Indeck Energy Services, Inc., and Subsidiaries - Page 16




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          interest on the unpaid portion to accrue at the Federal funds               
          rate.  Tax counsel retained by Mr. Polsky reviewed this draft and           
          suggested the elimination of the phrase “purchase price” as                 
          describing the $15,030,000 amount and of the term “interest” as             
          describing the 10-percent amount.  Instead, the tax counsel                 
          recommended that both amounts be listed as components of the term           
          “price”.                                                                    
               Another draft prepared by Indeck’s counsel and submitted to            
          Mr. Polsky’s counsel on May 5 or 6, 1994, described the payment             
          as follows:                                                                 
               Indeck * * * agrees to purchase * * * the thirty (30)                  
               shares of * * * stock * * * for a price computed as                    
               follows: (i) * * * $501,000 per share, for a purchase                  
               price of * * * $15,030,000 (the “Purchase Price”), and                 
               (ii) an amount determined by Ten Percent (10%) per                     
               annum on the purchase price of $15,030,000 from                        
               January 31, 1991 through April 13, 1994 (the                           
               “Interest”).  * * *                                                    
          As compared to the April 26 draft, this draft established                   
          “Purchase Price” and “Interest” as defined terms, and applied               
          “Purchase Price” to the $15,030,000 amount (hereafter “Component            
          (i)”), and “Interest” to the amount determined as 10-percent per            
          annum thereon from January 31, 1991, through April 13, 1994                 
          (hereafter “Component (ii)”).  Like the April 26 draft, this                
          draft also provided for a $10 million payment at closing and two            
          equal annual installments of the balance on which interest would            
          accrue at the Federal funds rate.  This draft also described the            







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