Indeck Energy Services, Inc., and Subsidiaries - Page 9




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          to a due diligence financial review.  On September 24, 1991, Mr.            
          Forsythe, acting on behalf of Indeck, advised CMS Generation by             
          letter that Indeck’s obligation to cooperate with Mr. Polsky                
          under the Shareholders’ Agreement had expired and that, as a                
          shareholder, he was not interested in selling his shares of                 
          Indeck stock.                                                               
               Proceedings in the arbitration action brought by Mr. Polsky            
          had commenced in January 1991 and continued until May 1991.  Mr.            
          Polsky filed a post-arbitration brief in June 1991 in which he              
          contended that Indeck owed him the value of his shares as of the            
          June 1, 1993, expiration of his employment term under the                   
          Employment Agreement.  Mr. Polsky further contended that the                
          shares would have appreciated to a present value of $56.3 million           
          at that time, due to anticipated revenues from existing                     
          cogeneration contracts held by Indeck.  Alternatively, Mr. Polsky           
          argued that the January 31, 1991, PowerLink offer of $501,000 per           
          share set a floor but not a ceiling on the damages to which he              
          was entitled with respect to his Indeck stock.  (The August 6,              
          1991, CMS Generation offer of $75 million (or $750,000 per share)           
          was not presented to the arbitrator.)  In response, Indeck argued           
          that the arbitrator lacked jurisdiction with respect to the value           
          or sale of Mr. Polsky’s shares.                                             
               At a meeting in February 1991, Indeck’s board of directors             
          was advised by company counsel that if Mr. Polsky’s termination             






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