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Shareholders’ Agreement. Thus, we believe the settlement could
be expected to reflect Indeck’s exposure in the Lake County
Lawsuit to the higher share values asserted there by Mr. Polsky
(as compared to the $501,000 per share value awarded by the
arbitrator and on appeal in the Cook County Lawsuit). Moreover,
a plausible inference, if Indeck had failed to give reasonable
assistance as the judge in the Lake County Lawsuit opined, would
be that Indeck’s failure to cooperate had tainted the third-party
offer process and depressed the offer prices of PowerLink and CMS
Generation. It would follow that the $15,030,000 value for the
shares awarded by the arbitrator was too low. In any event, we
are persuaded that, in practical terms, Mr. Polsky was in a
superior bargaining position in the settlement negotiations,
suggesting that he could obtain a value for his shares reflecting
the higher claims advanced in the Lake County Lawsuit, rather
than the $15,030,000 awarded by the arbitrator based on the
PowerLink offer. In addition, nowhere in his pleadings in the
Lake County Lawsuit did Mr. Polsky claim entitlement to 10-
percent per annum interest on $15,030,000 commencing January 31,
1991.
Based on the foregoing, we are persuaded that in the
settlement Mr. Polsky was well positioned to obtain a $19,886,922
purchase price for his shares and in substance did so, and that
the arbitrator’s award served merely as a formula for arriving at
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