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 a
