Indeck Energy Services, Inc., and Subsidiaries - Page 8




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          1, 1993, the expiration of his term of employment under the                 
          Employment Agreement.                                                       
               Mr. Polsky also began soliciting potential purchasers for              
          Indeck’s outstanding stock in an attempt to set a value for his             
          shares under the third-party offer provisions of the                        
          Shareholders’ Agreement.  As a result of Mr. Polsky’s efforts, on           
          November 9, 1990, PowerLink Corp. (PowerLink), the subsidiary of            
          a private utility holding company with assets of $2.5 billion,              
          offered to purchase all 100 of Indeck’s outstanding shares from             
          its shareholders at a price of $1 million per share, subject to             
          certain contingencies and a due diligence financial review.                 
          PowerLink revised its offer to $501,000 per share in a letter to            
          Indeck received on January 31, 1991.  After Indeck’s board of               
          directors reviewed PowerLink’s offer, Mr. Forsythe wrote to                 
          PowerLink on February 6, 1991, stating that shareholders owning             
          more than 50 percent of Indeck’s outstanding common stock had               
          advised the board that they were unwilling to sell their shares.            
          On February 14, 1991, PowerLink advised Mr. Polsky by letter that           
          its offer to purchase Indeck’s outstanding shares had not been              
          accepted and had expired.                                                   
               As a result of further efforts by Mr. Polsky, CMS Generation           
          Co. (CMS Generation), the subsidiary of a private utility company           
          with $8 billion in assets, made an offer on August 6, 1991, to              
          purchase the outstanding stock of Indeck for $75 million subject            






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