0001193125-06-031244 Sample Contracts

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CARBONTRONICS, LLC
Limited Liability Company Operating Agreement • February 14th, 2006 • Gencor Industries Inc • Construction machinery & equip • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is made and entered into as of January 29, 1998, by and among C.C. Pace Capital, L.L.C. (“C.C. Pace Capital”), a Delaware limited liability company, Carbon Resources, Inc., a Delaware corporation (“Carbon Resources”), Meridian Energy Corporation, a Massachusetts corporation (“Meridian Energy”), Meridian Investments, Inc., a Massachusetts corporation (“Meridian Investments”), and Coal Investors, LLC, a Delaware limited liability company (“Coal Investors”).

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PURCHASE AND SALE AGREEMENT between CARBONTRONICS SYNFUELS INVESTORS, L.P., as Buyer and CARBONTRONICS, LLC, as Seller Dated as of June 16, 1998
Purchase and Sale Agreement • February 14th, 2006 • Gencor Industries Inc • Construction machinery & equip • Delaware

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 16, 1998, between CARBONTRONICS SYNFUELS INVESTORS, L.P., a Delaware limited partnership (the “Partnership”), and CARBONTRONICS, LLC, a Delaware limited liability company (the “Seller”).

THIRD AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CARBONTRONICS, LLC
Limited Liability Company Operating Agreement • February 14th, 2006 • Gencor Industries Inc • Construction machinery & equip

This Third Amendment (this “Amendment”) to the Limited Liability Company Operating Agreement of Carbontronics, LLC, a Delaware limited liability company (the “Company”) is made as of June 16, 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, Coal Investors, LLC, a Delaware limited liability company and Gencor Industries, Inc. (“Gencor”), a Delaware corporation (each, a “Member” and collectively, the “Members”).

CARBONTRONICS, LLC Amendment to Operating Agreement Admitting Subscriber as a Member
Operating Agreement • February 14th, 2006 • Gencor Industries Inc • Construction machinery & equip

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”).

CARBONTRONICS, LLC Second Amendment to Operating Agreement
Operating Agreement • February 14th, 2006 • Gencor Industries Inc • Construction machinery & equip

THIS AMENDMENT (“Amendment”) to the Operating Agreement of Carbontronics, LLC a Delaware limited liability company (the “Company”), is made this 2nd day of April, 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, Coal Investors, LLC, a Delaware limited liability company and Gencor Industries, Inc. (each a “Member” and collectively the “Members”). The Members are parties to an Operating Agreement for the Company dated January 29, 1998, as amended (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.

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