exv10w51



 




Exhibit
10.51



LOAN MODIFICATION AGREEMENT




     THIS LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is
made as of the
                    day
of December, 2006, by and among: (a) HIGHLAND
AVENUE PROPERTIES, LLC, a Georgia limited liability company (the “Borrower”); (b) COMSTOCK
HOMEBUILDING COMPANIES, INC., a Delaware corporation (“Guarantor”) and (c) BANK OF AMERICA, N.A., 
a national banking association, its successors and/or assigns (“Lender”).



RECITALS:




     WHEREAS, pursuant to the terms of that certain Land Acquisition and Development Agreement
dated as of May 2, 2005, by and between Borrower and Lender (as the same may be amended, renewed,
supplemented or restated from time to time, the “Loan Agreement”), Lender made a loan (the “Loan”)
to Borrower in the original maximum principal amount of Four Million Eight Hundred Fifty One
Thousand Two Hundred Thirty-Five and No/100 Dollars ($4,851,235.00), as evidenced by that certain
Promissory Note dated May 2, 2005 made by Borrower payable to the order of Lender (as the same may
be amended, renewed, supplemented or restated from time to time, the “Note”); and



     WHEREAS, Borrower’s obligations under the Note are secured by, among other things, a Deed to
Secure Debt and Security Agreement dated as of May 2, 2005, from Borrower for the benefit of
Lender, and recorded among the land records of Fulton County, Georgia in the Superior Court of
Fulton County, Georgia on May 4, 2005 in Deed Book 39924 Page 32 (as the same may be amended,
renewed, supplemented or restated from time to time, the “Deed to Secure”), covering
certain real property and improvements thereon located in Fulton County Georgia and more
particularly described therein and on Exhibit A attached hereto (collectively, the
“Property”): and



     WHEREAS, Borrower’s obligations under the Note are guaranteed by Guarantor pursuant to a
Guaranty Agreement dated February 10, 2006 which guarantees the Loan together with certain other
Loans made by Lender (the “Other Guaranteed Loans”) (as the
same may be amended, renewed,
supplemented or restated from time to time, the “Guaranty”); and



     WHEREAS, in consideration of Lender entering into this Modification, and because some of
Other Guaranteed Loans have been satisfied in full, the Guarantor has agreed to execute a new
Guaranty Agreement simultaneously with the execution of this Agreement.



     WHEREAS, the outstanding principal balance under the Loan as of the date hereof is Four
Million Two Hundred Seventy Seven Thousand Six Hundred Nine and 99/100 Dollars ($4,277,609.99).



     WHEREAS,
Borrower’s obligations under the Note and the other Loan Documents (hereinafter
defined) are hereinafter collectively called the “Obligations ”; the Note, the Deed to
Secure, the Loan Agreement, the Guaranty and all other documents previously, now or hereafter
executed and delivered to evidence, secure, guarantee, or in connection with, the Obligations, as
the same may from time to time be renewed, extended, amended, supplemented or restated, are
hereinafter collectively called the “Loan Documents” and all liens, security interests,
assignments, superior titles, rights, remedies, powers, equities and priorities securing the Note
or providing recourse to Lender with respect thereto are hereinafter collectively called the
“Liens”; and



Bank of America — Comstock Highland Modification




 









 





     WHEREAS, at the request of the Borrower, the Lender has agreed to modify the Loan to
(i) modify certain payment terms of the Loan; and (ii) make certain other changes to the Loan
Documents as set forth herein.



     NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all
parties, the parties agree as follows;



     1. Recitals. The recitals set forth above are a material part of this Agreement.
Borrower acknowledges and affirms the accuracy of the recitals set forth above.



     2. Definitions. All capitalized terms herein, unless otherwise defined herein, shall
have the same meaning ascribed to such terms as in the Loan Documents.



     3. Modification
to Bellemeade Loan, the Atlanta Homes Loan and Fifteen Million
Dollar Comstock Loan. Simultaneously with the execution of this Agreement (i)
Comstock Bellemeade, L.C. and Guarantor shall execute that certain First Loan Modification Agreement in
connection with that certain loan originally made by Lender to Comstock Beltemeade, L.C. in
the original principal amount of Forty-Six Million Seven Hundred Twenty-Five Thousand and No/100
Dollars ($46,725,000.00) (as the same has been amended, renewed, supplemented or restated
from time to time, the “Bellemeade Loan”) (ii) Comstock Homes of Atlanta, LLC, Comstock Homes
of Myrtle Beach, LLC (formerly known as Parker-Chandler Homes/South Carolina, LLC) and
Guarantor shall execute that certain Loan Modification Agreement in connection with that
certain loan originally made by Lender to Comstock Homes of Atlanta, LLC (formerly known as PCH
Development, LLC which is successor by merger to Parker Chandler Homes, Inc.) in the original
principal amount of Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) (as
the same has been amended, renewed, supplemented or restated from time to time, the “Atlanta
Homes Loan”) and (iii) Guarantor shall execute that certain First Loan Modification Agreement
in connection with that certain loan originally made by Lender to Guarantor in the original
principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) (as the same may be amended,
renewed, supplemented or restated from time to time, the “Fifteen Million Dollar Comstock
Loan”).



     4. Loan Agreement.




	 	a.	 	Exhibit A; Section 3. Section 3 of Exhibit A to the Loan Agreement
shall be deleted in its entirety and replaced with the following:






“All of the Obligations, including (without limitation) all outstanding principal, accrued
and unpaid interest, outstanding late charges, unpaid fees, and all other amounts
outstanding under the Note and the other Loan Documents are due and payable in full on May
1, 2007 (the “Maturity Date”). Notwithstanding the foregoing, Borrower may elect to
extend the Maturity Date to May 1, 2008 (the “Extension Period”) provided that; (i)
prior to the commencement of the Extension Period, no Default has occurred and remains
uncured under (a) this Loan or (b) that certain loan originally made by Lender to Comstock
Bellemeade, L.C. in the original principal amount of Forty-Six Million Seven Hundred
Twenty-Five Thousand and No/100 Dollars ($46,725,000.00) (as the same has been amended,
renewed, supplemented or restated from time to time, the “Bellemeade Loan”) or (c) that
certain Loan Modification Agreement in connection with that certain loan originally made by
Lender to Comstock Homes of Atlanta, LLC (formerly known as PCH Development, LLC which is
successor by merger to Parker Chandler Homes, lnc,)



Bank of America — Comstock Highland Modification




Page 2









 






(in
the original principal amount of Seven Million Five Hundred Thousand and No/100
Dollars ($7,500,000.00) (as the same has been amended, renewed, supplemented or
restated from time to time, the “Atlanta Homes Loan”) or (d) that certain loan
originally made by Lender to Comstock Homebuilding Companies, Inc. in the original
principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) (as the
same may be amended, renewed, supplemented or restated from time to time, the
“Fifteen Million Dollar Comstock
loan”); and (ii) the Borrower pays an
extension fee to Lender in an amount equal to one half of one percent (0.50%) of
the sum of the then outstanding Loan amount for each year in which the Loan
remains outstanding, which extension fee must be paid by Borrower to Lender in
immediately available funds; and (iii) Borrower pays to Lender, immediately upon
demand, the cost of the appraisal ordered by Lender in connection with
Modification; and (iv) on or before January 1, 2007, Borrower provides Lender with
written notice that Borrower elects to extend the Maturity Date for the Extension
Period (such election in accordance with the terms hereof shall be referred to as
the “Extension Option”).”




b.
Exhibit A; Section 8. Section 8 of Exhibit A to the Loan Agreement shall
be deleted
in its entirety.




c.
Exhibit A; Section 9. Section 9 of Exhibit A to the Loan Agreement shall
be deleted in its entirety and replaced with the following:




“Each lot will be released upon payment of the greater of: (i) Two Hundred Two
Thousand One Hundred Thirty Six and No/100 Dollars ($202,136.00 ) or (ii) ninety
percent (90%) of the “as complete” per lot value based on an appraisal
satisfactory to Lender in Lender’s sole discretion.” No lot shall be released
prior to receipt of a copy of the final plat approved by the County and the Lender
and recorded.”




d.
Exhibit A: Section 12. The following language shali be added to Section
12 of Exhibit A to the Loan Agreement:




“Additionally, Borrower must submit to Lender (i) within ten (10) days from the
end of each month,
monthly
financial statements (all of which financial
statements must include a balance sheet, income statement, sources and uses of
funds for such fiscal month, projected sources and uses of funds for the coming
month, detailed listing and description of all contingent liabilities, tax
returns, written verification of liquidity and such other supporting schedules and
documentation). All such financial statements shall be certified as true and
correct by the Chief Financial Officer of Comstock Homebuilding Companies, Inc. in
a form acceptable to the Lender in all respects; and (ii) within thirty (30) days
from the end of each month a certified rent roll for the Property.”



     5. Payments. Payments of interest only shall continue to be due and payable
on the first day of each month. From and after the date hereof, Borrower must make all
payments of any
kind whatsoever, due by Borrower to Lender in connection with the Loan, via wire
transfer of
immediately available funds, in accordance with the wiring instructions attached
hereto as Exhibit B.



     6. Completion
Budget and Schedule. Lender will fund the remaining balance of
the Loan (i.e. $573,625.01) subject to the following conditions:




	 	(i)	 	No advances shall be made if any default under the Loan exists;





Bank of America — Comstock Highland Modification









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	 	(ii)	 	Borrower must deliver to Lender a Development Loan Draw Schedule
acceptable to Lender with each request for an advance in the same form and detail
previously provided by Borrower in connection with the Loan together with invoices
to substantiate such draw request;
	 
	 	(iii)	 	Before Lender advances funds pursuant to a draw request Lender must receive
a report from the inspecting engineer, at Borrower’s expense, confirming that the
work for which payment is being requested pursuant to such draw request has been
satisfactorily completed;
	 
	 	(iv)	 	Upon satisfaction of the conditions set forth herein, Lender shall fund the
requested advance by depositing such amount into the Borrower’s account maintained
with Lender (i.e. account number 3268592963).




After the remaining balance of the Loan is funded (i.e. $573,625.01), Lender shall have no
obligation to fund any further amount to Borrower. In the event that the cost to complete the
project exceeds the remaining balance of the Loan (i.e. $573,625.01) Borrower must fund the
deficiency.




     7. Borrower’s Representations and Warranties. The Borrower hereby reaffirms all of
representations and warranties set forth in the Loan Documents, and further represents and
warrants that: (a) the Borrower is the sole legal and beneficial owner of the Property; (b)
the
execution and delivery of this Agreement does not contravene, resulting in a breach of, or
constitute
a default under, any deed of trust, loan agreement, indenture or other contract or agreement
to
which Borrower is a party or by which Borrower or any of its properties 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 does not violate or contravene any law, order, decree, rule, regulation
or
restriction to which Borrower or the Property is subject; (c) this Agreement constitutes the
legal,
valid and binding obligations of Borrower enforceable in accordance with its terms; (d) the
execution
and delivery of, and performance under, this Agreement are within Borrower’s power and
authority
without the joinder or consent of any other party and have been duly authorized by all
requisite
action, and are not in contravention of any law, or of any indenture, agreement or undertaking
to
which Borrower is party or by which it is
bound; (e) triere exists no default under the
Note or any
other Loan Document; (f) there are no offsets, claims or defenses with respect to the
Obligations;
and (g) Borrower is duly organized and legally existing under the laws of the state of its
organization
and is duly qualified to do business in the state of Georgia. The Borrower further represents
and
warrants that, except as disclosed in public filings, there is no suit, judicial or
administrative action,
claim, investigation, inquiry, proceeding or demand pending (or, to Borrower’s knowledge,
threatened) against (i) Borrower, or against any other person liable directly or indirectly
for the
Obligations, or (ii) which affects the Property or the Borrower’s title to the Property, or
(iii) which
affects the validity enforceability or priority of any of the Loan Documents. Borrower agrees
to
indemnify and hold the Lender harmless against any loss, claim damage, liability or expense
(including, without limitation, attorneys’ fees) incurred as a result of any representation or
warranty
made by Borrower herein which proves to be untrue or inaccurate in any respect, and any such
occurrence shall constitute a default under the Loan Documents.



     8. Renewal: Lien Continuation; No Novation. Borrower hereby renews the
Obligations and promises to pay and perform all Obligations as modified by this Agreement.
The
Liens are hereby ratified and confirmed as valid, subsisting and continuing to secure the
Obligations, as modified hereby. Nothing herein shall in any manner diminish, impair, waive or
extinguish the Note, the Obligations or the Liens, The execution and delivery of this Agreement
shall not constitute a novation of the debt evidenced and secured by the Loan Documents.



Bank of America — Comstock Highland Modification





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     9.
Expenses. Borrower shall pay all costs and expenses and reimburse Lender for any and all expenditures of every character incurred or expended from time to time, regardless of
whether a default shall have occurred, in connection with (a) this Agreement; (b) the restructuring
of the Loan which has occurred previous to and simultaneously with the execution of this Agreement;
(c) the issuance by Lender at any time (including any time prior to the execution of this
Agreement) of any default letters or standstill letters or correspondence of any kind to Borrower
in connection with the Loan; (d) the evaluation, monitoring and protection of the Property pursuant
to rights given in the Loan Documents or by law; and (e) the creation, perfection or realization
upon the Liens, and all costs and expenses relating to Lender’s exercise of any of its rights and
remedies under any of the Loan Documents or at law, including, without limitation, all filing fees,
taxes, brokerage fees and commissions, title review and abstract fees, recordation and transfer
taxes, Uniform Commercial Code search fees, other fees and expenses incident to title searches,
reports and security interests, escrow fees, attorneys1 fees, legal expenses, court
costs, fees and expenses incurred in connection with any complete or partial liquidation of the
Property, and all fees and expenses for any professional service relating to the Property or any
operations conducted in connection with it; provided, however, no right or option granted
by Borrower to Lender or otherwise arising pursuant to any provision of this or any other document
shall be deemed to impose a duty on Lender to supervise, monitor or protect any aspect of the
Property or any operations conducted in connection with it.



     10. Authorization.
At the time of execution of this Modification, Borrower shall, if
and to
the extent requested by Lender, deliver to Lender (a) the opinion of Borrower’s counsel dated
the
date hereof, in form and substance satisfactory to Lender, that this Agreement has been duly
authorized, executed and delivered by Borrower and the Guarantor and is binding on, and
enforceable against, the Borrower and the Guarantor in accordance with its terms; and (b) such
other evidence of due authorization and execution by the Borrower and the Guarantor as the
Lender may require.



     11. Further
Assurances.  The Borrower agrees to execute and deliver to
the Lender,
promptly upon request from Lender, such additional documents as may be necessary or appropriate to
consummate the transactions contemplated herein or to perfect, or continue the perfection of, the
Liens.



     12. No Defenses. Borrower and Guarantor, as the case may be, each represent and
warrant that they (individually and collectively) have no claims, actions, causes of action,
defenses,
counterclaims or setoffs of any kind or nature which they can assert against Lender in
connection
with the making, closing, administration, collection or enforcement by Lender of the Loan
Documents, this Agreement or any related agreements.



     13. Default Under Peed to Secure. If Borrower shall fail to keep or perform any of the
covenants or agreements contained herein or in any of the Loan Documents, or if any statement,
representation or warranty contained herein is false, misleading or erroneous in any material
respect, Borrower shall be deemed to be in default under the Deed to Secure and Lender shall
be
entitled at its option to exercise any and all of the rights and remedies granted pursuant to
the Deed
to Secure, as amended hereby, or any other Loan Document or to which Lender may otherwise be
entitled, whether at law or in equity.



Bank of America — Comstock Highland Modification





Page 5










 




Lender shall be fully subrogated to all of the rights of the person or entity receiving
such payment. Any amounts owing by Borrower to Lender pursuant to this provision or any other
provision of this Agreement shall automatically and without notice constitute a portion of the
Obligations evidenced by the Note secured by the Deed to Secure and the other Loan Documents, and
guaranteed by the Guarantors under the Guaranty. The amount and nature of any such expense and
the time when paid shall be fully established by the affidavit of Lender or any of Lender’s
officers or agents.




     16. Release of Lender. Upon execution of this Agreement, Borrower and Guarantor
each hereby releases, remises and forever discharges Lender, its employees, officers,
directors,
consultants, advisors, participants, agents and affiliates
(collectively, the “Lender
Parties”) from any
and all causes of actions, suits, debts, claims and demands whatsoever arising prior to
execution of
this Agreement in law or in equity due to any action taken or omitted be taken by any of the
Lender
Parties in connection with the Loan, the Atlanta Homes Loan, the Bellemeade Loan, the
Fifteen
Million Dollar Comstock Loan or any other potential transaction between Guarantor (or any
affiliate
of Guarantor) and Lender that may have been discussed with Lender but not consummated.



     17. Miscellaneous.
To the extent of any conflict between the Note (or any earlier
modification of it) and this Modification, this Modification shall control. Except as hereby
expressly
modified, all terms of the Note and all other Loan Documents (as any of them may have been
previously modified by any written agreement) remain in full force and effect. This
Agreement (a)
shall bind and benefit the parties hereto and their respective heirs, beneficiaries,
administrators,
executors, receivers, trustees, successors and assigns (provided, however, no party other
than the
Lender shall assign its rights hereunder without the prior written consent of the Lender);
(b) may be
modified or amended only by a writing signed by the Lender and the Borrower; (c) SHALL BE
GOVERNED BY (INCLUDING BUT NOT LIMITED TO ITS VALIDITY, ENFORCEMENT AND
INTERPRETATION) THE LAWS OF THE STATE OF GEORGIA AND UNITED STATES FEDERAL
LAW; (d) may be executed in several counterparts, and by the parties hereto on separate
counterparts, and each counterpart, when executed and delivered, shall constitute an
original
agreement enforceable against all who signed it without production of or accounting for any
other
counterpart, and all separate counterparts shall constitute the same agreement; and (e)
embodies
the entire agreement and understanding between the parties with respect to modifications of
documents provided for herein and supersedes all prior conflicting or inconsistent agreements,
consents and understandings relating to such subject matter. “Borrower” shall include, in their
individual capacities and jointly, all parties hereinabove named as the Borrower. The duties,
covenants, conditions, obligations, and warranties of the Borrower in this Agreement shall be
joint and several obligations of the Borrower and, if more than one, of each party named a the
Borrower hereinabove, and each such party’s heirs, legal representatives, successors and assigns.
If any Borrower is a corporation, partnership or other legal entity, the Borrower and the person
or persons signing for it represent and warrant to the Lender that this Agreement is duly
executed, acknowledged and delivered by the Borrower’s duly authorized representatives. Whenever
used herein, the singular number shall include the plural and the plural the singular, and any
gender shall be applicable to all genders. The use of the words “herein”, “hereof, “hereunder”
and other similar compounds of the word “here” shall refer to this entire Modification and not to
any particular section, paragraph or provision. The headings in this Modification shall be
accorded no significance in interpreting it.



Bank of America — Comstock Highland Modification




Page 6









 




     18.
Financing Statements. Borrower authorizes the Lender, from time to time
and without
expense to the Lender, to file in such filing office or offices as the Lender may select, any
financing
statements and extensions, renewals or amendments thereof, naming the Borrower as debtor and
 several obligations of the Borrower and, if more than one, of each party named a the
Borrower hereinabove, and each such party’s heirs, legal representatives, successors and assigns.
If any Borrower is a corporation, partnership or other legal entity, the Borrower and the person or
persons signing for it represent and warrant to the Lender that this Agreement is duly executed,
acknowledged and delivered by the Borrower’s duly authorized representatives. Whenever used herein,
the singular number shall include the plural and the plural the singular, and any gender shall be
applicable to all genders. The use of the words “herein”, “hereof, “hereunder” and other similar
compounds of the word “here” shall refer to this entire Modification and not to any particular
section, paragraph or provision. The headings in this Modification shall be accorded no
significance in interpreting it.




     18. Financing Statements. Borrower authorizes the Lender, from time to time and
without
expense to the Lender, to file in such filing office or offices as the Lender may select, any
financing
statements and extensions, renewals or amendments thereof, naming the Borrower as debtor and
in such form as the Lender may require, in order to further evidence or perfect Lender’s
security
interests granted pursuant to the Loan Documents.



     19. Notices. All notices, in connection with the Loan addressed to Lender, shall
hereinafter be sent to Lender at the following address:



Lender:




Norman Trepner

Bank of America, N.A.

187 Danbury Road 
Wilton,
CT 06897 
Fax (203) 423-4003




with a copy to:




Bank of America, N.A.

Attn: Loan Administration; Ladreda Spencer

101 E. Kennedy Boulevard (7th Floor)

Tampa, FL 33602

Fax (813) 225-8322




with a copy to:




Bank of America, N.A.

Attn: Loan Administration, Kathie Hatton

101 E. Kennedy Boulevard (7th Floor)

Tampa, FL 33602

Fax (813) 225-8322




with a copy to:




Friedlander,
Misler, Sloan, Kletzkin & Ochsman, PLLC

Attn: David M. Astrove

1101 17th Street, NW, Suite 700

Washington, DC 20036




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[remainder
of page intentionally left blank]




[signatures to follow]




Bank of America — Comstock Highland Modification




Page 8









 






     EXECUTED ON THE DATE OR DATES OF THE ACKNOWLEDGMENTS HEREOF, BUT EFFECTIVE AS OF THE
DATE FIRST STATED IN THIS AGREEMENT.



	 	 	 	 	 	 	 
	WITNESS:	 	BORROWER:
	 
	 	 	 	 	 	 
	 	 	HIGHLAND AVENUE PROPERTIES, LLC, a

Georgia limited liability company
	 
	 	 	 	 	 	 
	/s/ Joey Manahan
 

Print Name: Joey Manahan

	 	
By: Comstock Homebuilding Companies, Inc, a

Delaware corporation, Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Christopher Clemente	 	 
	 

	 	 	 	 	 	 
	[SEAL]

	 	 	 	Print Name: Christopher Clemente	 	 
	 

	 	 	 	Print Title: CEO	 	 
	 
	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
Bruce Labovitz
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Print Name: Bruce Labovitz
	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COMMONWEALTH OF VIRGINIA )
	 	 	 	 	 	 
	)ss:
	 	 	 	 	 	 
	COUNTY
OF Fairfax                          )
	 	 	 	 	 	 





I,
Kelly L. Wyche, a Notary Public in and for the aforesaid said
jurisdiction, do hereby certify that Christopher Clemente, who is personally
well known to me as (or satisfactorily proven to me to be) the person who signed the foregoing
instrument executed this 28 day of December, 2006, personally
appeared before me in said jurisdiction and acknowledged that he is the CEO of
COMSTOCK HOMEBUILDING COMPANIES, INC. which is the Manager of HIGHLAND AVENUE PROPERTIES, LLC, a Georgia
limited liability company which is a party to the foregoing instrument; that he has been duly
authorized to execute and deliver the foregoing instrument for the purposes therein contained
and that the same is his act and deed and the act and deed of HIGHLAND AVENUE PROPERTIES, LLC, a
Georgia limited liability company.




     IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this 28 day of
December, 2006.



	 	 	 
	 

	 	/s/ Kelly L. Wyche
	 

	 	 
	 

	 	Notary Public
	 
	 	 
	(SEAL)
	 	 
	 
	 	 
	 

	 	My Commission expires: 11-30-08
	 
	 	 
	 

	 	 





[signatures continue on the next page]




Bank of
America — Comstock Highland Modification





Page 9










 





	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:

	 	 	 	 	 	  LENDER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	  BANK OF AMERICA, N.A.	 	 
	 

Print Name:

	 	 	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	By:	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

Print Name:

	 	 	 	 	 	 	 	 

Print Name:
	 	 
	[SEAL]

	 	 	 	 	 	 	 	Print Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	COMMONWEALTH OF FLORIDA

	) 	 		 	 	 	 	 	 	 
	 

	) ss: 	 
	 	 	 	 	 	 
	COUNTY OF HILLSBOROUGH

	) 	 		 	 	 	 	 	 	 






     I,
                                                                
             , a Notary Public in and for the aforesaid said
jurisdiction, do hereby certify that                                                             , who is personally well known to me as
(or satisfactorily proven to me to be) the person who signed the foregoing instrument executed
this
                                        
 day of                                        
                    , 2006, personally appeared before me in said jurisdiction and
acknowledged that he is the
                                                            
of BANK OF AMERICA, N.A., a national
banking association; that he has been duly authorized to execute and deliver the foregoing
instrument for the purposes therein contained and that the same is his act and deed and the
act and deed of BANK OF AMERICA, N.A.



     IN
WITNESS WHEREOF, I have set my hand and Notarial Seal, this                        day of
                                        
, 2006.



	 	 	 	 	 
	 
	 	 	 	 
	(SEAL)

	 	 

Notary Public
	 	 
	 
	 	 	 	 
	 

	 	My Commission expires:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






[signatures continue on the next page]




Bank of America—Comstock Highland Modification




 









 





	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:

	 	 	 	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	COMSTOCK
HOMEBUILDING COMPANIES,	 	 
	/s/ Joey Manahan	 	 	 	 	 	INC., a Delaware-corporation	 	 
	 

Print Name: Joey Manahan

	 	 	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:

	 	 	 	 	 	By:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Bruce Labovitz
 

Print Name: Bruce Labovitz

[SEAL]

	 	 	 	 	 	 	 	/s/ Christopher Clemente
 

Print Name: Christopher Clemente

Print Title: CEO
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	COMMONWEALTH OF VIRGINIA

	) 	 		 	 	 	 	 	 	 
	 

	)ss: 	
	 	 	 	 	 	 
	COUNTY OF Fairfax

	) 	 		 	 	 	 	 	 	 






     I,
Kelly L. Wyche, a Notary Public in and for the aforesaid said
jurisdiction, do hereby certify that Christopher Clemente, who is personally well known to
me as (or satisfactorily proven to me to be) the person who signed the foregoing instrument
executed this 28 day of December, 2006, personally appeared before me
in said jurisdiction and acknowledged that he is the CEO of COMSTOCK
HOMEBUILDING COMPANIES, INC., a Delaware corporation which is a party to the
foregoing instrument; that he has been duly authorized to execute and deliver the foregoing
instrument for the purposes therein contained and that the same is his act and deed and the
act and deed of COMSTOCK HOMEBUILDING COMPANIES, INC., a Delaware corporation.




     IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this 28 day of
December, 2006.



	 	 	 	 	 
	 

	 	/s/ Kelly L.Wyche
 

Notary Public
	 	 
	 
	 	 	 	 
	(SEAL)
	 	 	 	 
	 

	 	My Commission expires: 11-30-08	 	 
	 
	 	 	 	 
	 

	 	 	 	 






Bank of America — Comstock Highland Modification