Exhibit 10.13a


 


FIRST AMENDMENT TO SENIOR SECURED


REVOLVING CREDIT AGREEMENT


 


This First
Amendment to Senior Secured Revolving Credit Agreement (this “Amendment”), made as of October 30,
2007 among CALIFORNIA COASTAL COMMUNTIES, INC., a Delaware corporation (“Borrower”), the undersigned
Guarantors, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”),
the other financial institutions which are or may become lender parties
to the Credit Agreement (each individually a “Lender”
and collectively, the “Lenders”),
and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for
the Lenders (the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
the parties entered into that certain $100,000,000 Senior Secured Revolving
Credit Agreement dated as of September 15, 2006 (the “Credit
Agreement”); and


 


WHEREAS,
Borrower has requested that certain terms of the Credit Agreement be modified
and amended as hereinafter set forth; and


 


WHEREAS,
the Lenders and the Agent have agreed to such amendments as set forth herein
and subject to the terms and conditions set forth herein; and


 


NOW,
THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree
that all capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement, and further agree as
follows:


 


1.                                       Amendment
to Section 9 of Credit Agreement. Section 9.2 of the Credit Agreement, Tangible
Net Worth, is hereby modified and amended by changing “$100,000,000” to “$80,000,000”
effective as of and following September 30, 2007.


 


2.                                       No
other Amendments. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided above, operate as an
amendment or waiver of any right, power or remedy of Agent or Lenders under the
Credit Agreement or any of the other Loan Documents, nor constitute an
amendment or waiver of any provision of the Credit Agreement or any of the
other Loan Documents. Except for the amendments and waiver expressly set forth
above, the text of the Credit Agreement and all other Loan Documents shall
remain unchanged and in full force and effect and Borrower hereby ratifies and
confirms its obligations thereunder. This Amendment shall not constitute a
modification of the Credit Agreement or a course of dealing with Agent or
Lenders at variance with the Credit Agreement such as to require further notice
by Agent or Lenders to require strict compliance with the terms of the Credit
Agreement and the other Loan Documents in the future.


 


3.                                       Conditions
of Effectiveness. This Amendment shall become effective as of the date
hereof when, and only when, Agent, on behalf of Lenders, shall have received,
in form and substance satisfactory to it, the following:


 


1

















 


a.                                       Counterparts
of this Amendment duly executed by Borrower, the Guarantors and the Majority
Lenders; and


 


b.                                      Payment
of all reasonable and documented expenses incurred by Agent in connection with
the execution and delivery of this Amendment, together with fees and actually
incurred expenses of Agent’s counsel with respect to this Amendment and other
post-closing matters through the date of this Amendment.


 


4.                                       Representations
and Warranties. Each of Borrower and the Guarantors represents and warrants
as follows:


 


a.                                       The
execution, delivery and performance by Borrower and each such Guarantor of this
Amendment and the Loan Documents, as amended hereby, are within each such party’s
legal powers, have been duly authorized by all necessary member action and do
not contravene (i) Borrower’s or any such Guarantor’s organizational documents,
respectively, or (ii) any law or contractual restriction binding on or
affecting such Person;


 


b.                                      Except
for approvals which have been obtained, no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body, is required for the due execution, delivery and performance by
Borrower or any Guarantor of this Amendment or any of the Loan Documents, as
amended hereby, to which such Person is or will be a party;


 


c.                                       This
Amendment and each of the other Loan Documents, as amended hereby, to which
Borrower and each Guarantor is a party, respectively, constitute legal, valid
and binding obligations of each such party, enforceable against such Person in
accordance with their respective terms, provided that enforcement may be limited
by bankruptcy, insolvency, liquidation, reorganization, reconstruction and
other similar laws affecting enforcement of creditor’s rights generally; and


 


d.                                      No
Default or Event of Default is existing.


 


5.                                       Reference
to and Effect on the Loan Documents. Upon the effectiveness of this
Amendment, on and after the date hereof each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to the “Credit
Agreement,” “thereunder,” “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.


 


6.                                       Costs,
Expenses and Taxes. Borrower agrees to pay on demand all reasonable
out-of-pocket expenses of Agent actually incurred in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of Agent’s counsel with respect
thereto and with respect to advising Agent as to its rights and
responsibilities hereunder and thereunder.


 


2

















 


7.                                       Governing
Law. This Amendment shall be governed by and construed in accordance with
the laws of the State of California, without regard to the conflict of laws
principles thereof.


 


8.                                       Loan
Document. This Amendment shall be deemed to be a Loan Document for all
purposes.


 


9.                                       Counterparts.
This Amendment may be executed by one or more of the parties hereto on any
number of separate counterparts, each of which shall be deemed an original and
all of which, taken together, shall be deemed to constitute one and the same
instrument. Delivery of an executed counterpart of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.


 


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3

















 


IN WITNESS WHEREOF, the
undersigned have duly executed this Amendment as a sealed instrument the date
first set forth above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  CALIFORNIA COASTAL
  COMMUNITIES, INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


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Signature page for First Amendment to Senior Secured
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  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNAL LANDMARK
  HOLDINGS INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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  SIGNAL LANDMARK,

  a California corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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  HEARTHSIDE HOLDINGS,
  INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  HEARTHSIDE HOMES, INC.,
  a California

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  HHI CHANDLER, LLC, a
  California limited

  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Hearthside Homes,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  HHI CHINO II, LLC, a
  California limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Hearthside Homes,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  HHI CROSBY, LLC, a
  California limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Hearthside Homes,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  HHI HELLMAN, LLC, a
  California limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Hearthside Homes,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Signature page for First
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  HHI LANCASTER I, LLC, a
  California limited

  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Hearthside Homes,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Signature page for First
Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  HHI SENECA, LLC, a
  California limited liability

  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Hearthside Homes,
  Inc., its managing

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


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Signature page for First
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  AGENT:

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION, a national

  banking association, as the Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew K. McKown

  	
   

  
	
   

  	
  Name:

  	
  Andrew K. McKown

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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Signature page for First
Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION, a national

  banking association, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew K. McKown

  	
   

  
	
   

  	
  Name:

  	
  Andrew K. McKown

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  WACHOVIA BANK NATIONAL
  ASSOCIATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kurt Huisman

  	
   

  
	
   

  	
  Name:

  	
  Kurt Huisman

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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  GUARANTY BANK, as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kent Newberry

  	
   

  
	
   

  	
  Name:

  	
  Kent Newberry

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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Signature page for First
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  COMERICA BANK, as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Lopilato

  	
   

  
	
   

  	
  Name:

  	
  Anthony Lopilato

  	
   

  
	
   

  	
  Its:

  	
  Sr. Vice President –
  Western Market

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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Signature page for First
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  FRANKLIN BANK, SSB, as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Conrad

  	
   

  
	
   

  	
  Name:

  	
  Susan Conrad

  	
   

  
	
   

  	
  Its:

  	
  Sr. Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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Signature page for First
Amendment to Senior Secured Revolving Credit Agreement


 

















 


	
   

  	
  LASALLE BANK, N.A., a
  national banking

  association, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald G. Adams

  	
   

  
	
   

  	
  Name:

  	
  Donald G. Adams

  	
   

  
	
   

  	
  Its:

  	
  First Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  	
   

  
					



 


 


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Signature page for First
Amendment to Senior Secured Revolving Credit Agreement