EXHIBIT 10-1


AMENDMENT TO LOAN AGREEMENT

	
  
Branch   Banking and Trust Company
  	
  
 
  	
  
 
  
	
  
1300 South   Babcock Street
  	
  
 
  	
  
 
  
	
  
Melbourne,   Florida  32901
  	
  
 
  	
  
 
  
	
  
(Hereinafter   referred to as the “Bank”)
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
The   Goldfield Corporation,
  	
  
 
  	
  
 
  
	
  A Delaware   corporation
  	
  
 
  	
  
 
  
	
  
1684 West   Hibiscus Blvd.
  	
  
 
  	
  
 
  
	
  
Melbourne,   Florida  32901
  	
  
 
  	
  
 
  
	
  
(Hereinafter   referred to as the “Borrower”)
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Southeast   Power Corporation,
  	
  
 
  	
  
Bayswater   Development Corporation,
  
	
  
a Florida   corporation
  	
  
 
  	
  
a Florida   corporation
  
	
  1684 West   Hibiscus Blvd.
  	
  
 
  	
  
1684 West   Hibiscus Blvd.
  
	
  
Melbourne,   Florida  32901
  	
  
 
  	
  
Melbourne,   Florida 32901
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Pineapple   House of Brevard, Inc.,
  	
  
 
  	
  
Oak Park of   Brevard, Inc.,
  
	
  
a Florida   corporation
  	
  
 
  	
  
a Florida   corporation
  
	
  
1684 West   Hibiscus Blvd.
  	
  
 
  	
  
1684 West   Hibiscus Blvd.
  
	
  
Melbourne,   Florida 32901
  	
  
 
  	
  
Melbourne,   Florida 32901
  
	
  (Individually   and collectively “Guarantor”)
  	
  
 
  	
  
 
  




This Amendment to Loan Agreement (“Agreement”) is entered into March 14, 2006 by and between Bank, Borrower, and Guarantor.


RECITALS


          A.          Borrower and Bank entered into a loan (herein “Loan One”) evidenced by that certain Revolving Line of Credit Promissory Note executed by Borrower in favor of the Bank dated August 26, 2005, in the original principal amount of $1,000,000.00 (herein “Note One”).  


          B.          Borrower and Bank also agreed to and entered into that certain Loan Agreement dated August 26, 2005 (the “Loan Agreement”) (to which this Amendment is appended) setting forth the covenants, agreements, representations and warranties as the terms upon which the Bank is willing to extend credit to Borrower.  


          C.          Borrower has requested an increase to the principal amount of Loan One so that Loan One shall be in the aggregate principal amount of $3,000,000.00.  Accordingly, Borrower and Guarantor have requested Bank to amend the provision in Note One (and in any other Loan Document) limiting the amount which may be borrowed and re-borrowed from time to time, from the principal amount of $1,000,000.00 to the principal amount of $3,000,000.00.


          NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions herein, Borrower and Bank agree as follows:


	
  
 
  	
  
1.
  	
  
The above   Recitals are hereby incorporated by reference.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
The Bank   hereby amends the provision in Note One that limits the principal amount the   amount of $1,000,000.00 that may be borrowed and re-borrowed from time to   time, from the principal sum of $1,000,000.00 to the principal sum of   $3,000,000.00.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.
  	
  
The terms of   Note One are hereby renewed and modified in their entirety as evidenced by   that certain Renewal Revolving Line of Credit Promissory Note (herein “Renewal   Promissory Note”) in the principal amount of $3,000,000.00, dated   March 14, 2006, which has a maturity date of August 26, 2006.  Note One as renewed and modified in its   entirety by the Renewal Promissory Note is herein collectively referred to as   the “Promissory   Note” or “Note”. All references in the Loan   Agreement dated August 26, 2005 to the term “Note” shall now refer to Note One,   as renewed and modified in its entirety by the Renewal Promissory Note.
  













	
  
 
  	
  
4.
  	
  
That said   Note, Loan Agreement (as amended), and other Loan Documents are in full force   and effect with respect to each and every term and provision and nothing   herein contained shall in any manner impair the liability of the Borrower   thereunder.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.
  	
  
That the   Guarantor hereby joins in the execution hereof for the purpose of agreeing to   be bound by the terms and conditions hereof.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.
  	
  
That all of   the other stipulations, terms, provisions, covenants and agreements as   contained in the aforesaid Note, Loan Agreement (as amended), and other Loan   Documents shall remain in full force and effect except as herein provided to   the contrary or modified in conjunction herewith.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
7.
  	
  
This   agreement shall be binding upon and shall inure to the benefit of the   successors and assigns of the respective parties hereto.
  




 

	
  
 
  	
  
“BORROWER”
  
	
  
 
  	
  
 
  
	
  
 
  	
  
THE   GOLDFIELD CORPORATION,
  
	
  
 
  	
  
a Delaware   corporation
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/ Stephen   R. Wherry
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“GUARANTOR”
  
	
  
 
  	
  
 
  
	
   
  	
  
SOUTHEAST   POWER CORPORATION,
  
	
  
 
  	
  
a Florida   corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Stephen   R. Wherry 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
PINEAPPLE   HOUSE OF BREVARD, INC.,
  
	
  
 
  	
  
a Florida   corporation
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Stephen   R. Wherry
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BAYSWATER   DEVELOPMENT CORPORATION,
  
	
   
  	
  
a Florida   corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Stephen   R. Wherry
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  




Page 2









	
   
  	
  
OAK PARK OF   BREVARD, INC.,
  
	
  
 
  	
  
a Florida   corporation
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Stephen   R. Wherry
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
STEPHEN R.   WHERRY
  
	
  
 
  	
  
 
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  “BANK”
  
	
   
  	
   
  
	
   
  	
  BRANCH   BANKING AND TRUST COMPANY
  
	
   
  	
   
  
	
   
  	
  By:
  	
  /s/ Barry   Forbes
  
	
   
  	
   
  	
  


  
	
   
  	
   
  	
  BARRY FORBES
  
	
   
  	
   
  	
  Senior Vice   President
  



Page 3