CARBONTRONICS, LLC Amendment to Operating Agreement Admitting Subscriber as a Member

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 X.X. Xxxx 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 Xxxx X. 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.

X.X. XXXX CAPITAL, L.L.C. By Its Members:
X.X. XXXX RESOURCES, INC.
By:		/s/ Xxxxxxx X. Xxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxx
		Title: President
CHELSEA VIRGINIA, L.L.C.
By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Managing Director

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CARBON RESOURCES, INC.
By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxx
		Title: President
MERIDIAN ENERGY CORPORATION
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President
MERIDIAN INVESTMENTS, INC.
By:		/s/ Xxxx X. Boc
		Name: Xxxx X. Boc
		Title: President
COAL INVESTORS, LLC
By Its Member:
		/s/ Xxxx X. Boc
		Xxxx X. Boc
GENCOR INDUSTRIES, INC.
By:		/s/ X.X. Xxxxxxx
		Name:
		Title: President

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EXHIBIT A

Member		Member’s Percentage			Amount of Capital Contributions
X.X. Xxxx Capital, L.L.C. 0000 Xxxx Xxxxx Xxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000		20	%		$	250.00
Carbon Resources, Inc. 000 0xx Xxx., Xxxx Xxxxx 000 Xxxxxxxxx. XX 00000		20	%		$	250.00
Meridian Energy Corporation 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000		13.6	%		$	170.00
Meridian Investments, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000		6.4	%		$	80.00
Coal Investors, LLC c/o Meridian Energy Corporation 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000		20	%		$	250.00
Gencor Industries, Inc. 0000 X. Xxxxxx Xxxxxxx Xxxxx Xxxxxxx, XX 00000		20	%			CONSIDERATION FROM LETTER AGREEMENT DATED 1/10/98