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After Atlantic consummated its agreement with European by
assigning its rights in the equipment, European sold its rights
to Carena, which then transferred its interest in the equipment
to Funding Systems International, which then entered into an
agreement with Pluto Leasing Corporation, a Mallin entity,
delivering the bill of sale in December 1979, to Pluto for the
various computer equipment. Under the purchase, Pluto obtained
FSAM's interest in all of the equipment which was subject to
prior leases made between Carena and others. The price
ostensibly to be paid by Pluto was $6,118,051.
On December 30, 1979, a purported purchase agreement was
executed on behalf of Cedilla Invest. and Pluto, pursuant to
which Pluto delivered a bill of sale in favor of Cedilla Invest.
The purchase price therefor was $6,118,051. The payment
provisions of this agreement included the execution by Cedilla
Invest., in favor of Pluto, of a limited-recourse promissory
note-security agreement in the amount of $5,928,051. Under this
agreement, the interest of Cedilla Invest. in the equipment was
subordinated to the interest of the underlying lessees (including
Funding), the lienholders, and the rights of Atlantic under a
residual agreement Cedilla Invest. entered into regarding the
original purchase of the equipment.
The limited-recourse promissory note contained a provision
for deferral which permitted the payor to defer any sums,
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