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proceedings were conducted in the Lake County Lawsuit. Trial
commenced on April 12, 1994. Immediately following the first
witness’s testimony, the trial judge made the following
observation to Indeck’s trial counsel with respect to Indeck’s
obligation to give reasonable assistance under the Shareholders’
Agreement to potential purchasers of its stock solicited by Mr.
Polsky:
I’m not sure that this isn’t as a matter of law
interference with the contract. * * *
* * * * * * *
it just jumps out at the Court that this may well be
failure to give reasonable assistance as a matter of
law. * * *
Based on the trial judge’s comments, Indeck’s trial counsel
concluded that Indeck’s strategy should be to seek settlement.
Indeck and Mr. Polsky’s counsel commenced settlement discussions
on that day, which continued on April 13. On the afternoon of
April 13, counsel for Indeck and Mr. Polsky appeared before the
court to describe the basis for their settlement. Indeck’s
counsel described the settlement’s terms as requiring, inter
alia, a payment by Indeck to Mr. Polsky of $10 million on or
before May 15, 1994, followed by two additional payments of $5
million each on May 1, 1995 and 1996, respectively, with interest
accruing at the Federal funds rate on the unpaid amounts. The
settlement was further described by Indeck’s counsel as:
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