UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
_________________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): September 27, 2007


THE GOLDFIELD CORPORATION  
(Exact name of registrant as specified in its charter)

Delaware
1-7525
88-0031580
 
(State or other jurisdiction of incorporation or organization)
 
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
   
1684 West Hibiscus Blvd.
Melbourne, FL
 
32901
 
(Address of principal executive offices)
 (Zip Code)
         
Registrant's telephone number, including area code: (321) 724-1700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

1

Item 1.01.   Entry into a Material Definitive Agreement .
 
Renewal of Loan Agreements
 
On September 27, 2007, The Goldfield Corporation (the “Company”) and Branch Banking and Trust Company (the “Bank”) entered into two loan renewals. The two loan renewals are as follows:
 
(i) A renewal of a $3.0 million Loan Agreement (the “Working Capital Loan”) entered into by the parties on March 14, 2006 and renewed effective August 26, 2006, which was due and payable in full on August 26, 2007. The Bank extended the existing Working Capital Loan from August 26, 2007 until November 26, 2007, on the existing terms. Pursuant to the Working Capital Loan renewal, the Working Capital Loan will mature and all amounts due thereunder will be due and payable in full on November 26, 2008, unless extended by the Bank at its discretion. Pursuant to the Working Capital Loan renewal, until the Working Capital Loan matures, the Company must make monthly payments of interest to the Bank in arrears at interest rates determined and upon the terms and conditions as set forth in the Working Capital Loan renewal. Advances under the Working Capital Loan will bear interest at a rate per annum equal to One Month LIBOR (as defined in the Working Capital Loan) plus 1.800%, which will be adjusted monthly. All of the other terms of the Working Capital Loan and related ancillary agreements remain unchanged and are described in the Company’s previously filed Current Reports on Form 8-K dated August 26, 2005, July 15, 2005 and October 2, 2006. The Working Capital Loan provides the Company with a line of credit to be used for working capital, capital expenditures and general corporate purposes.
 
(ii) A renewal and modification of a $14.0 million Loan Agreement (the “Pineapple House Mortgage”) entered into by the parties on November 18, 2005, which would have been due and payable in full on November 18, 2007 with a principal balance now outstanding amounting to $6,292,199.15. Pursuant to the loan renewal, the Pineapple House Mortgage will mature and all amounts due thereunder will be due and payable in full on November 18, 2008, unless extended by the Bank at its discretion. Pursuant to the loan renewal, until the Pineapple House Mortgage matures, the Company must make monthly payments of interest to the Bank in arrears at interest rates determined and upon the terms and conditions as set forth in the Pineapple House Mortgage. Advances under the Pineapple House Mortgage will bear interest at a rate per annum equal to One Month LIBOR (as defined in the Pineapple House Mortgage) plus 1.850%, which will be adjusted monthly. All of the other terms of the Pineapple House Mortgage and related ancillary agreements remain unchanged and are described in the Company’s previously filed Current Report on Form 8-K dated November 22, 2005.
 
2
 
The foregoing descriptions of the Working Capital Loan and the Pineapple House Mortgage do not purport to summarize all of the provisions of these documents and are qualified in their entirety by reference to the Allonge of the Working Capital Loan filed as Exhibit 10.1 to this Current Report on Form 8-K, and to the description of the Working Capital Loan in the Company’s Current Reports on Form 8-K dated August 26, 2005, July 15, 2005 and October 2, 2006 and the related exhibits thereto, and to the Allonge of the Pineapple House Mortgage filed as Exhibit 10.2 to this Current Report on Form 8-K, the Mortgage Modification/Extension Agreement of the Pineapple House Mortgage filed as Exhibit 10.3 to this Current Report on Form 8-K and to the description of the Pineapple House Mortgage in the Company’s Current Report on Form 8-K dated November 22, 2005 and the related exhibits thereto, and each of the foregoing is incorporated herein by reference.
 
The Company also has a $6.0 million Loan Agreement (the “Real Estate Loan”) entered into by the Company and the Bank on August 26, 2005 and renewed on August 26, 2006, which was due and payable in full on August 26, 2007. The Bank extended the existing Real Estate Loan from August 26, 2007 until November 26, 2007, on the existing terms. The Company has determined that it will not renew the Real Estate Loan.
 
Item 2.03.   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .
 
As described above in Item 1.01 under the heading “Renewal of Loan Agreements,” the Company and the Bank entered into two renewals: the Renewal of the Working Capital Loan and the Renewal of the Pineapple House Mortgage. The Allonge of the Working Capital Loan filed as Exhibit 10.1 to this Current Report on Form 8-K, the description of the Working Capital Loan in the Company’s Current Reports on Form 8-K dated August 26, 2005, July 15, 2005 and October 2, 2006 and the related exhibits thereto, the Allonge of the Pineapple House Mortgage filed as Exhibit 10.2 to this Current Report on Form 8-K, the Mortgage Modification/Extension Agreement of the Pineapple House Mortgage filed as Exhibit 10.3 to this Current Report on Form 8-K and the description of the Pineapple House Mortgage in the Company’s Current Report on Form 8-K dated November 22, 2005 and the related exhibits thereto, are incorporated herein by reference. The description of the Real Estate Loan is included in the Company’s Current Reports on Form 8-K dated August 26, 2005 and October 2, 2006 and the related exhibits thereto, are incorporated herein by reference.
 
Item 9.01.   Financial Statements and Exhibits .
 
Exhibit   Description of Exhibit

10.1.  
Allonge to Promissory Note of The Goldfield Corporation relating to Loans of up to $3.0 million.
 
10.2.  
Allonge to Promissory Note of The Goldfield Corporation relating to Loans of up to $14.0 million.
 
10.3.  
Mortgage Modification/Extension Agreement of The Goldfield Corporation relating to Loans of up to $14.0 million.
 
3
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 28, 2007
 
    The Goldfield Corporation
     
 
By:
  /s/   Stephen R. Wherry  
   
Stephen R. Wherry
   
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Assistant Secretary
     

4
 
EXHIBIT INDEX

   Exhibit No .            Description    


10.1.              
Allonge to Promissory Note of The Goldfield Corporation relating to Loans of up to $3.0 million.
 
10.2.              
Allonge to Promissory Note of The Goldfield Corporation relating to Loans of up to $14.0 million.
 
10.3.              
Mortgage Modification/Extension Agreement of The Goldfield Corporation relating to Loans of up to $14.0 million.
 

5
 
 


Exhibit 10.1

ALLONGE TO PROMISSORY NOTE

THIS ALLONGE, made as of September 27, 2007 by The Goldfield Corporation, a Delaware corporation (the “Borrower”) and consented to by Southeast Power Corporation (collectively the “Guarantor”); is to be attached to and made a part of that certain Promissory Note dated August 26, 2005, made by Borrower to Branch Banking and Trust Company (the “Lender”) in the principal amount of Three Million and No/100 Dollars ($3,000,000.00) (the “Note”) which Note is as therein set forth.

WHEREAS, there is due and owing under the above-described Note the principal sum of 0.00; and there remains Three Million and No/100 Dollars ($3,000,000.00) available on this line of credit.

WHEREAS, Borrower and Lender desire to amend the Note.

NOW, THEREFORE, the Promissory Note dated August 26, 2005 is amended as follows:

REPAYMENT. Interest only on the outstanding principal balance of the Note shall be payable monthly, commencing October 26, 2007, and continuing on the same day of each and every consecutive month thereafter until November 28, 2008, on which date the entire principal sum outstanding under this Note plus accrued interest shall become due and payable (the “Maturity Date”).

All other terms and conditions of said Promissory Note remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this document the year first above written.

    BORROWER:  
    The Goldfield Corporation  
     
    By:   /s/   Stephen R. Wherry      
   
Stephen R. Wherry, Senior Vice President
     
    GUARANTOR:  
    Southeast Power Corporation  
     
    By:   /s/   Stephen R. Wherry      
   
Stephen R. Wherry, Treasurer
     
    LENDER:  
    Branch Banking & Trust Co.  
     
    By:   /s/   Lori A. Baldwin       
    Lori A. Baldwin, Vice President
 
Exhibit 10.2

ALLONGE TO PROMISSORY NOTE

THIS ALLONGE, made as of September 27, 2007 by Pineapple House of Brevard, Inc., a Delaware corporation (the “Borrower”) and consented to by The Goldfield Corporation and Southeast Power Corporation (collectively the “Guarantors); is to be attached to and made a part of that certain Promissory Note dated November 18, 2005, made by Borrower to Branch Banking and Trust Company (the “Lender”) in the principal amount of Fourteen Million and No/100 Dollars ($14,000,000.00) (the “Note”) which Note is as therein set forth.

WHEREAS, there is due and owing under the above-described Note the principal sum of $6,292,199.15; and

WHEREAS, Borrower and Lender desire to amend the Note.

NOW, THEREFORE, the Promissory Note dated November 18, 2005 is amended as follows:

REPAYMENT. Interest only on the outstanding principal balance of the Note shall be payable monthly, commencing October 18, 2007, and continuing on the same day of each and every consecutive month thereafter until November 18, 2008, on which date the entire principal sum outstanding under this Note plus accrued interest shall become due and payable (the “Maturity Date”).

All other terms and conditions of said Promissory Note remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this document the year first above written.

BORROWER:
Pineapple House of Brevard, Inc.

By:   /s/   Stephen R. Wherry    
        Stephen R. Wherry, Vice President

GUARANTOR:                                                                     GUARANTOR:
The Goldfield Corporation                                                  Southeast Power Corporation

By:   /s/   Stephen R. Wherry                                                 By:   /s/   Stephen R. Wherry    
Stephen R. Wherry, Senior Vice                                               Stephen R. Wherry, Treasurer  
President  
LENDER:
Branch Banking & Trust Co.

By:   /s/   Lori A. Baldwin    
                       Lori A. Baldwin, Vice President      
 
 
 
 

Exhibit 10.3

MORTGAGE MODIFICATION/EXTENSION AGREEMENT

THIS MORTGAGE MODIFICATION/EXTENSION AGREEMENT (the “Agreement”) made and entered into this 27 th day of September, 2007, by and between Branch Banking and Trust Company, N.A. , (hereinafter referred to as “Mortgagee”), and Pineapple House of Brevard, Inc , (hereinafter referred to as “Mortgagor”).
 
W I T N E S S E T H:

WHEREAS, on or about November 18, 2005, the Mortgagor, as evidence of a loan made to it by Mortgagee in the principal amount of $14,000,000.00 executed and delivered to the Mortgagee its Promissory Note dated November 18, 2005, in the face amount of $14,000,000.00 ; and

WHEREAS, as security for payment of the Promissory Note, the Mortgagor executed and delivered to the Mortgagee a certain Mortgage (the “Mortgage”) dated November 18, 2005, and recorded in Official Records Book 5567 at Page 2467 of the Public Records of Brevard County, Florida; and

WHEREAS, the Mortgagor has requested the Mortgagee to extend the Promissory Note and the Mortgagee is willing to do so provided the Mortgagor executes and delivers to the Mortgagee (i) a Renewal Promissory Note evidencing the extension and (ii) this Agreement.

WHEREAS, the Mortgage and Note evidence an unpaid principal sum now outstanding amounting to Six Million Two Hundred Ninety Two Thousand One Hundred Ninety Nine Dollars and 15/100 ($6,292,199.15) which the Mortgagee at Mortgagors request has permitted Mortgagor to renew and modify as to manner of repayment by a Renewal Promissory Note (the “Renewal Note”) in favor of Mortgagee of even date herewith and the Mortgagor and Mortgagee desire to modify the terms of the Loan Documents.

NOW, THEREFORE, in consideration of mutual promises herein contained, the parties do hereby agree as follows:

1.   DEFINITIONS.   Unless expressly defined in this Agreement, all capitalized terms shall have the definitions set forth in the Mortgage.

2.   EXTENSION OF LOAN.   At the request of the Mortgagor, the Mortgagee has agreed to extend the loan evidenced by the Promissory Note, and, as evidence of said extension, the Mortgagor has executed and delivered to the Mortgagee its Renewal Promissory Note (the “Renewal Note”) dated the date hereof in the amount of $14,000,000.00 . The term “Note” shall hereafter mean and refer to the Promissory Note as renewed by the Renewal Note, as said Promissory Note may be amended, modified, renewed or substituted for from time to time.
3.   AMOUNTS DUE ON THE NOTE.   There is as of the date hereof due and owing to the Mortgagee on the Note the unpaid principal balance of $6,292,199.15 together with any accrued interest, with interest thereafter as set forth in the Note. The Mortgagor further states and agrees that said amounts are absolutely and unconditionally due and owing to the Mortgagee upon the Note and are not subject to any claims, counterclaims, defenses or other rights of offset whatsoever. To the extent the Mortgagor should have any claims, counterclaims, defenses or other rights of offset of any nature whatsoever, the Mortgagor in consideration of the renewal of the Promissory Note does hereby expressly waive any such claims, counterclaims, defenses or other rights of offset.

 
 
 
4.   MORTGAGE TO CONTINUE TO SECURE NOTE.   The Mortgage shall continue to secure the full and prompt payment of the Note (as extended by the Renewal Note and as the same may be amended, modified, renewed or substituted for from time to time in the future) in the same manner and upon the same conditions as if the Mortgage originally secured the full and prompt payment of Note.

5.   FUTURE AMENDMENTS TO NOTE.   As defined above, the term “Note” includes all future amendments, modifications, renewals or substitutions of the Note and as set forth above, the Mortgage shall further secure the Note as so amended, modified, renewed or substituted for from time to time. As such, should the Note at any time in the future be amended, modified, renewed or substituted for, the Mortgage shall continue to secure the loan evidenced thereby and it shall not be necessary to execute any further Modification or Extension Agreement of the Mortgage provided, however, nothing contained herein shall obligate the Mortgagee to agree to any further extension or modification in the future.

6.   RATIFICATION.   Except as expressly modified herein, all of the remaining terms and conditions of the Mortgage and assignment of Rents are hereby ratified and confirmed, and shall continue to remain in full force and effect. Nothing herein contained shall be construed to impair the priority or security afforded by the Mortgage or the Note secured hereby as herein modified.

7.   COMPLETE AGREEMENT.   This Agreement constitutes the complete agreement between the parties hereto and incorporates all prior discussions, agreements and representations made in regard to the matters set forth herein. This Agreement may not be amended, modified or changed except by writing signed by the party to be charged by said amendment, change or modification.

8.   SURVIVAL OF COMMITMENT LETTER.   This Agreement is being executed by Mortgagee and Mortgagor pursuant to the terms, conditions and covenants set forth in Mortgagee’s commitment letter to Mortgagor dated July 7, 2005 (the “Commitment Letter”). Mortgagor and Mortgagee hereby agree that the terms, conditions, and covenants of the Commitment Letter shall survive the closing of the Renewal Note and Mortgage Modification/Extension Agreement, and that a default under the Commitment Letter shall constitute a default with respect to the Mortgage and Renewal Promissory Note and Mortgage Modification/Extension Agreement thereof.

MORTGAGOR AND MORTGAGEE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE ENTERING INTO THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the day and year above written.
       
Signed, sealed and delivered Mortgagor:
in the presence of:
 
Pineapple House of Brevard, Inc
  /s/   Candace R. Sammons  
Witness:   Candace R. Sammons 
  /s/   Stephen R. Wherry  
Stephen R. Wherry, Vice President
 
  /s/   Daniel R. Monteau    
Witness:   Daniel R. Monteau
 
 
 


 
 
 
 
 
Mortgagee:
Branch Banking and Trust Company
/s/   Victoria Costa  
Witness:   Victoria Costa
  /s/   Lori A. Baldwin       
Lori A. Baldwin, Vice President
 
  /s/   Kathleen Lars  
Witness:   Kathleen Lars
 

STATE OF   FL    
COUNTY OF   Alachua    

The foregoing instrument was acknowledged before me this 27th day of September, 2007 by Stephen R. Wherry, as Vice President of Pineapple House of Brevard, Inc. who is   personally known to me or has produced       Florida Drivers License               as identification.

  /s/   Daniel R. Monteau    
Notary Public

STATE OF FLORIDA
COUNTY OF BREVARD

The foregoing instrument was acknowledged before me this 27th day of September, 2007 by Lori A. Baldwin as Vice President of Branch Banking and Trust Company who is personally known to me or has produced                   as identification.

  /s/   Victoria Costa    
Notary Public