**Exhibit 10.13a**

 

**FIRST AMENDMENT TO SENIOR SECURED**

**REVOLVING CREDIT AGREEMENT**

 

This FirstAmendment to Senior Secured Revolving Credit Agreement (this ***“Amendment”***), made as of October 30,2007 among CALIFORNIA COASTAL COMMUNTIES, INC., a Delaware corporation (***“Borrower”***), the undersignedGuarantors, KEYBANK NATIONAL ASSOCIATION, a national banking association (***“KeyBank”***),the other financial institutions which are or may become lender partiesto the Credit Agreement (each individually a ***“Lender”***and collectively, the ***“Lenders”***),and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent forthe 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 RevolvingCredit Agreement dated as of September 15, 2006 (the ***“CreditAgreement”***); and

 

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

 

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

 

NOW,THEREFORE, in consideration of the premises set forth above, the terms andconditions contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties agreethat all capitalized terms used but not otherwise defined herein shall have themeanings ascribed thereto in the Credit Agreement, and further agree asfollows:

 

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

 

2.                                       Noother Amendments. The execution, delivery and effectiveness of thisAmendment shall not, except as expressly provided above, operate as anamendment or waiver of any right, power or remedy of Agent or Lenders under theCredit Agreement or any of the other Loan Documents, nor constitute anamendment or waiver of any provision of the Credit Agreement or any of theother Loan Documents. Except for the amendments and waiver expressly set forthabove, the text of the Credit Agreement and all other Loan Documents shallremain unchanged and in full force and effect and Borrower hereby ratifies andconfirms its obligations thereunder. This Amendment shall not constitute amodification of the Credit Agreement or a course of dealing with Agent orLenders at variance with the Credit Agreement such as to require further noticeby Agent or Lenders to require strict compliance with the terms of the CreditAgreement and the other Loan Documents in the future.

 

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

 

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a.                                       Counterpartsof this Amendment duly executed by Borrower, the Guarantors and the MajorityLenders; and

 

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

 

4.                                       Representationsand Warranties. Each of Borrower and the Guarantors represents and warrantsas follows:

 

a.                                       Theexecution, delivery and performance by Borrower and each such Guarantor of thisAmendment and the Loan Documents, as amended hereby, are within each such party’slegal powers, have been duly authorized by all necessary member action and donot contravene (i) Borrower’s or any such Guarantor’s organizational documents,respectively, or (ii) any law or contractual restriction binding on oraffecting such Person;

 

b.                                      Exceptfor approvals which have been obtained, no authorization, approval or otheraction by, and no notice to or filing with, any governmental authority orregulatory body, is required for the due execution, delivery and performance byBorrower or any Guarantor of this Amendment or any of the Loan Documents, asamended hereby, to which such Person is or will be a party;

 

c.                                       ThisAmendment and each of the other Loan Documents, as amended hereby, to whichBorrower and each Guarantor is a party, respectively, constitute legal, validand binding obligations of each such party, enforceable against such Person inaccordance with their respective terms, provided that enforcement may be limitedby bankruptcy, insolvency, liquidation, reorganization, reconstruction andother similar laws affecting enforcement of creditor’s rights generally; and

 

d.                                      NoDefault or Event of Default is existing.

 

5.                                       Referenceto and Effect on the Loan Documents. Upon the effectiveness of thisAmendment, on and after the date hereof each reference in the Credit Agreementto “this Agreement,” “hereunder,” “hereof” or words of like import referring tothe Credit Agreement, and each reference in the other Loan Documents to the “CreditAgreement,” “thereunder,” “thereof” or words of like import referring to theCredit Agreement, shall mean and be a reference to the Credit Agreement asamended hereby.

 

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

 

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7.                                       GoverningLaw. This Amendment shall be governed by and construed in accordance withthe laws of the State of California, without regard to the conflict of lawsprinciples thereof.

 

8.                                       LoanDocument. This Amendment shall be deemed to be a Loan Document for allpurposes.

 

9.                                       Counterparts.This Amendment may be executed by one or more of the parties hereto on anynumber of separate counterparts, each of which shall be deemed an original andall of which, taken together, shall be deemed to constitute one and the sameinstrument. Delivery of an executed counterpart of this Amendment by facsimiletransmission shall be as effective as delivery of a manually executedcounterpart hereof.

 

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IN WITNESS WHEREOF, theundersigned have duly executed this Amendment as a sealed instrument the datefirst 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 SecuredRevolving Credit Agreement

 

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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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| ** ** | HEARTHSIDE HOMES, INC.,  a California  corporation |
|------------|----------------------------------------------------|
| ** ** |                                               |
|       | By:                                                | /s/ Raymond J. Pacini |   |
|       | Name:                                              | Raymond J. Pacini |   |
|       | Its:                                               | Chief Executive Officer |   |

 

 

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| ** ** | 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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| ** ** | 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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| ** ** | 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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| ** ** | 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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| ** ** | 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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| ** ** | 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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| ** ** | **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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| ** ** | **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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| ** ** | 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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| ** ** | COMERICA BANK, as a  Lender |
|------------|-----------------------------|
| ** ** |                        |
|       | By:                         | /s/ Anthony Lopilato |   |
|       | Name:                       | Anthony Lopilato |   |
|       | Its:                        | Sr. Vice President –  Western Market |   |
|       |                        |   |   |
|       |                        | [SEAL] |   |   |
|            |                             |  |  |  |

 

 

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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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| ** ** | 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] |   |   |
|            |                                                                   |  |  |  |

 

 

[END OFSIGNATURES]

 

 

Signature page for FirstAmendment to Senior Secured Revolving Credit Agreement

 

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