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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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