Model

Exhibit 10-4

July 16, 2012

The Goldfield Corporation

Steve Wherry, Senior Vice President

1684 West Hibiscus Blvd.

Melbourne, FL 32901

Mr. Wherry:

Please accept this correspondence as approval of the waiver requested in the attached letter pertaining to the loan agreements between The Goldfield Corporation and Branch Banking and Trust Company and between Southeast Power Corporation and Branch Banking and Trust Company. This waiver would pertain only to extent that it would allow for the transaction described in the attached letter and with the provision that this financing closes prior to July 31, 2012.

This waiver is contingent upon the following:

It is anticipated that Caterpillar Finance would consider their financing purchase money financing and as such would not require the subordination of our security interest in the collateral they would use to secure their debt. Please note however that the bank would be willing to execute documentation to subordinate our lien position on the newly purchased equipment described in the attached exhibit A upon acceptable review of such documentation by our legal counsel. Southeast Power/Goldfield would be expected to reimburse the bank for any costs associated with such a documentation review.

Please contact me at ###-###-#### with any questions or concerns regarding this waiver.

July 5, 2012

Barry Forbes

Senior Vice President

Branch Banking and Trust Company

6905 N. Wickham Rd., Ste 200

Melbourne, FL 32940

Dear Barry:

As previously discussed, Caterpillar Financial Services Corporation has offered to provide approximately $8.23 million in financing for equipment we are purchasing from Ring Power Corporation. Under the terms of this financing arrangement, Caterpillar is providing 100% financing of the total of the Ring Power invoices plus any documentary stamps and fees over a 48 month term at 3.45% Fixed APR. Caterpillar will hold a first lien on all vehicles and equipment (via UCC filing) acquired from Ring Power under this transaction as noted on the attached schedule and The Goldfield Corporation will provide a Corporate Guaranty.

Accordingly, we respectfully request BB&T waive the $500,000.00 debt limitation as written in our three existing loan agreements as follows:

“Additional debt not to exceed $500,000.00 in the aggregate at any time”

$6.94M Loan Agreement dated 2/22/11 – Item 6.2 (e)

$1.5M Loan Agreement dated 4/17/12 – Item 6.2 (d)

$5.0M Loan Agreement dated 4/17/12 – Item 6.2 (d)

We would appreciate confirmation of these waiver requests in writing on the above referenced loans as soon as possible.

If you have any questions, please feel free to contact me.

		Southeast Power Corporation