Exhibit 10.12a


 


FIRST AMENDMENT TO SENIOR SECURED


TERM LOAN AGREEMENT


 


This First
Amendment to Senior Secured Term Loan 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 Loan
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 $125,000,000 Senior Secured Term Loan
Agreement dated as of September 15, 2006 (the “Loan
Agreement”); and


 


WHEREAS,
Borrower has requested that certain terms of the Loan 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 Loan Agreement, and further agree as follows:


 


1.             Amendment to
Section 1 of Loan Agreement


 


a.             Section 1.1 of the
Loan Agreement, Definitions, is hereby modified and amended by deleting
the existing definition of EBITDA in its entirety and inserting in lieu
thereof the following:


 


“EBITDA. For any
period, the sum of the amounts for such period of Borrower’s Net Income on a
Consolidated basis, plus (i) charges against income for foreign, federal, state
and local taxes, plus (ii) Interest Expense, plus (iii) depreciation, plus (iv)
amortization expense, including, without limitation, amortization of goodwill
and other intangible assets, plus (v) any non-cash or extraordinary losses or
charges, minus (vi) any non-cash or extraordinary gains.”


 


2.             Amendment to
Section 9 of Loan Agreement.


 


a.             Section 9.2 of the
Loan 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.


 

















 


b.             Section 9.4 of the
Loan Agreement, Minimum EBITDA/Interest Incurred, is hereby deleted in
its entirety and the following substituted in lieu thereof:


 


“9.4  Minimum EBITDA/Interest Incurred. Borrower
shall maintain on a rolling four quarters basis (i) commencing as of September
30, 2008, a minimum ratio of EBITDA to Interest Incurred equal to or greater
than 1.00:1.00; (ii) commencing as of December 31, 2008, a minimum ratio of
EBITDA to Interest Incurred equal to or greater than 2.00:1.00; and (iii) commencing
as of June 30, 2009 and for each Fiscal Quarter thereafter, a minimum ratio of
EBITDA to Interest Incurred equal to or greater than 2.50:1.00.”


 


3.             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 Loan
Agreement or any of the other Loan Documents, nor constitute an amendment or
waiver of any provision of the Loan Agreement or any of the other Loan
Documents. Except for the amendments and waiver expressly set forth above, the
text of the Loan 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 Loan Agreement or a course of dealing with Agent or Lenders at variance with
the Loan Agreement such as to require further notice by Agent or Lenders to
require strict compliance with the terms of the Loan Agreement and the other
Loan Documents in the future.


 


4.             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:


 


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.


 


5.             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


 


2

















 


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.


 


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


 


7.             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.


 


8.             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.


 


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


 


10.           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.


 


[The remainder of
this page is intentionally left blank]


 


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]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
Agreement


 

















 


	
  

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNAL LANDMARK HOLDINGS
  INC., a

  Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  SIGNAL LANDMARK,

  a California corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  HEARTHSIDE HOLDINGS,
  INC., a Delaware

  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J.
  Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J.
  Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive
  Officer

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  HEARTHSIDE HOMES, INC.,
  a California

  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Pacini

  	
   

  
	
   

  	
  Name:

  	
  Raymond J. Pacini

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan 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

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
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

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
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

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan 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

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
Agreement


 

















 


	
  

  	
  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

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan 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

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
Agreement


 
















 


	
  

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION, a national

  banking association, as the Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew K. McKown

  	
   

  
	
   

  	
  Name:

  	
  Andrew K. McKown

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan 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]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
Agreement


 

















 


	
  

  	
  WACHOVIA BANK NATIONAL
  ASSOCIATION,

  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kurt Huisman

  	
   

  
	
   

  	
  Name:

  	
  Kurt Huisman

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
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]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  PREFERRED BANK, as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erika Chi

  	
   

  
	
   

  	
  Name:

  	
  Erika Chi

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  GUARANTY BANK, as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kent Newberry

  	
   

  
	
   

  	
  Name:

  	
  Kent Newberry

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  VAN KAMPEN SENIOR
  INCOME TRUST, as a

  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Van Kampen Asset
  Management

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip Yarrow

  	
   

  
	
   

  	
  Name:

  	
  Philip Yarrow

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First Amendment to Senior Secured Term Loan
Agreement


 

















 


	
  

  	
  VAN KAMPEN SENIOR LOAN
  FUND, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Van Kampen Asset
  Management

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip Yarrow

  	
   

  
	
   

  	
  Name:

  	
  Philip Yarrow

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  MORGAN STANLEY PRIME
  INCOME TRUST, as

  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert P. Drobny

  	
   

  
	
   

  	
  Name:

  	
  Robert P. Drobny

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  GRAND BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Jones

  	
   

  
	
   

  	
  Name:

  	
  Chris Jones

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  COMERICA BANK, as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Lopilato

  	
   

  
	
   

  	
  Name:

  	
  Anthony Lopilato

  	
   

  
	
   

  	
  Its:

  	
  Sr. Vice President –
  Western Market

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[SIGNATURES
CONTINUED ON FOLLOWING PAGE]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement


 

















 


	
  

  	
  FRANKLIN BANK, SSB, as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Conrad

  	
   

  
	
   

  	
  Name:

  	
  Susan Conrad

  	
   

  
	
   

  	
  Its:

  	
  Sr. Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]

  	
   

  



 


 


[END OF
SIGNATURES]


 


 


Signature page for First
Amendment to Senior Secured Term Loan Agreement