Estate of Emanuel Trompeter, Deceased, Robin Carol Trompeter Gonzalez and Janet Ilene Trompeter Polachek - Page 6

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          value of that share and would remain a part thereof until the               
          dividends were paid.  The decedent and Ms. Trompeter were                   
          entitled, subject to minimal restrictions, to exchange their                
          Sterling preferred stock for Sterling's 8-1/2 percent/12-1/2                
          percent subordinated debentures due December 31, 1995.                      
               At designated intervals, Sterling was required by the                  
          purchase agreement (the purchase agreement) underlying the                  
          Sterling preferred stock to redeem shares of the stock at $1,000            
          per share plus accrued dividends.2  Sterling had to use its "best           
          efforts" to redeem 1,000 shares of the Sterling preferred stock             
          on December 31, 1991, and another 1,000 shares on December 31,              
          1992.  Sterling had a mandatory obligation to redeem 1,000 shares           
          of the Sterling preferred stock on each December 31, 1993 through           
          1995.  Redemptions and payments of dividends were prohibited                
          during any period of default on Sterling's senior debt.                     
          Redemptions and payments of dividends were also prohibited by               
          provisions set forth in Sterling's senior debt and senior                   
          subsidiary debt agreements.  These provisions generally tied a              
          redemption to Sterling's profitability as shown in its                      
          consolidated income statement.  Sterling's 1990 through 1992                

               2 The number of shares to be redeemed from each holder of              
          Sterling preferred stock would equal the product of the total               
          number of shares of Sterling preferred stock redeemed on that               
          date multiplied by a fraction.  The fraction's numerator equaled            
          the total number of shares of Sterling preferred stock then held            
          by that holder.  The fraction's denominator equaled the total               
          number of shares of Sterling preferred stock then outstanding.              




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