**Exhibit10.51****LOAN MODIFICATION AGREEMENT**     THIS LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) ismade as of the                    dayof December, *2*006, by and among: (a) **HIGHLANDAVENUE PROPERTIES, LLC,** a Georgia limited liability company (the “Borrower”); (b) **COMSTOCKHOMEBUILDING 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 Agreementdated 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 OneThousand Two Hundred Thirty-Five and No/100 Dollars ($4,851,235.00), as evidenced by that certainPromissory Note dated May 2, 2005 made by Borrower payable to the order of Lender (as the same maybe 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 toSecure Debt and Security Agreement dated as of May 2, 2005, from Borrower for the benefit ofLender, and recorded among the land records of Fulton County, Georgia in the Superior Court ofFulton 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”), coveringcertain real property and improvements thereon located in Fulton County Georgia and moreparticularly 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 aGuaranty Agreement dated February 10, 2006 which guarantees the Loan together with certain otherLoans made by Lender (the “Other Guaranteed Loans”) (as thesame 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 ofOther Guaranteed Loans have been satisfied in full, the Guarantor has agreed to execute a newGuaranty Agreement simultaneously with the execution of this Agreement.     WHEREAS, the outstanding principal balance under the Loan as of the date hereof is FourMillion 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 (hereinafterdefined) are hereinafter collectively called the “Obligations ”; the Note, the Deed toSecure, the Loan Agreement, the Guaranty and all other documents previously, now or hereafterexecuted and delivered to evidence, secure, guarantee, or in connection with, the Obligations, asthe same may from time to time be renewed, extended, amended, supplemented or restated, arehereinafter collectively called the “Loan Documents” and all liens, security interests,assignments, superior titles, rights, remedies, powers, equities and priorities securing the Noteor providing recourse to Lender with respect thereto are hereinafter collectively called the“Liens”; andBank 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 LoanDocuments as set forth herein.     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 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 inconnection with that certain loan originally made by Lender to Comstock Beltemeade, L.C. inthe original principal amount of Forty-Six Million Seven Hundred Twenty-Five Thousand and No/100Dollars ($46,725,000.00) (as the same has been amended, renewed, supplemented or restatedfrom time to time, the “Bellemeade Loan”) (ii) Comstock Homes of Atlanta, LLC, Comstock Homesof Myrtle Beach, LLC (formerly known as Parker-Chandler Homes/South Carolina, LLC) andGuarantor shall execute that certain Loan Modification Agreement in connection with thatcertain loan originally made by Lender to Comstock Homes of Atlanta, LLC (formerly known as PCHDevelopment, LLC which is successor by merger to Parker Chandler Homes, Inc.) in the originalprincipal amount of Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) (asthe same has been amended, renewed, supplemented or restated from time to time, the “AtlantaHomes Loan”) and (iii) Guarantor shall execute that certain First Loan Modification Agreementin connection with that certain loan originally made by Lender to Guarantor in the originalprincipal 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 ComstockLoan”).     **4. ****Loan Agreement.** **a.** **Exhibit A; Section 3.** Section 3 of Exhibit A to the Loan Agreementshall be deleted in its entirety and replaced with the following:“All of the Obligations, including (without limitation) all outstanding principal, accruedand unpaid interest, outstanding late charges, unpaid fees, and all other amountsoutstanding under the Note and the other Loan Documents are due and payable in full on May1, 2007 (the “Maturity Date”). Notwithstanding the foregoing, Borrower may elect toextend 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 remainsuncured under (a) this Loan or (b) that certain loan originally made by Lender to ComstockBellemeade, L.C. in the original principal amount of Forty-Six Million Seven HundredTwenty-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) thatcertain Loan Modification Agreement in connection with that certain loan originally made byLender to Comstock Homes of Atlanta, LLC (formerly known as PCH Development, LLC which issuccessor by merger to Parker Chandler Homes, lnc,)Bank of America — Comstock Highland Modification
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(inthe original principal amount of Seven Million Five Hundred Thousand and No/100Dollars ($7,500,000.00) (as the same has been amended, renewed, supplemented orrestated from time to time, the “Atlanta Homes Loan”) or (d) that certain loanoriginally made by Lender to Comstock Homebuilding Companies, Inc. in the originalprincipal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) (as thesame may be amended, renewed, supplemented or restated from time to time, the“Fifteen Million Dollar Comstockloan”); and (ii) the Borrower pays anextension fee to Lender in an amount equal to one half of one percent (0.50%) ofthe sum of the then outstanding Loan amount for each year in which the Loanremains outstanding, which extension fee must be paid by Borrower to Lender inimmediately available funds; and (iii) Borrower pays to Lender, immediately upondemand, the cost of the appraisal ordered by Lender in connection withModification; and (iv) on or before January 1, 2007, Borrower provides Lender withwritten notice that Borrower elects to extend the Maturity Date for the ExtensionPeriod (such election in accordance with the terms hereof shall be referred to asthe “Extension Option”).”**b.Exhibit A; Section 8.** Section 8 of Exhibit A to the Loan Agreement shallbe deletedin its entirety.**c.Exhibit A; Section 9.** Section 9 of Exhibit A to the Loan Agreement shallbe deleted in its entirety and replaced with the following:“Each lot will be released upon payment of the greater of: (i) Two Hundred TwoThousand One Hundred Thirty Six and No/100 Dollars ($202,136.00 ) or (ii) ninetypercent (90%) of the “as complete” per lot value based on an appraisalsatisfactory to Lender in Lender’s sole discretion.” No lot shall be releasedprior to receipt of a copy of the final plat approved by the County and the Lenderand recorded.”**d.Exhibit A: Section 12.** The following language shali be added to Section12 of Exhibit A to the Loan Agreement:“Additionally, Borrower must submit to Lender (i) within ten (10) days from theend of each month,monthlyfinancial statements (all of which financialstatements must include a balance sheet, income statement, sources and uses offunds for such fiscal month, projected sources and uses of funds for the comingmonth, detailed listing and description of all contingent liabilities, taxreturns, written verification of liquidity and such other supporting schedules anddocumentation). All such financial statements shall be certified as true andcorrect by the Chief Financial Officer of Comstock Homebuilding Companies, Inc. ina form acceptable to the Lender in all respects; and (ii) within thirty (30) daysfrom the end of each month a certified rent roll for the Property.”     **5. Payments.** Payments of interest only shall continue to be due and payableon the first day of each month. From and after the date hereof, Borrower must make allpayments of anykind whatsoever, due by Borrower to Lender in connection with the Loan, via wiretransfer ofimmediately available funds, in accordance with the wiring instructions attachedhereto as Exhibit B.     **6. CompletionBudget and Schedule.** Lender will fund the remaining balance ofthe 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 Scheduleacceptable to Lender with each request for an advance in the same form and detailpreviously provided by Borrower in connection with the Loan together with invoicesto substantiate such draw request;  (iii) Before Lender advances funds pursuant to a draw request Lender must receivea report from the inspecting engineer, at Borrower’s expense, confirming that thework for which payment is being requested pursuant to such draw request has beensatisfactorily completed;  (iv) Upon satisfaction of the conditions set forth herein, Lender shall fund therequested advance by depositing such amount into the Borrower’s account maintainedwith Lender (i.e. account number 3268592963).After the remaining balance of the Loan is funded (i.e. $573,625.01), Lender shall have noobligation to fund any further amount to Borrower. In the event that the cost to complete theproject exceeds the remaining balance of the Loan (i.e. $573,625.01) Borrower must fund thedeficiency.     **7. ****Borrower’s Representations and Warranties.** The Borrower hereby reaffirms all ofrepresentations and warranties set forth in the Loan Documents, and further represents andwarrants that: (a) the Borrower is the sole legal and beneficial owner of the Property; (b)theexecution and delivery of this Agreement does not contravene, resulting in a breach of, orconstitutea default under, any deed of trust, loan agreement, indenture or other contract or agreementtowhich Borrower is a party or by which Borrower or any of its properties may be bound (norwouldsuch execution and delivery constitute such a default with the passage of time or the givingofnotice or both), and does not violate or contravene any law, order, decree, rule, regulationorrestriction to which Borrower or the Property is subject; (c) this Agreement constitutes thelegal,valid and binding obligations of Borrower enforceable in accordance with its terms; (d) theexecutionand delivery of, and performance under, this Agreement are within Borrower’s power andauthoritywithout the joinder or consent of any other party and have been duly authorized by allrequisiteaction, and are not in contravention of any law, or of any indenture, agreement or undertakingtowhich Borrower is party or by which it isbound; (e) triere exists no default under theNote or anyother Loan Document; (f) there are no offsets, claims or defenses with respect to theObligations;and (g) Borrower is duly organized and legally existing under the laws of the state of itsorganizationand is duly qualified to do business in the state of Georgia. The Borrower further representsandwarrants that, except as disclosed in public filings, there is no suit, judicial oradministrative 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 indirectlyfor theObligations, or (ii) which affects the Property or the Borrower’s title to the Property, or(iii) whichaffects the validity enforceability or priority of any of the Loan Documents. Borrower agreestoindemnify 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 orwarrantymade by Borrower herein which proves to be untrue or inaccurate in any respect, and any suchoccurrence shall constitute a default under the Loan Documents.     **8. ****Renewal: Lien Continuation; No Novation.** Borrower hereby renews theObligations and promises to pay and perform all Obligations as modified by this Agreement.TheLiens are hereby ratified and confirmed as valid, subsisting and continuing to secure theObligations, as modified hereby. Nothing herein shall in any manner diminish, impair, waive orextinguish the Note, the Obligations or the Liens, The execution and delivery of this Agreementshall 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 ofwhether a default shall have occurred, in connection with (a) this Agreement; (b) the restructuringof 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 thisAgreement) of any default letters or standstill letters or correspondence of any kind to Borrowerin connection with the Loan; (d) the evaluation, monitoring and protection of the Property pursuantto rights given in the Loan Documents or by law; and (e) the creation, perfection or realizationupon the Liens, and all costs and expenses relating to Lender’s exercise of any of its rights andremedies 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 transfertaxes, Uniform Commercial Code search fees, other fees and expenses incident to title searches,reports and security interests, escrow fees, attorneys1 fees, legal expenses, courtcosts, fees and expenses incurred in connection with any complete or partial liquidation of theProperty, and all fees and expenses for any professional service relating to the Property or anyoperations conducted in connection with it; provided, however, no right or option grantedby Borrower to Lender or otherwise arising pursuant to any provision of this or any other documentshall be deemed to impose a duty on Lender to supervise, monitor or protect any aspect of theProperty or any operations conducted in connection with it.     **10. ****Authorization.**At the time of execution of this Modification, Borrower shall, ifand tothe extent requested by Lender, deliver to Lender (a) the opinion of Borrower’s counsel datedthedate hereof, in form and substance satisfactory to Lender, that this Agreement has been dulyauthorized, executed and delivered by Borrower and the Guarantor and is binding on, andenforceable against, the Borrower and the Guarantor in accordance with its terms; and (b) suchother evidence of due authorization and execution by the Borrower and the Guarantor as theLender may require.     **11*****. *****FurtherAssurances.** The Borrower agrees to execute and deliver tothe Lender,promptly upon request from Lender, such additional documents as may be necessary or appropriate toconsummate the transactions contemplated herein or to perfect, or continue the perfection of, theLiens.     **12. ****No Defenses.** Borrower and Guarantor, as the case may be, each represent andwarrant 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 inconnectionwith the making, closing, administration, collection or enforcement by Lender of the LoanDocuments, this Agreement or any related agreements.     **13. ****Default Under Peed to Secure.** If Borrower shall fail to keep or perform any of thecovenants 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 materialrespect, Borrower shall be deemed to be in default under the Deed to Secure and Lender shallbeentitled at its option to exercise any and all of the rights and remedies granted pursuant tothe Deedto Secure, as amended hereby, or any other Loan Document or to which Lender may otherwise beentitled, whether at law or in equity.Bank of America — Comstock Highland Modification
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Lender shall be fully subrogated to all of the rights of the person or entity receivingsuch payment. Any amounts owing by Borrower to Lender pursuant to this provision or any otherprovision of this Agreement shall automatically and without notice constitute a portion of theObligations evidenced by the Note secured by the Deed to Secure and the other Loan Documents, andguaranteed by the Guarantors under the Guaranty. The amount and nature of any such expense andthe time when paid shall be fully established by the affidavit of Lender or any of Lender’sofficers or agents.     **16. ****Release of Lender.** Upon execution of this Agreement, Borrower and Guarantoreach hereby releases, remises and forever discharges Lender, its employees, officers,directors,consultants, advisors, participants, agents and affiliates(collectively, the “LenderParties”) from anyand all causes of actions, suits, debts, claims and demands whatsoever arising prior toexecution ofthis Agreement in law or in equity due to any action taken or omitted be taken by any of theLenderParties in connection with the Loan, the Atlanta Homes Loan, the Bellemeade Loan, theFifteenMillion Dollar Comstock Loan or any other potential transaction between Guarantor (or anyaffiliateof 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 earliermodification of it) and this Modification, this Modification shall control. Except as herebyexpresslymodified, all terms of the Note and all other Loan Documents (as any of them may have beenpreviously modified by any written agreement) remain in full force and effect. ThisAgreement (a)shall bind and benefit the parties hereto and their respective heirs, beneficiaries,administrators,executors, receivers, trustees, successors and assigns (provided, however, no party otherthan theLender shall assign its rights hereunder without the prior written consent of the Lender);(b) may bemodified or amended only by a writing signed by the Lender and the Borrower; (c) SHALL BEGOVERNED BY (INCLUDING BUT NOT LIMITED TO ITS VALIDITY, ENFORCEMENT ANDINTERPRETATION) THE LAWS OF THE STATE OF GEORGIA AND UNITED STATES FEDERALLAW; (d) may be executed in several counterparts, and by the parties hereto on separatecounterparts, and each counterpart, when executed and delivered, shall constitute anoriginalagreement enforceable against all who signed it without production of or accounting for anyothercounterpart, and all separate counterparts shall constitute the same agreement; and (e)embodiesthe entire agreement and understanding between the parties with respect to modifications ofdocuments provided for herein and supersedes all prior conflicting or inconsistent agreements,consents and understandings relating to such subject matter. “Borrower” shall include, in theirindividual capacities and jointly, all parties hereinabove named as the Borrower. The duties,covenants, conditions, obligations, and warranties of the Borrower in this Agreement shall bejoint and several obligations of the Borrower and, if more than one, of each party named a theBorrower 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 personor persons signing for it represent and warrant to the Lender that this Agreement is dulyexecuted, acknowledged and delivered by the Borrower’s duly authorized representatives. Wheneverused herein, the singular number shall include the plural and the plural the singular, and anygender 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 toany particular section, paragraph or provision. The headings in this Modification shall beaccorded no significance in interpreting it.Bank of America — Comstock Highland Modification
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     **18.Financing Statements.** Borrower authorizes the Lender, from time to timeand withoutexpense to the Lender, to file in such filing office or offices as the Lender may select, anyfinancingstatements 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 theBorrower 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 orpersons 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 beapplicable to all genders. The use of the words “herein”, “hereof, “hereunder” and other similarcompounds of the word “here” shall refer to this entire Modification and not to any particularsection, paragraph or provision. The headings in this Modification shall be accorded nosignificance in interpreting it.     **18. ****Financing Statements.** Borrower authorizes the Lender, from time to time andwithoutexpense to the Lender, to file in such filing office or offices as the Lender may select, anyfinancingstatements and extensions, renewals or amendments thereof, naming the Borrower as debtor andin such form as the Lender may require, in order to further evidence or perfect Lender’ssecurityinterests granted pursuant to the Loan Documents.     **19. ****Notices.** All notices, in connection with the Loan addressed to Lender, shallhereinafter be sent to Lender at the following address:**Lender:**Norman Trepner