EXHIBIT 10.41
MASTER PURCHASE AGREEMENT
THIS MASTER PURCHASE AGREEMENT, dated as of July 31, 1998 (this
"Agreement"), by and between EQUALNET COMMUNICATIONS CORP., a Texas corporation
(the "Company"), and GENESEE FUND LIMITED - PORTFOLIO B, a British Virgin
Islands corporation, XXXXXX GROUP, LLC, a Texas limited liability company and
ADVANTAGE FUND LIMITED, a British Virgin Islands corporation (the "Buyers").
WITNESSETH:
WHEREAS, in connection with this Agreement, the Company and each of
the Buyers are entering into Note Purchase Agreements (the "Note Purchase
Agreements"), Note Purchase and Exchange Agreements (the "Note Purchase and
Exchange Agreements"), 6% Senior Secured Convertible Notes due 2001 and
Registration Rights Agreements, each dated as of the date hereof (collectively,
the "Transaction Agreements");
WHEREAS, the Company and the Buyers are executing and delivering this
Agreement and the Transaction Agreements as part of a loan to the Company in the
aggregate original principal amount of $2,800,000;
WHEREAS, it is the intent of the Company and each of the Buyers that
this Agreement and each of the Transaction Agreements shall constitute one
single agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Transaction Agreements and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Contemporaneous Execution. This Agreement and the Transaction Agreements
shall not become effective until (i) this Agreement and (ii) each
Transaction Agreement has been duly and validly executed by each of the
parties hereto and thereto, as the case may be.
2. Contemporaneous Closing. The closing of the transactions contemplated by
each of the Note Purchase Agreements and the Note Purchase and Exchange
Agreements shall be conditioned upon the satisfaction of all of the
conditions precedent to the closing of each of the other Note Purchase
Agreements and Note Purchase and Exchange Agreements.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
Company and each of the Buyers by their respective officers or other
representatives thereunto duly authorized as of July 31, 1998.
COMPANY:
EQUALNET COMMUNICATIONS CORP.
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
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Title: President
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BUYERS:
XXXXXX GROUP, LLC
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: President
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GENESEE FUND LIMITED -
PORTFOLIO B
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
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Title: President
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ADVANTAGE FUND LIMITED
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
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Title: President
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