Second Amendment to Loan Agreement



 Exhibit 10.5 (k) 
 SECOND 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,
 a
Florida corporation
 1684 West Hibiscus Blvd.
 Melbourne, Florida 32901
	  	 Bayswater Development Corporation,
 a Florida corporation
 1684 West Hibiscus Blvd.
 Melbourne, Florida 32901

		
	 Pineapple House of Brevard, Inc.,
 a Florida corporation
 1684 West Hibiscus Blvd.
 Melbourne, Florida 32901
 (individually and collectively “Guarantor”)
	  	 Oak Park of Brevard, Inc.,
 a Florida corporation
 1684 West Hibiscus Blvd.
 Melbourne, Florida 32901


 This Second Amendment to the Loan
Agreement (“Agreement”) is entered into as of March 25, 2010 by and between Bank, Borrower, and Guarantor. Unless otherwise defined herein, all capitalized terms used and not defined herein shall have the meanings assigned to such
terms in the Loan Agreement (as amended hereby). 
 RECITALS 
 A. Borrower and Bank agreed to and entered into that certain Loan Agreement dated August 26, 2005, as amended by that certain Amendment
to Loan Agreement dated March 14, 2006 (the “Loan Agreement”) (to which this Second 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. 
 B. Borrower has requested that the Tangible Net Worth and Maximum Debt/Worth Ratio covenants contained in
the Loan Agreement be modified such that (i) the Tangible Net Worth threshold is reduced from $14,500,000 to $13,500,000 and the Maximum Debt/Worth Ratio threshold is reduced from 2.0:1 to 1.5:1, and the Bank has approved such request.
Accordingly, Borrower and Guarantor have requested the Bank to amend the financial covenants in the Loan Agreement to provide for the foregoing. 
 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 and restates clauses (i) and (iii) of the Tangible Net Worth section of the Financial Covenants provision of the Loan Agreement as
follows: 

 Clause (i) is deleted in its entirety and replaced with the following text: “(i) a minimum
Tangible Net Worth of not less than $13,500,000.00. “Tangible Net Worth” is defined as net worth, plus obligations contractually subordinated to debts owed to Bank, minus goodwill and assets representing claims on stockholders or
affiliated entities;” 
 Clause (iii) is deleted in its entirety and replaced with the following text: “(iii)
Maximum Debt to Worth Ratio: A maximum debt/worth ratio of 1.5:1 for the Borrower is to be maintained and tested quarterly. The ratio is to be calculated by dividing total liabilities on the consolidated balance sheet of the Borrower by the Tangible
Net Worth of the Borrower as defined above.” 
  

	 	3.	All references in the Loan Documents to the term “Loan Agreement” shall now refer to the Loan Agreement as amended by that certain Amendment to Loan Agreement
dated March 14, 2006 and by this Agreement. 

  

	 	4.	The Loan Agreement 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 Note, Loan Agreement, 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
		 	Senior Vice President


  

			
	“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


  

			
	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