,000

            
	
              LaSalle
                Bank National Association

               

            	
              $

               

            	
              -0-

               

            	
              25,000,000