COMMITMENT AND ACCEPTANCE
Exhibit
10.8
This
Commitment and Acceptance (this “Commitment and Acceptance”) dated as of
February 3, 2006, is entered into among the parties listed on the signature
pages hereof. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement (as defined
below).
PRELIMINARY
STATEMENTS
Reference
is made to that certain Amended and Restated Credit Agreement dated April 22,
2005 by and among M/I Homes, Inc., JPMorgan Chase Bank, N.A., as Agent, and
the
Lenders party thereto (as amended, modified, supplemented or restated from
time
to time, the “Credit Agreement”).
Pursuant
to subsection 2.6(b) of the Credit Agreement, Borrower has requested an increase
in the Aggregate Commitment from $725,000,000 to $735,000,000. Such increase
in
the Aggregate Commitment is to become effective on February 3, 2006 (the
“Increase Date”). In connection with such requested increase in the Aggregate
Commitment, Borrower, Agent and AmSouth Bank (“Accepting Lender”) hereby agree
as follows:
1. ACCEPTING
LENDER’S COMMITMENT.
Effective as of the Increase Date, the Commitment of Accepting Lender under
the
Credit Agreement shall be increased from $25,000,000 to the amount set forth
opposite Accepting Lender’s name on the signature page hereof.
2. REPRESENTATIONS
AND AGREEMENTS OF ACCEPTING LENDER.
Accepting Lender (a)
represents
and warrants that it has full power and authority, and has taken all action
necessary, to execute and deliver this Commitment and Acceptance and to
consummate the transactions contemplated hereby.
3. REPRESENTATIONS
OF BORROWER.
Borrower hereby represents and warrants that, as of the date hereof and as
of
the Increase Date, (a) no event or condition shall have occurred and then be
continuing which constitutes a Default or Event of Default and (b) the
representations and warranties contained in Section 4 of the Credit Agreement
are true and correct in all material respects (except to the extent any such
representation or warranty is stated to relate solely to an earlier date).
4. GOVERNING
LAW.
This
Commitment and Acceptance shall be governed by the internal laws (including
§735ILCS 105/5-1 et seq.,
but
otherwise without regard to principles of conflict of law) of the State of
Illinois but giving effect to federal laws applicable to national
banks.
IN
WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance
by their duly authorized officers as of the date first above
written.
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M/I
HOMES, INC.
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By:
____________________________________
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Name:
__________________________________
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Title:
___________________________________
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JPMORGAN
CHASE BANK, N.A. as Agent
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By:
____________________________________
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Name:
__________________________________
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Title:
___________________________________
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$35,000,000
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AMSOUTH
BANK
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By:
____________________________________
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Name:
__________________________________
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Title:
___________________________________
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