**Exhibit10.53****LOAN MODIFICATION AGREEMENT**     THIS LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is madeas ofthe                      day of December, 2006, by and among: (a) **COMSTOCK HOMES OFATLANTA, LLC, a**Georgia limited liability company (“Comstock Atlanta”) (formerly known as PCHDevelopment, LLC, a Georgia limited liability company (“PC Development”) which is successor bymerger to Parker Chandler Homes, Inc., a Georgia corporation (“PC, Inc.”)) (b) **COMSTOCK HOMES OFMYRTLE BEACH, LLC,**a South Carolina limited liability company (“Comstock Myrtle”) (formerly knownas **PARKER-CHANDLER HOMES/SOUTH CAROLINA, LLC**, a South Carolina limited liability company (“PCSouth”)) (Comstock Atlanta, PC, Inc., PC Development, Comstock Myrtle and PC South are hereinaftercollectively referred to as “Borrower”); (c) **COMSTOCK HOMEBUILDING COMPANIES, INC.,**a Delawarecorporation (“Guarantor”) and (d) **BANK OF AMERICA, N.A.,**a national banking association, itssuccessors and/or assigns (“Lender”).**RECITALS:**     WHEREAS, pursuant to the terms of that certain Revolving Master Loan Agreement datedas of January 16, 2004, by and between Lender and PC, Inc. (as the same may be amended, renewed,supplemented or restated from time to time, the “Loan Agreement”), Lender made a loan (the “Loan”)to PC, Inc. in the original maximum principal amount of Seven Million Five Hundred Thousand andNo/100 Dollars ($7,500,000.00), as evidenced by that certain Real Estate Note dated January 16,2004 made by PC, inc. payable to the order of Lender (as the same may be amended, renewed,supplemented or restated from time to time, the “Note”); and     WHEREAS, pursuant to the terms of the Loan Agreement, the Loan is comprised of (i) arevolving construction loan in the maximum principal amount of Five Million Five Hundred andNo/100 Dollars ($5,500,000.00) (the “Revolving Facility”) and (ii) a lot acquisition loan in themaximum principal amount of Two Million and No/100 Dollars ($2,000,000.00) (the “AcquisitionFacility”).     WHEREAS, pursuant to the terms of a certain modification to the Loan dated February 16, 2005,the principal amount of the Loan was increased to a maximum principal amount of Ten Million andNo/100 Dollars ($10,000,000.00) whereby the Revolving Facility was increased to a maximumprincipal amount of Eight Million and No/100 Dollars ($8,000,000.00) and the maximum principalamount of the Acquisition Facility remained Two Million and No/100 Dollars ($2,000,000.00).     WHEREAS, pursuant to the terms of a certain Amendment to Promissory Note and Other LoanDocuments dated July 1, 2005, by and between PC, Inc., PC South and Lender, PC South was added asa Borrower under the Loan.     WHEREAS, Borrower’s obligations under the Note are secured by, among other things, a Deed toSecure Debt and Security Agreement dated as of January 16, 2004, from Borrower for the benefit ofLender, and originally recorded among the land records of Jackson County, Georgia in the SuperiorCourt of Jackson County, Georgia on February 4, 2004 in DeedBook 331 Page 369 (as the same may beamended, renewed, supplemented or restated from time to time and as the same, as amended, has beensubsequently recorded in the land records of Jackson County, the “Deed to Secure”), coveringcertain real property and improvements thereon located in Jackson County Georgia and PauldingCounty, Georgia and more particularly described therein and on Exhibit A attached hereto(collectively, the “Property”): andBank of America — Comstock Atlanta Homes Modification

 
     WHEREAS, Borrower’s obligations under the Note are guaranteed by Guarantorpursuant to a Guaranty Agreement dated February 10, 2006 which guarantees the Loantogether with certain other Loans 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 becausesome of Other Guaranteed Loans have been satisfied in full, the Guarantor has agreed toexecute a new Guaranty Agreement simultaneously with the execution of this Agreement.     WHEREAS, the outstanding principal balance under the Loan as of the date hereof isThree Million Five Hundred Five Thousand Two Hundred Sixteen and 33/100 Dollars($3,505,216.33) consisting of an outstanding principal balance under the RevolvingFacility in the amount of Two Million Six Hundred One Thousand Six Hundred Fifty Two and33/100 Dollars ($2,601,652.33) and an outstanding principal balance under the AcquisitionFacility in the amount of Nine Hundred Three Thousand Five Hundred Sixty Four and 00/100Dollars ($903,564.00).     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 connectionwith, the Obligations, as the same may from time to time be renewed, extended, amended,supplemented or restated, are hereinafter collectively called the “LoanDocuments”: and all liens, security interests, assignments, superior titles, rights,remedies, powers, equities and priorities securing the Note or providing recourse toLender with respect thereto are hereinafter collectively 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 maximum principal amount of theLoan; and (iii) 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 andvaluable.consideration, the receipt and sufficiency of which are hereby acknowledgedby all parties, the parties agree as follows:     **1. ****Recitals.** The recitals set forth above are a material part of thisAgreement. Borrower acknowledges and affirms the accuracy of the recitals set forthabove.     **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, Highlands Loan and Fifteen Million****Dollar****Comstock Loan.** Simultaneously with the execution of this Agreement, (i) ComstockBellemeade, L.C. and Guarantor shall execute that certain First Loan Modification Agreementin connection with that certain ioan originally made by Lender to Comstock Bellemeade, L.C.in the original principal amount of Forty-Six Million Seven Hundred Twenty-Five Thousandand No/100 Dollars ($46,725,000.00) (as the same has been amended, renewed, supplemented orrestated from time to time, the “Bellemeade Loan”) (ii) Highland Avenue Properties, LLC andGuarantor shall execute that certain Loan Modification Agreement in connection with thatcertain loan originally made by Lender to Highland Avenue Properties, LLC in the originalprincipal amount of Four Million Eight Hundred Fifty One Thousand Two Hundred Thirty-Five andNo/100 Dollars ($4,851,235.00) (as the same has been amended, renewed, supplemented orrestated from time to time, the “Highlands Loan”)Bank of America — Comstock Atlanta Homes Modification
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and (iii) Guarantor shall execute that certain First Loan Modification Agreement inconnection 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 beamended, renewed, supplemented or restated from time to time, the“Fifteen Million DollarComstock Loan”).     **4. ****Maturity.** All of the Obligations, including (without limitation) alloutstanding principal, accrued and unpaid interest, outstanding late charges, unpaid fees,and all other amounts outstanding under the Note and the other Loan Documents, shall be dueand payable in full on November 15, 2007 (the “Maturity Date”). All references to theMaturity Date contained in the Loan Documents shall refer to the Maturity Date as defined inthis Agreement.     **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 to Nine Millionand No/100 Dollars ($9,000,000.00). As a result, the maximum principal amount of the RevolvingFacility portion of the Loan shall be Seven Million Six Hundred Thousand and No/100 Dollars($7,600,00.00) and the maximum principal amount of the Acquisition Facility portion of theLoan shall be One Million Four Hundred Thousand and No/100 Dollars($1,400,000.00). Anyreference in any of the Loan Documents to the maximum principal amount of the Loan or Notebeing $7,500,000.00 or $10,000,000.00 is hereby deleted in its entirety and the amount$9,000,000.00 is substituted in lieu thereof. Additionally, the Note and the Loan Documentsare hereby amended so that no further advances shall be made under the Loan. Furthermore, fromand after the date hereof, no amounts paid by Borrower towards the outstanding balance of theLoan can be reborrowed by Borrower. From and after the date hereof,Borrower must make allpayments of any kind whatsoever, due by Borrower to Lender in connection with the Loan, viawire transfer of immediately available funds, in accordance with the wiring instructionsattached hereto as Exhibit B.     **6. ****Loan Fee.** In consideration of Lender entering into this Modification, Borrowershall pay to Lender, a loan extension fee in the amount of one quarter of one percent (0.25%),which is due and payable on May 1, 2007.     **7. ****Loan to Value Ratio****.**The Property shall have a required “Loan to Value Ratio” of notgreater than eighty percent (80%) of the “as is” value of the Property. If at any timeafter the Loan closing, the loan-to-value ratio shall exceed the required Loan to ValueRatio, based on appraisals (to be engaged by Lender from time to time at the sole cost andexpense of Borrower), which appraisals shall be satisfactory to Lender in all respects, inLender’s sole, absolute and unreviewable discretion, the Borrower shall immediately make aprincipal curtailment under the Loan so as to meet the Loan to Value ratio.     **8.****Loan Agreement.**     **a.****Article III (t).** Article lll (t) of the Loan Agreement is herebydeleted in its entirety and replaced with the following:“Each construction loan must be repaid in full nine months from the date of theinitial advance. Any extensions or renewals thereof shall be in the Lender’s solediscretion. Borrower will be required after 180 days to reduce the loan amount ofeach Lot Unit to an amount equal to eighty percent (80%) of the lesser of: (i) theas-is value of such Unit, which amount shall be determined by an appraisal orevaluation satisfactory to Lender; or (ii) the contracted purchase price for the lotloan Unit. Borrower will be required after 270 days to reduce the loan amount oneach Lot Unit to an amount equal to seventy percent (70%) ofthe lesser of: (i) the as-is value” of such Unit, which amount shall be determined by anappraisal or evaluation satisfactory to Lender; or (ii) the contracted purchase price for thelot / loan Unit.”Bank of America — Comstock Atlanta Homes Modification
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     **b.****Article III (s)**. Article III (s) of the Loan Agreement is hereby deleted andreplaced with the following:“No later than 180 days prior to the Maturity Date, the Lender will notify Borrowerwhether or not the Lender will renew the loan. In the event the loan is not renewed atmaturity, the Borrower can continue starting houses until August 15, 2007 and the lenderwill continue funding on those houses.”     **c. Article V.**The following language shall be added to Article V Section “b”:“Additionally, Borrower must submit to Lender (i) within ten (10) days from the end ofeach month, monthly financial statements (all of which financial statements must includea 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 anddescription of all contingent liabilities, tax returns, written verification ofliquidity and such other supporting schedules and documentation). All such financialstatements shall be certified as true and correct by the Chief Financial Officer ofComstock Homebuilding Companies, Inc. in a form acceptable to the Lender in all respectsand (ii) within thirty (30) days from the end of each month a certified rent roll forthe Property; and”     **9.****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, orconstitute a default under, any deed of trust, loan agreement, indenture or other contract oragreement to which Borrower is a party or by which Borrower or any of its properties may bebound (nor would such execution and delivery constitute such adefault 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) thisAgreement constitutes the legal, valid and binding obligations of Borrower enforceable inaccordance with its terms; (d) the execution and delivery of, and performance under, thisAgreement are within Borrower’s power and authority without the joinder or consent of any otherparty and have been duly authorized by all requisite action, and are not in contravention ofany law, or of any indenture, agreement or undertaking to which Borrower is a party or by whichit is bound; (e) there exists no default under the Note or any other Loan Document; (f) thereare no offsets, claims or defenses with respect to the Obligations; and (g) Borrower is dulyorganized and legally existing under the laws of the state of its organization and is dulyqualified to do business in the state of Georgia. The Borrower further represents and warrantsthat, except as disclosed in public filings, there is no material suit, judicial oradministrative action, claim, investigation, inquiry, proceeding or demand pending (or, toBorrower’s knowledge, threatened) against (i) Borrower, or against any other person liabledirectly or indirectly for the Obligations, or (ii) which affects the Property or theBorrower’s title to the Property, or (iii) which affects the validity enforceability orpriority of any of the Loan Documents. Borrower agrees to indemnify and hold the Lenderharmless 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 hereinwhich proves to be untrue or inaccurate in any respect, and any such occurrence shallconstitute a default under the Loan Documents.Bank of America — Comstock Atlanta Homes Modification
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     **10. ****Renewal;Lien Continuation;****No****Novation.** Borrower hereby renews theObligations 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 theObligations, as modified hereby. Nothing herein shall in any manner diminish, impair, waiveor extinguish the Note, the Obligations or the Liens. The execution and delivery of thisAgreement shall not constitute a novation of the debt evidenced and secured by the LoanDocuments.     **11. ****Expenses****.**Borrower shall pay all costs and expenses and reimburse Lender for any andall 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) therestructuring of the Loan which has occurred previous to and simultaneously with theexecution of this Agreement; (c) the issuance by Lender at anytime (including any time priorto the execution of this Agreement) of any default letters or standstill letters orcorrespondence 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 orby law; and (e) the creation, perfection or realization upon the Liens, and all costs andexpenses relating to Lender’s exercise of any of its rights and remedies under any of theLoan Documents or at law, including, without limitation, all filing fees, taxes, brokeragefees and commissions, title review and abstract fees, recordation and transfer taxes, UniformCommercial Code search fees, other fees and expenses incident to title searches, reports andsecurity interests, escrow fees, attorneys’ fees, legal expenses, court costs, fees andexpenses incurred in connection with any complete or partial liquidation of the Property, andall fees and expenses for any professional service relating to the Property or any operationsconducted in connection with it; provided, however, no right or option granted byBorrower to Lender or otherwise arising pursuant to any provision of this or any otherdocument shall be deemed to impose a duty on Lender to supervise, monitor or protect anyaspect of the Property or any operations conducted in connection with it.     **12. ****Authorization.** At the time of execution of this Agreement, Borrower shall,if and to the extent requested by Lender, deliver to Lender (a) the opinion of Borrower’scounsel dated the date hereof, in form and substance satisfactory to Lender, that thisAgreement has been duly authorized, executed and delivered by Borrower and the Guarantor andis binding on, and enforceable against, the Borrower and the Guarantor in accordance with itsterms; and (b) such other evidence of due authorization and execution by the Borrower and theGuarantor as the Lender may require.     **13. ****Further Assurances.** The Borrower agrees to execute and deliver to theLender, promptly upon request from Lender, such additional documents as may be necessary orappropriate to consummate the transactions contemplated herein or to perfect, or continue theperfection of, the Liens.     **14.****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 Lenderin connection with the making, closing, administration, collection or enforcement by Lenderof the Loan Documents, this Agreement or any related agreements.Bank of America — Comstock Atlanta Homes Modification
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     **15. ****Default Under Deed to Secure.** If Borrower shall fail to keep or performany of the covenants or agreements contained herein or in any of the Loan Documents, or ifany statement, representation or warranty contained herein is false, misleading orerroneous in any material respect, Borrower shall be deemed to be in default under the Deed to Secure and Lendershall be entitled at its option to exercise any and all of the rights and remedies grantedpursuant to the Deed to Secure, as amended hereby, or any other Loan Document or to whichLender may otherwise be entitled, whether at law or in equity.     **16. ****No Waiver by Lender.** Borrower acknowledges and agrees that the execution ofthis Agreement by the Lender is not intended nor shall it be construed as (a) an actual orimplied waiver of any, default under the Note, the Deed to Secure or any other Loan Document,or (b) an actual or implied waiver of any condition or obligation imposed upon the Borrowerpursuant to the Note, the Deed to Secure or any other Loan Document, except to the extent, ifany, specified herein.     **17. ****Borrower’s Performance.** If Borrower should fail to comply with any of theagreements, covenants or obligations of the Borrower under this or any other Loan Document,then Lender (in Borrower’s name or in its own name) may, but is under no obligation to, performthem or cause them to be performed for the account of Borrower at Borrower’s sole expense. Anyand all expenses thus incurred or paid by Lender shall be Borrower’s demand obligations toLender and shall bear interest, from the date of Lender’s payment of any such obligation orexpense for Borrower’s account until the date on which Borrower repays it to Lender, at thedefault rate of interest set forth in the Note. Upon making any such payment or incurring anysuch expense, Lender shall be fully subrogated to all of the rights of the person or entityreceiving such payment. Any amounts owing by Borrower to Lender pursuant to this provision orany other provision of this Agreement shall automatically and without notice constitute aportion of the Obligations evidenced by the Note secured by the Deed to Secure and the otherLoan Documents, and guaranteed by the Guarantors under the Guaranty. The amount and nature ofany such expense and the time when paid shall be fully established by the affidavit of Lenderor any of Lender’s officers or agents.     **18. ****Release of Lender.** Upon execution of this Agreement, Borrower and Guarantor eachhereby 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 toexecution of this Agreement in law or in equity due to any actiontaken or omitted be taken by anyof the Lender Parties in connection with the Loan, the Highlands Loan, the Bellemeade Loan, theFifteen Million Dollar Comstock Loan or any other potential transaction between Guarantor (or anyaffiliate of Guarantor) and Lender that may have been discussed with Lender but not consummated.     **19. ****Miscellaneous.** To the extent of any conflict between the Note (or any earliermodification of it) and this Agreement, this Agreement shall control. Except as hereby expresslymodified, 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. 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 partyother than the Lender shall assign its rights hereunder without the prior written consent of theLender); (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 ANDINTERPRETATION) THE LAWS OF THE STATE OF GEORGIA AND UNITED STATES FEDERAL LAW; (d) may be executedin 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 whosigned it without production of or accounting for any other counterpart, and all separatecounterparts shall constitute the same agreementBank of America — Comstock Atlanta Homes Modification
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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 Agreement and not toany particular section, paragraph or provision. The headings in this Agreement shall be accordedno significance in interpreting it.     **20. ****FinancingStatements.** Borrower authorizes the Lender, from time to time andwithout 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 asdebtor and in such form as the Lender may require, in order to further evidence or perfectLender’s security interests granted pursuant to the Loan Documents.     **21. ****Notices.** All notices, in connection with the Loan addressed to Lender, shallhereinafter be sent to Lender at the following address:**Lender:**Norman Trepner