Estate of Emanuel Trompeter, Deceased, Robin Carol Trompeter Gonzalez and Janet Ilene Trompeter Polachek, Co-Executors - Page 82

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          valuation date.  The T-bill rate was 2.954 for the week of                  
          September 14, 1992, and it was 2.9740 for the week of                       
          September 21, 1992.  The annualized inflation rate was 2.99                 
          percent for September 1992.                                                 
               As to the risk that Sterling would not meet its contractual            
          obligation to redeem its series A preferred stock, we believe               
          that a hypothetical buyer would have demanded minimal additional            
          compensation to accept such a risk under the facts herein.                  
          Pursuant to the certificate of designation, the hypothetical                
          buyer was already entitled to compensation for that risk in that,           
          in the event of a default, dividends would continue to accrue               
          daily at the annual rate of 12.5 percent on any share of series A           
          preferred stock that was not redeemed.  The hypothetical buyer              
          also was deemed to know on the applicable valuation date that               
          Sterling and its subsidiaries, with the consent of their                    
          creditors, had recently restructured certain of their debt and              
          had issued additional equity so as not to default on debt and so            
          that Sterling could redeem some of its other shares of stock.51             
          Specifically, on June 29, 1989, Sterling replaced $1.5 million of           


               51 Sterling’s consolidated group included itself and its               
          wholly owned subsidiaries Trompeter Electronics, Inc. (TEI),                
          Quality Components, Inc. (QCI), and TQ Management Company (TQM).            
          TEI, QCI, and Sterling were incorporated on Nov. 22, 1988, to               
          facilitate the March 1989 leveraged transaction described in                
          Trompeter I.  TQM was formed on Apr. 25, 1989, to perform                   
          managerial services for Sterling in relation to the operations of           
          TEI and QCI.                                                                





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