Indeck Energy Services, Inc., and Subsidiaries - Page 29




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          contends that the agreement, in substance, was for a purchase               
          price of $15,030,000 for the shares plus $4,856,922 of interest             
          to compensate for the post-January 31, 1991, delay in payment.              
          Indeck’s contention is based, in part, on the Settlement                    
          Agreement’s description of the settlement payment in components             
          that correspond to the arbitrator’s $15,030,000 value for the               
          shares and his award of 10-percent interest on that amount                  
          commencing January 31, 1991.  Indeck also points to                         
          representations by Mr. Polsky’s attorneys to the Lake County                
          Circuit Court in connection with the settlement describing the              
          settlement payment as including “interest” at 10 percent from               
          January 31, 1991, on $15,030,000, which occurred after agreement            
          had been reached on the language in the Settlement Agreement                
          allocating the entire payment to “purchase price”.                          
               It is obvious that the Settlement Agreement was modeled in             
          substantial part on the arbitrator’s value for the shares and his           
          award of interest.  The question remains, however, whether the              
          parties’ use of the arbitration award as a model indicates that             
          they in substance agreed on a purchase price of $15,030,000 for             
          the shares plus $4,856,922 in interest, or simply a purchase                
          price equal to the total of the foregoing, as the Settlement                
          Agreement allocation indicates.                                             
               Indeck argues that the parties’ use of the arbitrator’s                
          award as a model for the settlement payment, and Mr. Polsky’s               






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