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SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT | Document Parties: GUARANTY BANK M/I FINANCIAL CORP | M/I HOMES, INC | M/I Schottenstein Homes, Inc You are currently viewing:
This Revolving Credit Agreement involves

GUARANTY BANK M/I FINANCIAL CORP | M/I HOMES, INC | M/I Schottenstein Homes, Inc

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Title: SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Governing Law: Texas     Date: 5/10/2007
Industry: Construction Services     Sector: Capital Goods

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, Parties: guaranty bank m/i financial corp , m/i homes  inc , m/i schottenstein homes  inc
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Exhibit 10.4

 

 

SECOND AMENDMENT TO

FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

 

THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (herein called this " Amendment ") dated as of April 27, 2007 by and among M/I FINANCIAL CORP., an Ohio corporation (" Financial "), M/I HOMES, INC. (formerly known as M/I Schottenstein Homes, Inc.), an Ohio corporation (" M/I Homes ") (Financial and M/I Homes are sometimes hereinafter referred to collectively as the " Borrowers "), and GUARANTY BANK, a federal savings bank (" Bank "),

 

W I T N E S S E T H:

 

WHEREAS, Borrowers and Bank have entered into that certain First Amended and Restated Revolving Credit Agreement dated as of April 27, 2006 (as heretofore amended by the First Amendment to First Amended and Restated Revolving Credit Agreement made as of November 13, 2006, the " Original Credit Agreement "), for the purposes and consideration therein expressed, pursuant to which Bank became obligated to make loans to Borrowers as therein provided; and

 

WHEREAS, Borrowers and Bank desire to amend the Original Credit Agreement as provided herein;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Credit Agreement, in consideration of the loans which may hereafter be made by Bank to Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

 

ARTICLE I.   

 

 

 

Definitions and References

 

Section 1.1.    Terms Defined in the Original Credit Agreement . Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Credit Agreement shall have the same meanings whenever used in this Agreement.

 

Section 1.2.    Other Defined Terms . Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

 

" Amendment " shall mean this Second Amendment to Credit Agreement.

 

" Amendment Documents " shall mean, collectively, this Amendment and the Renewal Note.

 

" Commitment " shall mean the Bank's agreement to make the Loans to the Borrowers pursuant to subsection 2.1 hereof in the amount referred to herein, which amount shall not exceed the lesser of (a)(i) from and including April 27, 2007 through and including December 14, 2007, $40,000,000, (ii) from and including December 15, 2007 through and including January 15, 2008, $65,000,000 and (iii) from and including January 16, 2008 through and including April 25, 2008, $40,000,000, and (b) the Borrowing Base in existence at such time.

 

" Credit Agreement " shall mean the Original Credit Agreement, as amended hereby.

 

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

 

ARTICLE II.   

 

 

 

Amendments to Original Credit Agreement

 

Section 2.1.    Definitions .

 

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

 

" Commitment Period " shall mean the period from and including April 27, 2007 through and including April 25, 2008, or such earlier date as the Commitment shall terminate as provided herein, subject to any extension of the Commitment pursuant to subsection 2.7 of this Agreement.

 

(b)    The definition of " Eligible Mortgage Loan " in Section 1.1 of the Original Credit Agreement is hereby amended by amending clause ii. thereof to read as follows:

 

ii.   Such Mortgage Loan was made by Financial and purchased by Financial to enable a natural person or persons or trust either to purchase a home from M/I Homes or another Person that is substantially completed or to refinance an existing mortgage loan; provided   that (A) the aggregate amount of Eligible Mortgage Loans consisting of loans made by Financial for the purchase of homes from any Person other than M/I Homes does not exceed the Other Mortgage Sublimit, (B) the aggregate amount of Eligible Mortgage Loans used to refinance existing mortgage loans does not exceed the ReFi Sublimit; (C) the aggregate amount of Eligible Mortgage Loans that are CD Enhanced Loans does not exceed the CD Enhanced Sublimit, (D) the aggregate amount of Eligible Mortgage Loans that are Second Mortgage Loans does not exceed the Second Mortgage Sublimit, and (E) the aggregate amount of Eligible Mortgage Loans that are subject to repurchase obligations described in clause (G) of the definition of Mortgage Loan Repurchase Obligations shall not exceed the Deferred Payment Sublimit;

 

Section 2.2.    Exhibits . Exhibit A (Form of Note) attached to this Amendment is hereby substituted for Exhibit A to the Original Credit Agreement.

 

ARTICLE III.   

 

 

 

Conditions of Effectiveness

 

Section 3.1.    Effective Date . This Amendment shall become effective as of the date first above written when and only when Bank shall have received, at Bank's office,

 

(a)    a duly executed counterpart of this Amendment,

 

(b)    the Renewal Note,

 

(c)    a duly executed certificate of the president, chief executive officer or chief financial officer and of the secretary of each Borrower certifying (i) that, in the case of M/I Homes, the action of the executive committee of the board of directors, and, in the case of Financial, the action of sole shareholder, authorizing the execution, delivery and performance of this Amendment and the Note and identifying the officers authorized to sign this Amendment and the Note, copies of which actions are attached to the respective certificates, are in full force and effect, (ii)  that the specimen signatures of the officers so authorized, copies of which specimen signatures are attached to the respective certificates, are true and correct, and (iii)  that the articles of incorporation and code of regulations of such Borrower have not been amended since the date of the Original Credit Agreement; and.

 

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

 

ARTICLE IV.   

 

 

 

Representations and Warranties

 

Section 4.1.    Representations and Warranties of Borrowers . In order to induce Bank to enter into this Amendment, each Borrower represents and warrants to Bank that:

 

(a)    The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;

 

(b)    Each Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Original Credit Agreement. Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of such Borrower hereunder and thereunder;

 

(c)    The execution and delivery by each Borrower of this Amendment and the other Amendment Documents, the performance by each Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of such Borrower, or of any material agreement, judgment, license, order or permit applicable to or bind


 
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