Estate of Emanuel Trompeter, Deceased, Robin Carol Trompeter Gonzalez and Janet Ilene Trompeter Polachek - Page 8

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          of its liabilities which otherwise were due.  These postponements           
          were done with the consent of the relevant creditor(s).                     
               When the decedent died, the Trust held 1,533.482 shares of             
          Sterling preferred stock.  On the decedent's Federal estate tax             
          return, the estate reported the applicable value of each share at           
          $10 and the total value at $15,335.  Approximately 13 months                
          after the date of valuation, Sterling informed its shareholders             
          that it was proposing to refinance and redeem the Sterling                  
          preferred stock in accordance with the purchase agreement.  In              
          order to secure the refinancing, Sterling proposed to redeem each           
          share of the Sterling preferred stock at $1,000, plus, in lieu of           
          the accrued dividends, 5-percent interest from the time that each           
          share was issued until the time that it was redeemed.  On                   
          January 17, 1994, after Ms. Trompeter and the coexecutors had               
          agreed to Sterling's redemption proposal, Sterling paid the                 
          Trust $1,947,845 in redemption of the 1,533.482 shares.  Of the             
          $1,947,845 amount, $414,363 was for "interest".                             
               At the time of the leveraged transaction, the California               
          Franchise Tax Board (CFTB) was auditing TEI's State tax                     
          liability.  In connection therewith, the decedent and Ms.                   
          Trompeter agreed to indemnify Sterling equally for:  (1) Any tax,           
          penalty, or interest arising from the audit, and (2) any other              
          tax liability of TEI that related to the period ending on or                
          before a stated date.  Estimated amounts for these liabilities              





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