CARBONTRONICS, LLC

EX-10.14 3 dex1014.htm CARBONTRONICS, LLC AMENDMENT TO OPERATING AGREEMENT Carbontronics, LLC Amendment to Operating Agreement

Exhibit 10.14

 

CARBONTRONICS, LLC

 

Amendment to Operating Agreement

Admitting Subscriber as a Member

 

THIS AMENDMENT (“Amendment”) to the Operating Agreement of Carbontronics, LLC, a Delaware limited liability company (the “Company”), is made this          day of March, 1998, by and among C.C. Pace Capital, L.L.C., a Delaware limited liability company, Carbon Resources, Inc., a Delaware corporation, Meridian Energy Corporation, a Massachusetts corporation, Meridian Investments, Inc., a Massachusetts corporation, and Coal Investors, LLC, a Delaware limited liability company (each a “Member” and collectively the “Members”), and Gencor Industries, Inc. (the “Subscriber”).

 

The Members are parties to an Operating Agreement for the Company dated January 29, 1998 (the “Operating Agreement”). Any terms used in this Amendment which are defined in the Operating Agreement and are not defined herein shall have the meanings assigned to them in the Operating Agreement. The Subscriber has acquired an interest in the Company from the Company, and the remaining Members have agreed to admit the Subscriber as a Member and to modify the Operating Agreement as set forth herein.

 

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

 

1. Admission of Subscriber. The Subscriber is hereby admitted as a Member.

 

2. Amendment of Operating Agreement. The Operating Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with Exhibit A attached hereto. Except as specifically set forth herein, the Operating Agreement is hereby ratified and affirmed.


3. Consent to Agreement by Subscriber. The Subscriber hereby consents to and agrees to be bound by all the terms of the Operating Agreement, as amended by this Amendment.

 

4. Conflicting Terms. Wherever the terms and conditions of this Amendment and the terms and conditions of the Operating Agreement conflict, the terms of this Amendment shall be deemed to supersede the conflicting terms of the Operating Agreement.

 

5. Authorized Person. The Members authorize John F. Boc to execute such agreements and certificates in the Company’s name and on behalf of the Company as necessary or proper to effectuate the transactions contemplated hereby.

 

IN WITNESS WHEREOF, the parties have executed this Amendment under seal as of the day and year first above written.

 

C.C. PACE CAPITAL, L.L.C.

By Its Members:

C.C. PACE RESOURCES, INC.

By:

 

/s/ Timothy F. Sutherland

   

Name: Timothy F. Sutherland

   

Title: President

CHELSEA VIRGINIA, L.L.C.

By:

 

/s/ James R. Treptow

   

Name: James R. Treptow

   

Title: Managing Director

 

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CARBON RESOURCES, INC.

By:

 

/s/ Frederick J. Murrell

   

Name: Frederick J. Murrell

   

Title: President

MERIDIAN ENERGY CORPORATION

By:

 

/s/ Douglas E. Miller

   

Name: Douglas E. Miller

   

Title: President

MERIDIAN INVESTMENTS, INC.

By:

 

/s/ John F. Boc

   

Name: John F. Boc

   

Title: President

COAL INVESTORS, LLC

By Its Member:

   

/s/ John F. Boc

   

John F. Boc

     

GENCOR INDUSTRIES, INC.

By:

 

/s/ E.J. Elliott

   

Name:

   

Title: President

 

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EXHIBIT A

 

Member


   Member’s
Percentage


   

Amount of

Capital Contributions


C.C. Pace Capital, L.L.C.

4401 Fair Lakes Court

Suite 400

Fairfax, Virginia 22033

   20 %   $ 250.00

Carbon Resources, Inc.

111 3rd Ave., West

Suite 140

Bradenton. FL 34205

   20 %   $ 250.00

Meridian Energy Corporation

1266 Furnace Brook Parkway

Quincy, Massachusetts 02169

   13.6 %   $ 170.00

Meridian Investments, Inc.

1266 Furnace Brook Parkway

Quincy, Massachusetts 02169

   6.4 %   $ 80.00

Coal Investors, LLC

c/o Meridian Energy Corporation

1266 Furnace Brook Parkway

Quincy, Massachusetts 02169

   20 %   $ 250.00

Gencor Industries, Inc.

5201 N. Orange Blossom Trail

Orlando, FL 32810

   20 %    
 
 
CONSIDERATION FROM
LETTER AGREEMENT
DATED 1/10/98