**Exhibit10.55****FIRST LOAN MODIFICATION AGREEMENT**     THIS FIRST LOAN MODIFICATION AGREEMENT (this “Modification” or this “Agreement”)is made as of the                      day of December, 2006, by and among: (a) **COMSTOCKBELLEMEADE, L.C.,** a Virginia limited liability company (“Borrower”); (b) **COMSTOCK HOMEBUILDINGCOMPANIES, INC.,**a Delaware corporation (“Guarantor”);(c) **BANK OF AMERICA, N.A.,** a nationalbanking association, its successors and/or assigns (“Lender”) and (d) **LENKA E. LUNDSTEN,**aresident of Fairfax County, Virginia as Trustee (the “Trustee”).**RECITALS:**     WHEREAS, pursuant to the terms of that certain Loan Agreement dated as of September28, 2005, by and between Lender and Borrower (as the same may be amended, renewed, supplemented orrestated from time to time, the “Loan Agreement”), Lender made a loan (the “Loan”) to Borrower inthe original principal amount of Forty-Six Million Seven Hundred Twenty-Five Thousand and No/100Dollars ($46,725,000.00), as evidenced by that certain Deed of TrustNote dated September 28, 2005made by Borrower payable to the order of Lender in the original principal amount of Forty-SixMillion Seven Hundred Twenty-Five Thousand and No/100 Dollars ($46,725,000.00) (as the same may beamended, 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 CreditLine Deed of Trust and Security Agreement dated September 28, 2005, from Borrower for the benefitof Lender, and recorded among the land records of Loudoun County, Virginia on September 29, 2005as instrument #200509290111056 (as the same may be amended, renewed, supplemented or restated fromtime to time, the “ Deed of Trust”), covering certain real property and improvements thereonlocated in Loudoun County, Virginia and more particularly described therein and on ExhibitA attached hereto (collectively, the “Property”); and     WHEREAS,the Deed of Trust also secured a certain letter of credit facility (the “LOCFacility”)in the amount of One Million and No/100 Dollars($1,000,000.00), as evidenced by thatcertain Letter of Credit Note dated as of September 28, 2005 made by Borrower payable to the orderof Lender in the original principal amount of One Million and No/100 Dollars ($1,000,000.00) (the“LOC Note”), however the LOC Facility was cancelled and terminated prior to the date hereof; and     WHEREAS, Borrower’s obligations under the Note are guaranteed by Guarantor pursuant to aGuaranty Agreement dated September 28, 2005 (as the same may be amended, renewed, supplemented orrestated from time to time, the “Guaranty”); and     WHEREAS, the outstanding principal balance under the Loan as of the date hereof isThirty-Three Million One Hundred Twenty Three Thousand Three Hundred Twenty and 72/100 Dollars($33,123,320.72); and     WHEREAS, Borrower’s obligations under the Note and the other Loan Documents (hereinafterdefined) are hereinafter collectively called the “Obligations” the Note, the Deed of Trust, theLoan Agreement, the Guaranty and all other documents previously, now or hereafter executed anddelivered to evidence, secure, guarantee, or in connection with, the Obligations, as the same mayfrom time to time be renewed, extended, amended, supplemented or restated, are hereinaftercollectively called the “ Loan Documents  ”.and all liens, security interests, assignments,Bank ofAmerica — Comstock Bellemeade Modification
 

 
superior titles, rights, remedies, powers, equities and priorities securing the Note orproviding recourse to Lender with respect thereto are hereinaftercollectively called the “ Liens”;and     WHEREAS, at the request of the Borrower, the Lender has agreed to modify the Loan to (i)extend the Maturity Date of the Loan; (ii) modify the maximumprincipal amount of the Loan; (iii)modify certain payment terms of the Loan; and (iv) make certain other changes to the Loan Documentsas set forth herein; and     WHEREAS, Lender issued a notice of default to Borrower and Guarantor on October 18, 2006 (the“Notice”) with respect to the Loan which was disputed by Borrower and Guarantor. Upon execution anddelivery of this Modification by Borrower and Guarantor and provided that the conditions set forthin Section 3 of this Modification are satisfied, Lender hereby expressly agrees that the Notice iswithdrawn and of no further force and effect; and     NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged by allparties, 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, shallhave the same meaning ascribed to such terms as in the Loan Documents.     **3. ****Modificationto Atlanta Loan, Highlands Loan and Fifteen MillionDollar Comstock Loan.** Simultaneously with the execution of this Agreement, (i) ComstockHomes of Atlanta, LLC, Comstock Homes of Myrtle Beach, LLC (formerly known asParker-Chandler Homes/South Carolina, LLC) and Guarantor shall execute that certain LoanModification Agreement in connection with that certain loan originally made by Lender toComstock Homes of Atlanta, LLC (formerly known as PCH Development, LLC which is successor bymerger to Parker Chandler Homes, Inc.) in the original principal amount of Seven Million FiveHundred Thousand and No/100 Dollars ($7,500,000.00) (as the same hasbeen amended, renewed,supplemented or restated from time to time, the “Atlanta Homes Loan”) (ii) Highland AvenueProperties, LLC and Guarantor shall execute that certain Loan Modification Agreement inconnection with that certain loan originally made by Lender to Highland Avenue Properties,LLC in the original principal amount of Four Million Eight Hundred Fifty-One Thousand TwoHundred Thirty-Five and No/100 Dollars ($4,851,235.00) (as the same has been amended,renewed, supplemented or restated from time to time, the “Highlands Loan”) and (iii)Guarantor shall execute that certain Second Loan Modification Agreement in connection withthat certain loan originally made by Lender to Guarantor in the original principal amount ofFifteen 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. ****Maturity.** All of the Obligations, including (without limitation) all outstandingprincipal, accrued and unpaid interest, outstanding late charges, unpaid fees, and all otheramounts outstanding under the Note and the other Loan Documents, shall be due and payable infull on December 31, 2007 (the “Maturity Date”). Allreferences to the  Maturity Datecontained in the Loan Documents shall refer to the Maturity Date as defined in thisAgreement.     **5. ****Amount of Loan.** The Note and the Loan Documents are hereby amended to reducethe maximum aggregate principal amount which can be outstanding under the Loan toBank OfAmerica — Comstock Bellemeade Modification
Page 2

 
Thirty-Three Million One Hundred Twenty Three Thousand Three Hundred Twenty and 72/100 Dollars($33,123,320.72). There shall be no further advances of principal under the Loan. Any reference inany of the Loan Documents to the amount of the Loan or Note as $46,725,000.00 is hereby deleted inits entirety and the amount $33,123,320.72 is substituted in lieu thereof. From and after the datehereof, Borrower must make all payments of any kind whatsoever, due by Borrower to Lender inconnection with the Loan, via wire transfer of immediately available funds, in accordance with thewiring instructions attached hereto as Exhibit B.     **6. ****Condominium.** Lender hereby agrees that Borrower is permitted to terminatethe declaration of condominium in effect at the Property and lease any of the units at theProperty provided that Borrower complies with all applicable laws, rules and regulations withrespect thereto.     **7. ****Deed of Trust Note.**     **a.Section 1(a).** Section 1(a) of the Note is hereby deleted in its entiretyand replaced with the following:“Accrued and unpaid interest shall continue to be due and payable on the first day of eachmonth until December 31, 2007 (the “Maturity Date”), at which time the entireoutstanding principal balance hereof, all accrued and unpaid interest hereon and ail otheramounts payable hereunder, shall be due and payable in full without notice. Notwithstandingthe foregoing, Borrower may elect to extend the Maturity Date for one (1) period of twelve(12) months (the “Extension Period ”)provided that: (i) prior to the commencementof the Extension Period,` no Default has occurred and remains uncured under (a) this Loan or(b) that certain loan originally made by Beneficiary to Parker-Chandler Homes, Inc. in theoriginal 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 timeto time, the “ Atlanta Homes Loan”) or (c) that certain loan originally made byBeneficiary to Highland Avenue Properties, LLC in the original principal amount of FourMillion Eight Hundred Fifty One Thousand Two Hundred Thirty-Five and No/100 Dollars($4,851,235.00) (as the same has been amended, renewed, supplemented or restated from timeto time, the“Highlands Loan”) or (d) that certain loanoriginally made by Beneficiaryto Comstock Homebuilding Companies, Inc. in the original principalamount of Fifteen Millionand No/100 Dollars ($15,000,000.00) (the “Fifteen MillionDollar Comstock Loan”);and (ii) the Borrower has timely made all required principal payments pursuant to Section1(b) hereof; and (iii) the Borrower pays an extension fee to Lender in an amount equal toone-half of one percent (0.50%) of the then outstanding Loan amount, taking into accountany payments made in reduction of the then outstanding Loan amount, which extension feemust be paid by Borrower to Lender in immediately available funds on or before December 31, 2007; and (iv) the Borrower pays to Lender, in immediately available funds on or beforeDecember 31, 2007, an amount (the “Mandatory SeptemberAppraisal Payment”)sufficient to reduce the then outstanding principal balance of the Loan to eighty-percent(80%) of the value of the Property as determined pursuant to the September Appraisal (ashereinafter defined), and (v) on or before August 1, 2007, Borrower provides Lender withwritten notice that Borrower elects to extend the Maturity Date for the Extension Period(such election in accordance with the terms hereof shall be referredto as the “ExtensionOption”).     Upon the timely receipt by Lender of Borrower’s written election to exercise theExtension Option, Lender shall order an “as-is” appraisal of the Property on a per unitbasis in September of 2007, at the sole cost and expense of Borrower, which appraisal shallbe satisfactory to Lender in Lender’s sole discretion (the“September Appraisal”).Bank ofAmerica — Comstock Bellemeade Modification
Page 3

 
The Mandatory September Appraisal Payment shall be calculated, in Lender’s solediscretion, based upon: (i) the September Appraisal and (ii) the number of unitsencumbered by the Deed of Trust (as hereinafter defined) on December 30, 2007 and (iii)the principal amount of the Loan outstanding on December 30, 2007.”     **b. ****Section**  **1(b)****.** Section 1(b) of the Note is hereby deleted andreplaced with the following:“In addition to all payments due and payable pursuant to Section 1(a) of this Note,Borrower shall pay to Lender, in immediately available funds, payments to reduce theoutstanding principal balance of the Loan in accordance with the following schedulecontained in this Section 1(b):   **Due Date** **$Amount of Required Principal**