FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT

Exhibit 10.4(a)

FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT

This First Amendment to Letter of Credit Agreement (this “Amendment”) made effective as of November 21, 2011, the (the “Effective Date”), is between BANK OF AMERICA, N.A., a national banking association (“Bank”) and WCI Communities, LLC, a Delaware limited liability company (“WCI”).

Factual Background

Bank and WCI entered into a certain Letter of Credit Agreement dated as of January 19, 2010 (the “Agreement”) evidencing and securing a letter of credit facility (the “Facility”).  Bank owns a security interest in a certain “Deposit Account” as described and defined in Paragraph 5 of the Letter of Credit Agreement and in the Amended and Restated Assignment of Deposit Account for Cash Secured Letters of Credit dated as of January 19, 2010 (as amended, the “Security Agreement”) (collectively, the “Facility Documents”).  Bank and WCI wish to extend the Expiration Date of the Facility from June 30, 2012 to November 30, 2012, to amend the Commitment, and to make other amendments, on the terms and subject to the conditions of this Amendment.

Amendment

1. Terminology.  Capitalized terms used in this Amendment shall have the same meanings as in the Agreement and the Security Agreement unless a different meaning is required by the context hereof.

2. Amendments

2.1 The Expiration Date of the Facility is hereby extended from June 30, 2012 to November 30, 2012.  Paragraph 2 of the Agreement is hereby amended and restated as follows:

Availability Period.  The “Availability Period” of the Commitment commences on the date of this Agreement and expires on November 30, 2012 (the “Expiration Date”); provided that the security interest granted hereunder shall continue until terminated by Bank pursuant to Section 14.  The Expiration Date of November 30, 2012 is the last day when New L/Cs (as defined below) may be issued hereunder.  No New L/C may expire more than 12 months after it is issued, except for Auto-Extension Letters of Credit as defined and permitted under Paragraph 3(b) below.

2.2 Paragraph 1(a) of the Agreement is amended and restated as follows:

During the Availability Period described below, Bank will provide Letters of Credit (defined below) for WCI’s account for WCI or an affiliate of WCI as account parties.  The amount available for the Letters of Credit shall not exceed $13,013,074.48 (as such amount may be reduced from time to time pursuant to Section 7 hereof, the “Commitment”).

2.3 The last two sentences of Paragraph 1(b) of the Agreement are amended and restated as follows:

Subject to the terms and conditions herein, from time to time during the Availability Period, Bank will, at WCI’s request, increase, renew or extend Existing Letters of Credit and issue, increase, renew or extend new Letters of Credit (“New L/Cs”) for WCI’s account for WCI or its affiliates as account parties, provided, however, that at no time shall (a) the Outstanding Amount (defined below) of all Letters of Credit exceed the Commitment, or (b) the sum of (i) the Outstanding Amount of all New L/Cs plus (ii) the aggregate amount by which the Outstanding Amount at such time with respect to each Existing Letter of Credit that has been increased exceeds the Outstanding Amount of such Existing Letter of Credit as of the date hereof, exceed $5,000,000.  For purposes hereof, the term “Outstanding Amount” of any Letter of Credit, as of any date, means the drawable amount of such Letter of Credit, comprised of the sum of (x) the maximum amount available to be drawn under such Letter of Credit after giving effect to any automatic increases from time to time in the stated amount of such Letter of Credit in accordance with its terms, whether or not any such increase is then in effect and (y) all amounts drawn thereunder that have not been reimbursed.

2.4 The first two sentences of Paragraph 1(e) are amended and restated as follows:

(e) On each Fee Payment Date (as defined below), so long as any undrawn amount of the Letters of Credit remain available, WCI agrees to pay to Bank a letter of credit fee (the “Letter of Credit Fee”).  The Letter of Credit Fee shall be the rate per annum equal to 1.25%.

2.5 Paragraph 4 of the Letter of Credit Agreement is hereby amended and restated as follows:

Minimum Required Collateral Value.  WCI agrees that is shall at all times maintain cash collateral (the “Collateral”) with Bank having an aggregate value equal to 101% of the Outstanding Amount of all Letters of Credit (the “Minimum Required Collateral Value”).  Prior to the issuance of any new Letters of Credit or the increase in any Letter of Credit, WCI shall deliver to Bank additional Collateral such that the aggregate value of all Collateral will equal the Minimum Required Collateral Value after giving effect thereto.  If at any time and from time to time Bank determines, in its sole discretion, that the value of the Collateral is less than the Minimum Required Collateral Value, then WCI shall, upon demand, immediately deliver additional Collateral such that the aggregate value of the Collateral shall equal the Minimum Required Collateral Value.

3. Conditions of Effectiveness.  Notwithstanding its execution by all parties, this Amendment shall not become effective as a binding agreement unless and until the following conditions have been satisfied:

3.1 Execution.  Bank shall have received a fully executed copy of this Amendment.

3.2 No Defaults.  WCI shall be in full compliance with all of its covenants and agreements under the Facility Documents and there shall be no Event of Default under the Facility Documents or event which, following notice and/or the expiration of any applicable cure period without a cure, would constitute the Event of Default.

4. WCI’s Representations and Warranties.  WCI hereby acknowledges, represents, warrants, and agrees as follows:

4.1 The Factual Background set forth above is true and accurate.

4.2 All documents and other information requested by Bank from WCI as a condition to entering into this Amendment are true, complete, and accurate in all respects.

4.3 WCI has no claims, defenses, counterclaims, or rights of offset against Bank or its agents arising out of or in any way connected with the Facility or any Letters of Credit outstanding thereunder.

4.4 The execution and delivery of this Amendment do not contravene, result in a breach of, or constitute a default under, any credit agreement, indenture or other contract or agreement to which WCI is a party or by which WCI or any of its property may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule, regulation or restriction to which WCI is subject.

5. Effect on Facility Documents.  This Amendment shall be sufficient to serve as an amendment to all of the Facility Documents, as appropriate.  This Amendment supersedes and shall control over any inconsistent provisions of the Facility Documents, or any previous extensions or other amendments of the Facility Documents.  Except as amended in this Amendment, the Facility Documents shall remain in full force and effect as written, and the provisions of the Facility Documents shall remain unaffected, unchanged, and unimpaired.

6. Authorization/Binding Effect.  The person signing this Amendment on behalf of WCI warrants and represents that this Amendment was duly authorized by all individuals or entities whose authorization was required for this Amendment to be effective.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted heirs, personal representatives, successors and assigns.

7. Applicable Law.  This Amendment is to be construed in all respects and enforced according to the laws of the State of New York and applicable federal law.

8. Counterparts.  The parties may execute this Amendment in any number of counterparts, each of which shall be deemed an original instrument but all of which together shall constitute one and the same instrument.

[Signatures on following page]

This Amendment is executed as of the date stated at the top of the first page.

BANK OF AMERICA, N.A.			WCI COMMUNITIES, LLC
a national banking association			a Delaware corporation
By:	/s/ Xxxx Xxxxxxx		By:	/s/ Xxxxxx Xxxxx
Name:	Xxxx Xxxxxxx		Name:	Xxxxxx Xxxxx
Title:	Senior Vice President		Title:	Vice President & Treasurer