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Exhibit 10.2
 EXECUTION  VERSION




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
    
    
    1Section 1.1 Definitions
    
    
    1Section 1.2 Compliance Certificate and Opinions
    
    
    11Section 1.3 Forms of Documents Delivered to Trustee
    
    
    12Section 1.4 Acts of Holders
    
    
    12Section 1.5 Notices Etc. to Trustee and Company
    
    
    14Section 1.6 Notice to Holders; Waiver
    
    
    15Section 1.7 Effect of Headings and Table of Contents
    
    
    15Section 1.8 Successors and Assigns
    
    
    15Section 1.9 Separability
    
    
    15Section 1.10 Benefits of Indenture
    
    
    15Section 1.11 Governing Law
    
    
    16Section 1.12 Submission to Jurisdiction
    
    
    16Section 1.13 Non-Business Days
    
    
    16Section 1.14 Counterparts
    
    
    16ARTICLE II SECURITY FORMS
    
    
    16Section 2.1 Form of Security
    
    
    16Section 2.2 Restrictive Legend
    
    
    21Section 2.3 Form of Trustees Certificate of Authentication
    
    
    23Section 2.4 Temporary Securities
    
    
    24Section 2.5 Definitive Securities
    
    
    24ARTICLE III THE SECURITIES
    
    
    25Section 3.1 Payment of Principal and Interest
    
    
    25Section 3.2 Denominations
    
    
    27Section 3.3 Execution, Authentication, Delivery and Dating
    
    
    27Section 3.4 Global Securities
    
    
    28Section 3.5 Registration, Transfer and Exchange Generally
    
    
    30Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
    
    
    31Section 3.7 Persons Deemed Owners
    
    
    32Section 3.8 Cancellation
    
    
    32




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PageSection 3.9 Agreed Tax Treatment
    
    
    32Section 3.10 CUSIP Numbers
    
    
    32ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    33Section 4.1 Satisfaction and Discharge of Indenture
    
    
    33Section 4.2 Application of Trust Money
    
    
    34ARTICLE V REMEDIES
    
    
    34Section 5.1 Events of Default
    
    
    34Section 5.2 Acceleration of Maturity Rescission and Annulment
    
    
    35Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    36Section 5.4 Trustee May File Proofs of Claim
    
    
    37Section 5.5 Trustee May Enforce Claim Without Possession of Securities
    
    
    37Section 5.6 Application of Money Collected
    
    
    37Section 5.7 Limitation on Suits
    
    
    38Section 5.8 Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest
    
    
    38Section 5.9 Restoration of Rights and Remedies
    
    
    38Section 5.10 Rights and Remedies Cumulative
    
    
    39Section 5.11 Delay or Omission Not Waiver
    
    
    39Section 5.12 Control by Holders
    
    
    39Section 5.13 Waiver of Past Defaults
    
    
    39Section 5.14 Undertaking for Costs
    
    
    40Section 5.15 Waiver of Usury, Stay or Extension Laws
    
    
    40ARTICLE VI THE TRUSTEE
    
    
    41Section 6.1 Corporate Trustee Required
    
    
    41Section 6.2 Certain Duties and Responsibilities
    
    
    41Section 6.3 Notice of Defaults
    
    
    42Section 6.4 Certain Rights of Trustee
    
    
    42Section 6.5 May Hold Securities
    
    
    44Section 6.6 Compensation; Reimbursement; Indemnity
    
    
    44Section 6.7 Resignation and Removal; Appointment of Successor
    
    
    45Section 6.8 Acceptance of Appointment by Successor
    
    
    46




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PageSection 6.9 Merger, Conversion, Consolidation or Succession to Business
    
    
    47Section 6.10 Not Responsible for Recitals or Issuance of Securities
    
    
    47Section 611 Appointment of Authenticating Agent
    
    
    47ARTICLE VII HOLDERS LISTS AND REPORTS BY COMPANY
    
    
    49Section 7.1 Company to Furnish Trustee Names and Addresses of Holders
    
    
    49Section 7.2 Preservation of Information, Communications to Holders
    
    
    49Section 7.3 Reports by Company
    
    
    49ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
    
    
    50Section 8.1 Company May Consolidate, Etc., Only on Certain Terms
    
    
    50Section 8.2 Successor Company Substituted
    
    
    51ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    52Section 9.1 Supplemental Indentures without Consent of Holders
    
    
    52Section 9.2 Supplemental Indentures with Consent of Holders
    
    
    53Section 9.3 Execution of Supplemental Indentures
    
    
    53Section 9.4 Effect of Supplemental Indentures
    
    
    54Section 9.5 Reference in Securities to Supplemental Indentures
    
    
    54ARTICLE X COVENANTS
    
    
    54Section 10.1 Payment of Principal, Premium, if any, and Interest
    
    
    54Section 10.2 Money for Security Payments to be Held in Trust
    
    
    54Section 10.3 Statement as to Compliance
    
    
    55Section 10.4 Calculation Agent
    
    
    55Section 10.5 Additional Covenants
    
    
    56Section 10.6 Waiver of Covenants
    
    
    57Section 10.7 Treatment of Securities
    
    
    58Section 10.8 Limitation on Issuance of Securities
    
    
    58ARTICLE XI REDEMPTION OF SECURITIES
    
    
    58Section 11.1 Optional Redemption and Mandatory Redemption
    
    
    58Section 11.2 Special Event Redemption
    
    
    59Section 11.3 Election to Redeem; Notice to Trustee
    
    
    59Section 11.4 Selection of Securities to be Redeemed
    
    
    59




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PageSection 11.5 Notice of Redemption
    
    
    60Section 11.6 Deposit of Redemption Price
    
    
    60Section 11.7 Payment of Securities Called for Redemption
    
    
    61ARTICLE XII SUBORDINATION OF SECURITIES
    
    
    61Section 12.1 Securities Subordinate to Senior Debt
    
    
    61Section 12.2 No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc
    
    
    61Section 12 3 Payment Permitted if No Default
    
    
    63Section 12.4 Subrogation to Rights of Holders of Senior Debt
    
    
    63Section 12.5 Provisions Solely to Define Relative Rights
    
    
    63Section 12.6 Trustee to Effectuate Subordination
    
    
    64Section 12.7 No Waiver of Subordination Provisions
    
    
    64Section 12.8 Notice to Trustee
    
    
    64Section 12.9 Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    65Section 12.10 Trustee Not Fiduciary for Holders of Senior Debt
    
    
    65Section 12.11 Rights of Trustee as Holder of Senior Debt; Preservation of Trustees Rights
    
    
    65Section 12.12 Article Applicable to Paying Agents
    
    
    66ARTICLE XIII DEFEASANCE
    
    
    66Section 13.1 Defeasance and Discharge
    
    
    66Section 13.2 Conditions to Defeasance
    
    
    66Section 13.3 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions
    
    
    67Section 13.4 Reinstatement
    
    
    68
  Schedule A
    
    
    
    Determination of LIBORExhibit A
    
    
    
    Form of Officers Financial Certificate pursuant to Section 7.3(b)Exhibit B
    
    
    
    Form of Officers Certificate pursuant to Section 10.3




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Company Trustee
        Definitions
  Article I Article I;




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vice versa;
  Act Section 1.4(a)
 Additional Interest
 Affiliate control.
 Applicable Depositary Procedures
 Authenticating Agent Section 6.11
 Board of Directors
 Board Resolution
 Breakage Costs
 Breakage Gains
 2




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Business Day
 Calculation Agent Section 10.4(a)
 Capital Lease
 Change-in-Control provided
 Change-in-Control Election Section 10.5(b)
 Change-in-Control Event
 Change-in-Control
Event Notice
 Change-in-Control Notice Section 10.(b)
 Code
 3




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Commission Section 7.3(c)
 Company
 Company Request Company Order
 Consolidated Tangible Net Worth
 Corporate Trust Office
 Debt
 Defaulted Interest Section
3.1(c)
 Defeasance Section 13.1
 Defeasance Maturity Date Section 13.2
 4




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Depositary
 Depositary Participant
 Dollar $
 DTC
 EBITDA excluding Disposition plus
 EDGAR Section 7.3(c)
 Equity Interests
 ERISA
 5




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Event of Default Section 5.1
 Exchange Act
 Expiration Date Section 1.4(h)
 Fixed Rate Period Section 2.1
 Fixed Charge Coverage Ratio minus to plus
 GAAP
 Global Security
 Government Obligation provided
 Holder
 Indenture
 6




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Interest Expense
 Interest Payment Date
 Investment Company Act
 Investment Company Event
 Leverage Ratio
 LIBOR Schedule A
 LIBOR Business Day Schedule A
 LIBOR Determination Date Schedule A
 Mandatory
Redemption Price Section
11.1(b)
 Maturity
 Notice of Default Section
5.1(c)
 Officers Certificate
 7




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Opinion of Counsel
 Optional Redemption Price Section
11.1
 Original Issue Date
 Outstanding
  provided provided further
  provided
 Paving Agent
 8




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Person
 Place of Payment
 Predecessor Security Section
3.6
 Proceeding Section 12.2(b)
 Purchase Agreement
 Purchaser
 Rating Agencies
 Ratings Downgrade
 Redemption Date
 Redemption Price
 Reference Banks Schedule A
 Regular Record Date
 Responsible Officer
 9




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Rights Plan
 Securities Security.
 Securities Act
 Securities Register Securities Registrar Section 3.5(a)
 Senior Debt pan passu provided financing
entity pari passu
 Special Event
 Special Record Date Section 3.l(c)
 Special Redemption Price Section
11.2
 Stated
Maturity
 Subsidiary voting stock
 10




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Tax Event Administrative Action
 Trustee
 Trust Indenture Act
 Compliance Certificate and Opinions
  Section 10.3
   11




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Forms of Documents Delivered to Trustee
     Acts of Holders
  12




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Act Section 1.4
     Section 1.4 provided Section 1.6
 13




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Section
5.2 Section 5.7(b) Section 5.12 provided Section 1.6
 Section Expiration
Date provided Section 1.6 Section
1.4
 Notices, Etc. to Trustee and Company
    14




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Notice to Holders; Waiver
  Effect of Headings and Table of Contents
  Successors and Assigns
 Article VIII
 Separability
  Benefits of Indenture
  15




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Governing Law
 This Indenture and the rights and obligations of each of the Holders, the Company and
the Trustee shall be construed and enforced in accordance with and governed by the laws of the
State of New York without reference to its conflict of laws provisions (other than Section 5-1401
of the General Obligations Law).
 Submission to Jurisdiction
  Non-Business Days
  Counterparts
    Form of Security
   16




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No.
    
    $
 Company  [PRINCIPAL AMOUNT]  [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT: or
such other principal amount represented hereby as may be set forth in the records of the
Securities Registrar hereinafter referred to in accordance with the Indenture] Fixed Rate Period provided
  17




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pari passu pari passu
  18




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Securities Indenture Trustee
    19




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20




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This Security shall be construed and enforced in accordance with and governed by the laws of
the State of New York without reference to its conflict of laws provisions (other than Section
5-1401 of the General Obligations Law).
 [DAY] [MONTH], [YEAR].
 COMSTOCK HOMEBUILDINGCOMPANIES, INC.By:Name:Title:
 Restrictive Legend
  [IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY (DTC) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A
 21




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NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
 SECURITIES ACT
   22




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ERISA CODE PLAN PLAN ASSETS PLAN ASSETS
  Form of Trustees Certificate of Authentication
  23




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WELLS FARGO BANK, N.A., not in its individualcapacity, but solely as TrusteeBy:Name:Title:
 Temporary Securities
   Definitive Securities
  24




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Payment of Principal and
Interest
   Defaulted
Interest
 Special Record Date
 25




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Article II
 26




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Section 3.1
 Denominations
  Execution, Authentication, Delivery and Dating
     27




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Section 3.8
  Global Securities
  Section 3.4(b)
 28




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Article III
     29




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Registration, Transfer and Exchange Generally
 Securities Register Securities Registrar Article VI
 Section 2.2(b)
     Section 3.5: Article XI
 30




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provided Section 3.5
 Mutilated, Destroyed, Lost and Stolen Securities
  bona fide
  Section 3.6
 Section 3.6
 31




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(f) The provisions of this Section 3.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen
Securities.
 Persons Deemed Owners
  Cancellation
 Section 3.8
 Agreed Tax Treatment
  CUSIP Numbers
 provided
 32




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Satisfaction and Discharge of Indenture
 Section 4.1
  Section 3.6 Section 10.2
      33




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Section 6.6 Section 6.11 Section 4.1 Section 4.2 Section 10.2(e)
 Application of Trust Money
 Section 10.2(e) Section 4.1 Section 3.1 Section 4.2 Article XII
   Events of Default
 Event of Default
    34




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Notice of Default provided Section
10.8
   Acceleration of Maturity; Rescission and Annulment
  Article V
   35




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Section 5.13
  Collection of Indebtedness and Suits for Enforcement by Trustee
    Section 6.6
   36




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Trustee May File Proofs of Claim
 Section 6.6
 Trustee May Enforce Claim Without Possession of Securities
 Article XII Section 6.6
 Application of Money Collected
 Article V
 Section 6.6
 Article XII
 Article XII
 37




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Limitation on Suits
 Section 5.8
       Unconditional Right of Holders to Receive Principal, Premium, if
any, and Interest
  Restoration of Rights and Remedies
  38




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Rights and Remedies Cumulative
 Section 3.6(f)
 Delay or Omission Not Waiver
 Article V
 Control by Holders
 provided
   Section 6.2
 Waiver of Past Defaults
   39




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Article IX
   Undertaking for Costs
 provided however Section 5.14
 Waiver of Usury, Stay or Extension Laws
  40




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Corporate Trustee
Required
 Section 6.1 Section
6.1 Article VI
 Certain Duties and Responsibilities
   provided,
  Section 6.2
 41




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Notice of Defaults
 provided provided further Section 5.1(c) Section 6.3 default
 Certain Rights of
Trustee
 Section
6.2
  42




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provided
      43




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Section 5.1
   Article VI
 May Hold Securities
  Compensation; Reimbursement;
Indemnity
  44




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Section 6.6(a))
 Section 6.6
 Section 6.6
   Resignation and Removal; Appointment of Successor
 Article VI Section 6.8
 45




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Section 6.8 Section 6.8 Section 6.8 bona fide
 Section
1.6
 Acceptance of Appointment by Successor
 provided
 Section 6.8
 46




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Article
VI
 Merger, Conversion, Consolidation or Succession to Business
 provided Article VI Section 6.9
 Not Responsible for Recitals or Issuance of Securities
  Appointment of Authenticating Agent
 Section 3.6 Section 6.11
 47




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Section 6.11 Section
6.11
 provided Section 6.11
 Section 6.1.1 Section 6.11
 Section 6.11
 Section
6.11
   WELLS FARGO BANK, N.A., not in its
individual capacity, but solely as TrusteeBy:Authenticating AgentBy:Authorized Signatory
 48




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Company to
Furnish Trustee Names and Addresses of Holders
     Preservation of Information, Communications to Holders
 Section 7.1 Section 7.1
   Reports by Company
 Section 7.3 (b)
  49




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Exhibit A
 Commission EDGAR Section 7.3(c) Section 7.3(c) Section 7.3 (b)
   Company May Consolidate, Etc., Only on Certain
Terms
   50




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Article VIII Section 8.1
 Section 10.8
 Successor Company Substituted
 Section 8.1 Section 8.l(a)
  51




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Supplemental
Indentures without Consent of Holders
    provided provided further
  provided
 provided
 52




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Supplemental Indentures with Consent of Holders
 Section 9.1 provided
 Section 3.1(f)
  Section 9.2 Section 5.13 Section 10.6
 Section 9.2
 Execution of Supplemental Indentures
 Article IX
 53




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Effect of Supplemental Indentures
 Article IX
 Reference in Securities to Supplemental Indentures
 Article IX
   Payment of
Principal, Premium, if any, and Interest
  Money for Security Payments to be Held in Trust
   Section 10.2
 54




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provided
 Statement as to Compliance
 Exhibit B)
 Calculation Agent
 Schedule A Calculation Agent
 55




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Schedule
A) Business Day
 Additional Covenants
 pari passu
 56




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pari passu
 Change-in-Control Event
Notice Section 10.5(b) Change-in-Control
Election Article
XIII Section ll.l(b)
    Waiver of Covenants
 Section 10.5
 57




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Treatment of Securities
  Limitation on Issuance of Securities
    Optional Redemption and Mandatory Redemption
 Optional Redemption Price
 Mandatory Redemption Price
 58




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Special Event Redemption
 Special Redemption Price
 Election to Redeem; Notice to Trustee
 Section 11.5
 Selection of Securities to be Redeemed
 a pro rata provided
  Section 11.4
 59




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Notice of Redemption
         Deposit of Redemption Price
 Section 11.5 Section 10.2)
 60




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Payment of Securities Called for Redemption
 Section 11.5
     Securities Subordinate to Senior Debt
 Article XII
 No Payment When Senior Debt in Default; Payment Over of Proceeds Upon
Dissolution, Etc
  Section 5.1 Proceeding
 61




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Section 12.2
 62




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Payment Permitted if No Default
 Article XII Section 12.2 Section
12.2 Section 12.8) Article XII Section 12.8
 Subrogation to Rights of Holders of Senior Debt
 Article XII Article XII Article XII
 Provisions Solely to Define Relative Rights
 Article XII Article XII
 63




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Article XII
 Trustee to Effectuate Subordination
 Article XII
 No Waiver of Subordination Provisions
  Section 12.7 Article
XII
 Notice to Trustee
 Article XII
 64




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provided Section 12.8
 Article XII Article XII
 Reliance on Judicial Order or Certificate of Liquidating Agent
 Article XII Article XII
 Trustee Not Fiduciary for Holders of Senior Debt
 Article XII
 Rights of Trustee as Holder of Senior Debt; Preservation of Trustees Rights
 Article XII
 65




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Article Applicable to Paying Agents
 Trustee Article XII Article XII provided, Sections 12.8 12.11
   Defeasance and Discharge
 Section 10.50(b) Section 13.1 Section 13.2 Section 13.1 Section 13.2 Section 13.2 Section 13.2 2.4 3.5 3.6 10.2 Article XIII
 Conditions to Defeasance
 Section 13.1
 Section 6.1 Article XIII
 66




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Defeasance Maturity Date
    Deposited Money and U.S. Government Obligations to be Held in Trust: Other
Miscellaneous Provisions
 Section 10.2(e) Section 13.3 Section 13.4 Trustee Section 13.2
 Section 13.2
 Article XIII Section 13.2
 67




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Reinstatement
 Article
XIII Article XIII Section 13.3 Article
XIII
  68




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COMSTOCK HOMEBUILDING COMPANIES, INC.By:
    /s/ Bruce LabovitzName:
    Bruce LabovitzTitle:
    Chief Financial Officer WELLS FARGO BANK, N.A., as TrusteeBy:
    /s/ Tracy MclambName:
    Tracy MclambTitle:
    Vice President




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LIBOR
 LIBOR Determination Date
 provided
 Reference Banks LIBOR
Business Day Base Rate prime rate Federal Funds Rate




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[CHIEF FINANCIAL OFFICER/TREASURER/ASSISTANT TREASURER/
SECRETARY/ASSISTANT SECRETARY, CHAIRMAN/VICE CHAIRMAN/CHIEF EXECUTIVE OFFICER/ PRESIDENT/VICE
PRESIDENT] Company Indenture [DATE], [YEAR]
 [QUARTERLY/ANNUAL FINANCIAL DATE], [YEAR]
 Senior secured indebtedness for borrowed money (Debt)
    
    $
    Senior unsecured Debt
    
    $
    Subordinated Debt
    
    $
    Total Debt
    
    $
    Ratio of (x) senior secured and unsecured Debt to (y) total Debt
    
    
    
    %
 [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including
the balance sheet, income statement and statement of cash flows, and notes thereto, together with
the report of the independent accountants thereon) of the Company and its consolidated subsidiaries
for the three (3) years ended [DATE], [YEAR].]
 [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial
statements (including the balance sheet and income statement) of the Company and its consolidated
subsidiaries for the fiscal quarter ended [DATE],
[YEAR].]
 GAAP [QUARTER] [YEAR] [DATE], [YEAR]




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[except as set forth below:]
  [DAY] [MONTH],
[YEAR]
 COMSTOCK HOMEBUILDING COMPANIES, INC.By:Name:Title:Comstock Homebuilding Companies, Inc.11465 Sunset Hills RoadSuite 510Reston, Virginia 20190(703)883-1700




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Indenture Company [DATE], [YEAR] [, except as follows: SPECIFY EACH SUCH
DEFAULT AND THE NATURE AND STATUS THEREOF].




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[DATE], [YEAR].
 By:Name:Title:
    
    [Must be the CHIEF EXECUTIVE OFFICER, the PRESIDENT or a SENIOR VICE PRESIDENT] of Comstock
Homebuilding Companies, Inc.By:Name:Title:
    
    [Must be the CHIEF FINANCIAL OFFICER, the CHIEF ACCOUNTING OFFICER, the TREASURER or an
ASSISTANT TREASURER]of Comstock Homebuilding Companies, Inc.