1
Exhibit 10.13
CONSENT TO THE CREATION OF WHOLLY-OWNED SUBSIDIARIES OF M/I
-----------------------------------------------------------
SCHOTTENSTEIN HOMES, INC. AND TO THE AMENDMENT OF THE NOTE
----------------------------------------------------------
PURCHASE AGREEMENT PURSUANT TO, AND FIRST AMENDMENT TO, SECOND
--------------------------------------------------------------
RESTATED REVOLVING CREDIT LOAN AND STANDBY LETTER OF CREDIT AGREEMENT
---------------------------------------------------------------------
This Consent to the Creation of Wholly-Owned Subsidiaries of M/I
Schottenstein Homes, Inc. and to the Amendment of the Note Purchase Agreement
Pursuant to, and First Amendment to, the Second Restated Revolving Credit Loan
And Standby Letter Of Credit Agreement (this "Amendment") is made to be
effective as of March 14, 1997, by and among M/I SCHOTTENSTEIN HOMES, INC., an
Ohio corporation ("BORROWER"), BANK ONE, COLUMBUS, N.A., a national banking
association ("BANK ONE"), THE HUNTINGTON NATIONAL BANK, a national banking
association ("HNB"), THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association ("FIRST CHICAGO"), NATIONAL CITY BANK OF COLUMBUS, a national
banking association ("NCB"), THE FIRST NATIONAL BANK OF BOSTON, a national
banking association ("BOB"), THE FIFTH THIRD BANK OF COLUMBUS, an Ohio banking
corporation ("FIFTH THIRD") (Bank One, HNB, First Chicago, NCB, BOB and Fifth
Third is each a "BANK" and, collectively, "BANKS"), and BANK ONE, COLUMBUS,
N.A., as agent for Banks ("AGENT"). For valuable consideration, the receipt of
which is hereby acknowledged, Borrower, Banks and Agent, each intending to be
legally bound, hereby recite and agree as follows:
BACKGROUND INFORMATION
----------------------
A. Borrower, Bank One, HNB, First Chicago, NCB, BOB, Fifth Third and
Agent are parties to a certain Second Restated Revolving Credit Loan and Standby
Letter of Credit Agreement effective as of December 30, 1996 (the "CREDIT
AGREEMENT").
B. Borrower wants to create new wholly-owned subsidiaries of Borrower
in accordance with the Credit Agreement, which requires in subsection 7.16 the
prior written consent of the Required Banks, and to amend the Note Purchase
Agreement (as defined in the Credit Agreement) to modify the definition of
"Change of Control," which requires in subsection 7.13(c) the prior written
consent of the Required Banks.
2
C. Subject to the terms and conditions of this Amendment and of the
Credit Agreement, the Banks want to consent to the creation of the new
wholly-owned subsidiaries of Borrower and to the amendment of the Note Purchase
Agreement to modify the definition of "Change of Control."
D. Borrower, Banks and Agent want to amend the Credit Agreement to
provide for the newly created wholly-owned subsidiaries of Borrower and for the
amendment of the Note Purchase Agreement.
AGREEMENT
---------
1. Subject to the terms and conditions of this Amendment and of the
Credit Agreement, as amended hereby, each Bank, Agent and Borrower each hereby
(a) consents to, and waives any Default solely as a result of, the creation by
Borrower of, as new wholly-owned subsidiaries of Borrower, 601RS, Inc., an Ohio
corporation, M/I Homes, Inc., an Arizona corporation, and M/I Homes
Construction, Inc., an Arizona corporation, and (b) consents to the First
Amendment to Note Purchase Agreement in the form attached hereto as Exhibit A to
modify the definition of "Change of Control."
2. Subsection 1.1 (Defined Terms) of the Credit Agreement is hereby
amended by deleting the definitions of each of "Construction Bonds," "Customer
Deposits," "Eligible Developed Lots Sold," "Eligible Developed Lots Unsold,"
"Eligible Model Houses," "Eligible Mortgage Loan," "Guaranties" and "Note
Purchase Agreement" in their entireties and replacing them, respectively, with
the following:
"CONSTRUCTION BONDS" shall mean bonds issued by surety bond companies
for the benefit of, and as required by, municipalities or other
political subdivisions to secure the performance by Borrower, M/I
Homes, Inc. or M/I Homes Construction, Inc. of its obligations relating
to lot improvements and subdivision development and completion.
"CUSTOMER DEPOSITS" shall mean cash deposits made by customers of
Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. in connection
with the execution of purchase contracts, which deposits shall be shown
as liabilities on Borrower's consolidated financial statements.
2
3
"ELIGIBLE DEVELOPED LOTS SOLD" shall mean all Developed Lots which
Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. has recorded
as sold in accordance with its usual accounting practices to any Person
other than an Affiliate or Subsidiary of Borrower. The value of
Eligible Developed Lots Sold shall be calculated in accordance with
GAAP and shall include all associated costs required to be capitalized
under GAAP, but shall be reduced by the then outstanding aggregate
amount of Indebtedness secured by any Eligible Developed Lots Sold and
permitted by subsection 7.1(d) hereof.
"ELIGIBLE DEVELOPED LOTS UNSOLD" shall mean all Developed Lots which
Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. has not
recorded as sold in accordance with its usual accounting practices, or
which Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. has
recorded as sold to an Affiliate or Subsidiary of Borrower. The value
of Eligible Developed Lots Unsold shall be calculated in accordance
with GAAP and shall include all associated costs required to be
capitalized under GAAP, but shall be reduced by the then outstanding
aggregate amount of Indebtedness secured by any Eligible Developed Lots
Unsold and permitted by subsection 7.1(d) hereof.
"ELIGIBLE MODEL HOUSES" shall mean (a) all completed detached or
attached single family houses (including townhouse condominiums and
condominiums) which are being used by Borrower, M/I Homes, Inc. or M/I
Homes Construction, Inc. as sales models, and the lots on which such
houses are located and (b) detached or attached (including townhouse
condominiums and condominiums) single family houses for which there has
been a Start of Construction which upon completion will be used by
Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. as sales
models, and the lots on which such houses are located. The value of
Eligible Model Houses shall be calculated in accordance with GAAP and
shall include all associated costs required to be capitalized under
GAAP except for the costs
3
4
of any furnishings, but shall be reduced by the then outstanding
aggregate amount of Indebtedness secured by any Eligible Model Houses
and permitted by subsection 7.1(d) hereof; provided, however, that (a)
the aggregate value of attached (including townhouse condominiums and
condominiums) single family homes constituting Eligible Model Houses
shall not exceed $3,000,000, and (b) the aggregate value of all
Eligible Model Houses shall not exceed $30,000,000.
"ELIGIBLE MORTGAGE LOAN" shall mean at any date an original (not a
rewritten or renewed) loan evidenced by a note and secured by a first
mortgage on residential real property which (a) M/I Financial Corp. has
made to enable a natural person or persons to purchase a home from
Borrower, any Subsidiary of Borrower or another Person that is
substantially completed, (b) is not more than 60 days old as determined
by the date of the note which evidences such loan, and (c) is subject,
or M/I Financial Corp. reasonably believes is subject, to a Purchase
Commitment; provided, however, that the amount of Eligible Mortgage
Loans consisting of loans made by M/I Financial Corp. for the purchase
of homes from any Person other than Borrower or any Subsidiary of
Borrower shall not, in the aggregate at any one time outstanding,
exceed the amount of $5,000,000.
"GUARANTIES" (individually, "GUARANTY") shall mean the guaranties of
the Indebtedness evidenced by this Agreement and by all documents
contemplated by this Agreement, including without limitation the Notes,
as this Agreement and such documents may be amended or restated from
time to time, which guaranties are substantially in the form of Exhibit
A attached to this Agreement, executed by each of Borrower's
Subsidiaries (which are M/I Financial Corp., 601RS, Inc., M/I Homes,
Inc. and M/I Homes Construction, Inc.) in favor of the respective Banks
and to which Agent shall also be a party, and any guaranties in favor
of Agent and the respective Banks executed by (a) each other permitted
Subsidiary, if any, of Borrower
4
5
and/or (b) the M/I Ancillary Businesses that are wholly-owned by the
Borrower or by any Subsidiary.
"NOTE PURCHASE AGREEMENT" shall mean the note purchase agreement dated
September 30, 1996 and amended as of February __, 1997 between Borrower
and The First National Bank of Boston, in its capacity as note
purchaser, and any subsequent purchasers or assignees, which note
purchase agreement governs the issuance by Borrower of subordinated
indebtedness in the principal amount of $25,000,000.00.
3. Subsection 1.1 (Defined Terms) of the Credit Agreement is hereby
further amended by adding the following definitions thereto:
"601RS, Inc." shall mean 601RS, Inc., an Ohio corporation, and a
wholly-owned Subsidiary of Borrower.
"M/I Homes, Inc." shall mean M/I Homes, Inc., an Arizona corporation,
and a wholly-owned Subsidiary of Borrower.
"M/I Homes Construction, Inc." shall mean M/I Homes Construction, Inc.,
an Arizona corporation, and a wholly-owned Subsidiary of Borrower.
4. Subsection 7.1 (Limitation on Indebtedness) of the Credit Agreement
is hereby amended by deleting subsection (h) in its entirety and replacing it
with the following subsection (h) and by adding the following subsections (i)
and (j):
(h) Indebtedness of Borrower with respect to loans from any of the
Subsidiaries of Borrower; provided that the amount of such loans from
M/I Financial Corp. shall not exceed $5,000,000 at any time that the
aggregate principal amount of the Loans outstanding is less than the
aggregate principal amount of the Loans available pursuant to
subsection 2.1 hereof;
(i) Indebtedness of any wholly-owned Subsidiary of Borrower with
respect to loans from Borrower or from any other Subsidiaries
5
6
of Borrower; provided that each such Subsidiary shall have delivered to
each of the Banks, prior to the making of any such loans, its
respective Guaranty conforming to the requirements of this Agreement;
and
(j) Indebtedness of Borrower and/or 601RS, Inc. not in excess of
$5,000,000 secured by a Lien permitted by subsection 7.2(j) hereof.
5. Subsection 7.2 (Limitation on Liens) of the Credit Agreement is
hereby amended by deleting subsection (g) in its entirety and replacing it with
the following subsection (g) and by adding the following subsection (j):
(g) (i) deposits to secure the performance of: bids; trade contracts
(other than for borrowed money or the purchase price of property or
services); leases; statutory and other obligations required by law;
surety, appeal and performance bonds (including Construction Bonds);
and other obligations of a like nature incurred in the ordinary course
of business; and (ii) Liens in favor of surety bond companies pursuant
to indemnity agreements to secure the reimbursement obligations of
Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on
Construction Bonds, provided (A) the Liens securing Construction Bonds
shall be limited to the assets of, as appropriate, Borrower, M/I Homes,
Inc. or M/I Homes Construction, Inc. at, and the rights of, as
appropriate, Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc.
arising out of, the projects that are the subject of the Construction
Bonds, (B) the Liens shall not attach to any real estate, and (C) the
aggregate amount of such Liens at any time shall not exceed the dollar
amount of Construction Bonds then outstanding, and in any event shall
not exceed the amount of reimbursement obligations on Construction
Bonds permitted to Borrower pursuant to subsection 7.3(a) hereof;
(j) a first priority Lien on an aircraft owned by 601RS, Inc. from time
to time to secure the Indebtedness of 601RS, Inc. and/or Borrower not
in excess of $5,000,000.
6
7
6. Subsection 7.3(b) is hereby amended by deleting it in its entirety
and replacing it with the following:
(b) Contingent Obligations consisting of (i) guaranties by Borrower of
M/I Financial Corp.'s lease obligations in an amount not to exceed
$1,000,000 in any period of 12 consecutive months, (ii) Borrower's
obligations under the M/I Financial Corp. Loan Agreement in a principal
amount not to exceed $25,000,000, (iii) guaranties by any Subsidiary of
the obligations of Borrower permitted under this Agreement (including
without limitation any guaranty by any Subsidiary of Borrower of any
obligation of Borrower to Banks) and (iv) guaranties by Borrower of the
obligations permitted under this Agreement of any permitted
wholly-owned Subsidiary of Borrower.
7. Subsection 7.6 (Limitation on Dividends) of the Credit Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following:
7.6 LIMITATION ON DIVIDENDS. Declare any dividends (other than
dividends payable solely in common stock of Borrower) on, or make any
payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement or other
acquisition of any shares of any class of stock of Borrower, whether
now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or
in obligations of Borrower or any of its Subsidiaries (any of the
foregoing a "STOCKHOLDER PAYMENT"), except (a) so long as no Default or
Event of Default has occurred and is continuing or would result
therefrom, Borrower and any of its Subsidiaries may make Stockholder
Payments in a total amount that, when added to all other Stockholder
Payments permitted by this Agreement, does not exceed the sum of (i)
twenty-five percent (25%) of cumulative Consolidated Earnings (taking
into account losses, if any) of Borrower subsequent to December 31,
1994 plus (ii) $5,000,000, and (b) any wholly-owned
7
8
Subsidiary of Borrower may declare and pay dividends to Borrower and
such dividends shall not be considered Stockholder Payments. In
determining compliance with the foregoing, Borrower shall be in
compliance if, as of the last day of the calendar month immediately
preceding the month in which any such Stockholder Payments are made,
the cumulative Stockholder Payments previously made plus the
Stockholder Payments made during the current month would not in the
aggregate exceed the amount permitted by clause (a), above.
8. Subsection 7.9(d) is hereby amended by deleting it in its
entirety and replacing it with the following:
(d) any investments in M/I Financial Corp., 601RS, Inc., M/I Homes,
Inc. or M/I Homes Construction, Inc., or any other Subsidiary created
with the consent of the Required Banks hereafter;
9. Subsection 7.10 (Limitation on Operating Leases) of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with the following:
7.10 LIMITATION ON OPERATING LEASES. Enter into or renew any Operating
Lease if as a result thereof: (a) the aggregate rentals payable by
Borrower and all of its Subsidiaries under all Operating Leases on a
consolidated basis, except for any Operating Lease with respect to the
Office Building, would exceed in any period of 12 consecutive months
the aggregate amount of $4,200,000; or (b) the term of (i) any
Operating Lease with respect to Eligible Model Houses and furnishings
for Eligible Model Houses would exceed three years, and (ii) any other
Operating Lease, except for any Operating Lease with respect to the
Office Building, would exceed five years, provided that so long as the
initial term or any renewal of an Operating Lease included within this
clause (b) does not exceed five years or three years, as appropriate,
the aggregate of the initial term and all renewals of such Operating
Lease may exceed five years or three years, as appropriate, if any
right of renewal is solely at the option of the
8
9
Borrower and all of its Subsidiaries under all Operating Leases with
respect to the Office Building would exceed, for the periods set
forth below, the amounts that correspond to such periods, as set
forth below:
Aggregate Rentals Per
Year of the Operating Lease Lease Year
--------------------------- ----------------------
Beginning with Lease Year 1 $1,131,576.00
Through and including Lease Year 5
Beginning with Lease Year 6 $1,217,693.00
Through and including Lease Year 10
Beginning with Lease Year 11 $1,275,104.00
Through and including Lease Year 15
Beginning with Lease Year 16 $1,303,810.00
Through and including Lease Year 20
10. Paragraphs 6, 9 and 10 of Section 9 (Defaults, Events of Default;
Distribution of Proceeds After Event of Default) of the Credit Agreement are
hereby amended by deleting them in their entireties and replacing them with the
following:
(6) Borrower or any Subsidiary of Borrower shall (a) default in any
payment of principal of or interest on any Indebtedness (other than the
Notes and Reimbursement Obligations) or in the payment of any
Contingent Obligation beyond the period of grace, if any, provided in
the instrument or agreement under which such Indebtedness or Contingent
Obligation was created, and the aggregate principal amount then
outstanding of all such Indebtedness and Contingent Obligations of
Borrower and all Subsidiaries exceeds $500,000.00, or (b) default in
the observance or performance of any other agreement or
9
10
condition relating to any such Indebtedness or Contingent Obligation or
contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or
to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Contingent Obligation (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to
become due prior to its stated maturity or such Contingent Obligation
to become payable; provided, however, that it shall not constitute a
Default or Event of Default if (x) Borrower or any Subsidiary of
Borrower defaults on Indebtedness secured by a mortgage on real estate
if such Indebtedness is by its terms exculpatory, i.e., non-recourse to
Borrower and its Subsidiaries, or (y) a draw is made on a standby
letter of credit or payment is made on a performance bond, so long as
any reimbursement obligation of Borrower with respect to such letter of
credit or performance bond is made within the time required by the
document creating the reimbursement obligation; or
(9) any Person or group of related Persons (other than Irving E.
Schottenstein, the Marital Trusts of Melvin L. Schottenstein, and the
immediate families of Irving E. Schottenstein and Melvin L.
Schottenstein or trusts for the benefit of their respective children
and grandchildren) owns or controls more than twenty-five percent (25%)
of the outstanding voting capital stock of Borrower; or
(10) any subordination agreement that evidences any Subordinated
Indebtedness (i) ceases to be the legal, valid and binding agreement of
any Person party thereto, enforceable against such Person in accordance
with its terms or a payment is made by Borrower in violation of any
provision thereof, or (ii) shall be terminated,
10
11
invalidated or set aside, or be declared ineffective or inoperative or
the Indebtedness related thereto is in any way not fully subordinate to
all of Borrower's Indebtedness and other liabilities to Banks and Agent
under this Agreement and the Notes and to Borrower's obligations, if
any, as a guarantor or otherwise of the Indebtedness and other
liabilities of M/I Financial Corp. (including without limitation the
obligations with respect to the M/I Financial Corp. Loan Agreement);
11. The Credit Agreement is hereby amended by deleting the existing
Schedule 3 (Subsidiaries) thereto in its entirety and replacing it with, and
fully incorporating by reference therein, amended Schedule 3 thereto, which
amended Schedule 3 is attached hereto.
12. The Borrower hereby represents and warrants to each Bank and to
Agent that it has the corporate power and authority to make, deliver and perform
this Amendment and to borrow under the Credit Agreement as amended by this
Amendment and has taken all corporate action necessary to be taken by it to
authorize the borrowings on the terms and conditions of the Credit Agreement as
amended by this Amendment and to authorize the execution, delivery and
performance of the Credit Agreement as amended by this Amendment.
13. The Credit Agreement, including without limitation the Borrower's
representations, warranties and covenants, as amended by this Amendment shall
remain in full force and effect in accordance with its terms as amended hereby,
and upon the effective date of this Amendment, the terms "AGREEMENT" and "THIS
AGREEMENT" shall mean the Credit Agreement as amended by this Amendment.
14. The obligations of the Agent and the Banks pursuant to this
Amendment are subject to the satisfaction of the following conditions precedent
prior to the effective date of this Amendment:
(a) GUARANTIES. Each Bank shall have received from each of 601RS,
Inc., M/I Homes, Inc. and M/I Homes Construction, Inc. its respective
Guaranty, to which Agent shall also be a party, conforming to the
requirements of the Credit Agreement and delivered by a duly authorized
officer of each of 601RS, Inc., M/I Homes, Inc. and M/I Homes
Construction, Inc.
11
12
(b) GUARANTOR'S CONSENT AND REAFFIRMATION OF GUARANTIES. Each Bank
and Agent shall have received from M/I Financial Corp. a copy of
Guarantor's Consent and Reaffirmation of Guaranties (in form and
substance satisfactory to each Bank and Agent).
(c) CORPORATE PROCEEDINGS OF BORROWER. Each Bank and Agent shall
have received a copy of the resolution (in form and substance
satisfactory to each Bank and Agent) of the Executive Committee of the
Board of Directors of Borrower authorizing the execution, delivery and
performance of this Amendment, certified by the Secretary or the
Assistant Secretary of Borrower as of the date hereof. Such certificate
shall state that the resolution set forth therein has not been amended,
modified, revoked or rescinded as of the effective date of this
Amendment.
(d) CORPORATE PROCEEDINGS OF SUBSIDIARIES OF BORROWER. Each Bank
and Agent shall have received a copy of the resolution (in form and
substance satisfactory to each Bank and Agent) of the Sole Shareholder
of each of the Subsidiaries of Borrower authorizing the execution,
delivery and performance of (i) by 601RS, Inc., M/I Homes, Inc. and M/I
Homes Construction, Inc. the respective Guaranties of each, and (ii) by
M/I Financial Corp., Guarantor's Consent and Reaffirmation of
Guaranties, all certified by the Secretary or Assistant Secretary of
each respective Subsidiary of Borrower as of the date hereof. Such
certificate shall state that the resolution set forth therein has not
been amended, modified, revoked or rescinded as of the effective date
of this Amendment.
(e) INCUMBENCY CERTIFICATES OF SUBSIDIARIES. Each Bank and Agent
shall have received a certificate of the Secretary or Assistant
Secretary of each of the Subsidiaries of Borrower, dated the date
hereof, as to the incumbency and signatures of the respective
officer(s) of each of the Subsidiaries of Borrower executing (i) with
respect to 601RS, Inc., M/I Homes, Inc. and M/I Homes Construction,
Inc. each Guaranty, and (ii) with respect to M/I Financial Corp.,
Guarantor's Consent and Reaffirmation of Guaranties.
(f) NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default
shall have occurred and be continuing under the Credit Agreement as of
the effective date of this Amendment.
12
13
15. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment shall become effective upon receipt by Agent and each
Bank of executed counterparts of this Amendment by each of Borrower, Agent and
the Required Banks.
16. This Amendment shall be governed by, and construed in
accordance with, the local laws of the State of Ohio.
IN WITNESS WHEREOF, the Borrower, Banks and Agent have caused this
Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
M/I SCHOTTENSTEIN HOMES, INC.
By_________________________________
Irving E. Schottenstein
Title: Chairman and Chief Executive Officer
BANK ONE, COLUMBUS, N.A.,
as Agent and as a Bank
By_________________________________
Thomas D. Igoe
Title: Senior Vice President
THE HUNTINGTON NATIONAL BANK
By_________________________________
James R. Willet
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By_________________________________
Gregory A. Gilbert
Title: Vice President
13
14
NATIONAL CITY BANK OF COLUMBUS
By_________________________________
Ralph A. Kaparos
Title: Senior Vice President
THE FIRST NATIONAL BANK OF BOSTON
By_________________________________
Kevin C. Hake
Title: Director
THE FIFTH THIRD BANK OF COLUMBUS
By
Print: Mark E. Ransom
Title: Vice President
14
15
GUARANTOR'S CONSENT AND REAFFIRMATION OF GUARANTIES
---------------------------------------------------
The undersigned Guarantor hereby (a) acknowledges that it has
read the foregoing Consent to the Creation of Wholly-Owned Subsidiaries of M/I
Schottenstein Homes, Inc. and to the Amendment of the Note Purchase Agreement
Pursuant to, and First Amendment to, Second Restated Revolving Credit Loan and
Standby Letter of Credit Agreement, effective as of March 14, 1997 (the
"Amendment"), and (b) agrees that each of the undersigned Guarantor's Guaranties
dated as of December 30, 1996 of the obligations of M/I Schottenstein Homes,
Inc. pursuant to the Second Restated Revolving Credit Loan and Standby Letter of
Credit Agreement, as amended by the Amendment, and all representations,
warranties and covenants in each of such Guaranties, continue in full force and
effect notwithstanding the Amendment.
M/I FINANCIAL CORP.
By:________________________________
Print Name:_____________________
Title:__________________________
15