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G. Cedilla Invest. "Ben Energy Transactions"
On December 22, 1986, Cedilla Invest. purportedly purchased
certain IBM-manufactured computer equipment and peripherals from
Ben Energy Systems, Inc. (Ben Energy), for a stated purchase
price of $1,325,068. This equipment had been previously or
simultaneously acquired by Ben Energy from Horizon Leasing Corp.,
which entity had previously acquired the equipment from New
England Rare Coin Galleries, Inc. (in 1980), and previously or
simultaneously from Funding Systems International Corp. The
equipment/peripherals were all transferred subject to several end
user leases with various entities located in England.
The stated purchase price of $1,325,068 was, according to
the terms of the purchase agreement, payable as follows: $6,600
cash at the time of the execution of the agreement; a short-term
promissory note payable on May 15, 1987, in the amount of
$72,600; and a long-term, "limited recourse" promissory note in
the amount of $1,245,868.
Under the terms of the "limited recourse promissory note",
Cedilla Invest. was only personally liable during the times and
to the extent of the amounts referenced in schedule B annexed
thereto. Schedule B specifically provided that the payor's
(Cedilla Invest.'s) "maximum aggregate amount" of personal
liability was zero. Further, and also under the terms of the
long-term note, Cedilla Invest.'s only obligation with respect to
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