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EXHIBIT 10.14
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment to Revolving Credit Agreement is made to
be effective as of December 8, 1997 ("this Amendment"), by and among M/I
FINANCIAL CORP., an Ohio corporation ("Financial"), M/I SCHOTTENSTEIN HOMES,
INC., an Ohio corporation ("M/I Homes") (Financial and M/I Homes are hereinafter
referred to collectively as the "Borrowers"), and BANK ONE, NA, a national
banking association (the "Bank"). For valuable consideration, the receipt of
which is hereby acknowledged, Borrowers and Banks, intending to be legally
bound, hereby recite and agree as follows:
RECITALS
A. Borrowers and the Bank are parties to a Revolving Credit
Agreement made to be effective as of July 18, 1997 (the "Credit Agreement").
B. Borrowers and Bank wish to amend the Credit Agreement by
modifying the interest rate for Eurodollar Rate Loans as set forth in subsection
2.2, Note, and by modifying subsection 6.5, Limitation on Investments.
AGREEMENT
1. Subsection 2.2, Note, of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
2.2 Note. The Loans made by the Bank pursuant hereto shall be
evidenced by a promissory note of the Borrowers, substantially
in the form of Exhibit A attached hereto and made a part
hereof (the "Note"), payable to the order of the Bank and
evidencing the obligation of the Borrowers to pay the
aggregate unpaid principal amount of the Loans made by the
Bank, with interest thereon at a rate per annum equal to (i)
in the case of Prime Rate Loans, the Prime Rate in effect from
time to time minus one-quarter of one percent (1/4%) and (ii)
in the case of Eurodollar Rate Loans if permitted hereunder at
such time, the Eurodollar Rate determined
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for each such loan plus one and 60/100 percent (1.60%),
subject with respect to each of the aforesaid interest rates
to the default interest rate provisions of subsection 2.6(c)
hereof. Interest shall be payable in arrears and shall be due
on the last day of each month, beginning with August 31, 1997,
and continuing on the last day of each month thereafter, and
on the last day of the Commitment Period. If not sooner paid,
the entire principal amount of the Loans outstanding and any
remaining unpaid interest on the Loans shall be due and
payable on the last day of the Commitment Period. The Bank is
hereby authorized to record electronically or otherwise the
date and amount of each Loan disbursement made by the Bank and
the date and amount of each payment or prepayment of principal
thereof, and any such recordation shall constitute conclusive
evidence, absent manifest error, of the accuracy of the
information so recorded; provided, however, the failure of the
Bank to make any such recordation(s) shall not affect the
obligation of Borrowers to repay outstanding principal,
interest, or any other amount due hereunder or under the Note
in accordance with the terms hereof and thereof. The Note
shall (a) be dated as of the date hereof, (b) be stated to
mature on the last day of the Commitment Period, and (c) bear
interest from and including the date thereof on the unpaid
principal amount thereof from time to time outstanding at a
rate per annum equal to (i) in the case of Prime Rate Loans,
the Prime Rate in effect from time to time minus one-quarter
of one percent (1/4%) and (ii) in the case of Eurodollar Rate
Loans, the Eurodollar Rate determined for each such loan plus
one and 60/100 percent (1.60%) subject with respect to each of
the aforesaid interest rates to the default interest rate
provisions of subsection 2.6(c) hereof.
2. Subsection 6.5, Limitation on Investments, of the Credit Agreement
is hereby amended by deleting it in its entirety and replacing it with the
following:
6.5 Limitation on Investments. Make or
commit to make any advance, loan,
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extension of credit or capital contribution to, or purchase
of, any stock, bonds, notes, debentures or other securities
of, or make any other investment in, any Person (all such
transactions being herein called "investments") except for (i)
first mortgage loans made in the ordinary course of
Financial's business to natural persons for the purchase of
residential real property, (ii) second mortgage loans made in
the ordinary course of Financial's business to natural persons
for the purchase of residential real property, provided that
such second mortgage loans (A) shall be made only in
connection with a specific financing program to natural
persons who have a first mortgage loan from Financial with
respect to the same real property, and (B) shall not exceed
$4,000,000 in aggregate at any one time outstanding, (iii)
first mortgage loans made in the ordinary course of
Financial's business to natural persons for the purpose of
re-financing an existing first mortgage loan, provided that
the amount of such re-financing mortgage loans shall not
exceed $5,000,000 in aggregate at any one time outstanding,
(iv) investments in Cash Equivalents, (v) investments in
Fannie Mae stock to the extent required for Financial to sell
mortgages to Fannie Mae, but the amount of such investments in
Fannie Mae stock shall in no event exceed $100,000, (vi)
investments in the ordinary course of Financial's business in
standard instruments hedging against interest rate risk
incurred in the origination and sale of mortgage loans, in
each case matching a hedging instrument or instruments to
specific mortgages or specific groups of mortgages, but in no
event including investments in futures contracts, options
contracts or other derivative investment vehicles acquired as
independent investments, and (vii) loans and advances to M/I
Homes.
3. Each of the Borrowers hereby represents and warrants to Bank 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
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Amendment and to authorize the execution, delivery and performance of the Credit
Agreement as amended by this Amendment.
4. The Credit Agreement, including without limitation each 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.
5. The obligations of the Bank pursuant to this Amendment are subject
to the satisfaction of the following conditions precedent prior to the effective
date of this Amendment:
(a) Corporate Proceedings of Borrowers. Bank shall
have received a copy of the resolution (in form and substance
satisfactory to Bank) of (i) the Board of Directors or the
Executive Committee of the Board of Directors of M/I Homes and
(ii) the Sole Shareholder of Financial, in each case
authorizing the execution, delivery and performance of this
Amendment certified by the Secretary or the Assistant
Secretary of each 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
effective date of this Amendment.
(b) 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.
6. 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 Bank of executed counterparts
of this Amendment by each of the parties hereto.
7. This Amendment shall be governed by, and construed in accordance
with, the local laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto 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.
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BANK ONE, NA M/I FINANCIAL CORP.
By /s/ THOMAS D. IGOE By /s/ PAUL S. ROSEN
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Thomas D. Igoe Paul S. Rosen
Title: Senior Vice President Title: President
M/I SCHOTTENSTEIN HOMES, INC.
By /s/ ROBERT H. SCHOTTENSTEIN
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Robert H. Schottenstein
Title: President and
Assistant Secretary
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CERTIFICATE
I, Paul S. Coppel, do hereby certify that (i) I am the duly elected,
qualified and acting Secretary of M/I Financial Corp. (the "Corporation"), (ii)
the resolutions attached hereto and marked as Exhibit A were duly adopted by the
Sole Shareholder of the Corporation in a written action executed by the
President of the Sole Shareholder and dated December 8, 1997 in accordance with
the Regulations of the Corporation and applicable law, and (iii) said
resolutions are in full force and effect without amendment or modifications as
of the date hereof.
/s/ PAUL S. COPPEL
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Paul S. Coppel, Secretary
M/I Financial Corp.
Dated: December 8, 1997