EXHIBIT 6
SECURITIES LOAN AGREEMENT
This Securities Loan Agreement (the "Agreement") is made as of the 24th
day of February, 2000, between Xxxxx X. Mas Xxxxxx Holdings I Limited
Partnership, as lender (the "Lender"), and Xxxxx Mas, as borrower (the
"Borrower").
Borrower and Lender acknowledge that pursuant to this Agreement, Lender
has delivered to the U.S. Underwriters on behalf of Borrower in accordance with
the Underwriting Agreement 375,000 shares of common stock of MasTec, Inc. (the
"Shares") represented by the certificate(s) identified on Exhibit A attached
hereto. The Shares are loaned (the "Loan") by Lender to Borrower pursuant to
this Agreement upon the following terms. Lender acknowledges the receipt of
$30,000 paid by Borrower to Lender as a premium for the Loan. The purpose of the
Loan is to provide the Shares to Borrower for delivery for sale by Borrower in
accordance with the Underwriting Agreement.
1. TRANSFER OF RIGHTS. Borrower may sell, assign, convey and transfer
all (but not personally possess or exercise any) rights incident to the Shares,
and ownership thereof, including (without limitation) the rights, if any, to
vote (and give proxies to vote) the Shares at any meeting of shareholders, to
sell, pledge or hypothecate the Shares upon any terms and conditions, to receive
and have sole use and benefit of all dividends and other distributions accruing
or declared with respect to the Shares after the date of this Agreement, and all
other rights, powers, offices and privileges of an owner of the Shares as the
same exist without reference to this Agreement.
2. RETURN OF STOCK. Borrower will return pursuant to this Agreement
(the "return") identical securities to Lender within five days after Lender's
demand given to Borrower pursuant to this paragraph.
3. ADDITIONAL PAYMENTS. Borrower will also pay to Lender from time to
time but not later than five days after Lender's demand given to Borrower
amounts equivalent to all interest, dividends, and other distributions (other
than identical securities) which the owner of identical securities subject to
return from time to time pursuant to the preceding paragraph is entitled to
receive during the period beginning on the date of this Agreement and ending
with the return of such securities pursuant to the preceding paragraph.
4. LENDER'S RISK AND GAIN. This Agreement shall not reduce the Lender's
risk of loss or opportunity for gain with respect to the identical securities.
This Agreement is intended to satisfy the requirements of ss.1058(b) of the Code
and of any Treasury Regulations promulgated thereunder. This Agreement shall be
interpreted, construed and applied in accordance with the intent expressed in
the two immediately preceding sentences.
5. SECURITY. Within five days after Lender's demand given to Borrower
from time to time, Borrower shall deliver as collateral security for the Loan
(the "pledge"), upon such reasonable terms as Lender shall specify, cash or
identical securities (as specified by Borrower) in such amount which together
with any other collateral pledged by Borrower pursuant to this paragraph does
not exceed the fair market value of such identical securities as would then be
subject to return to Lender if Lender then made demand for the full and final
return of identical securities pursuant to paragraph 2.
6. FURTHER COOPERATION. Each of Borrower and Lender agree to execute
and deliver such documents and instruments, including modifications of this
Agreement, as the other may
reasonably request to further accomplish the Loan, the return, the pledge, and
the intentions expressed in paragraph 4.
7. DEFINITIONS. In this Agreement,
a. The "Code" means the Internal Revenue Code of 1986,
as amended, and reference to any section of the Code
includes reference to any successor provisions of the
Code corresponding to such section.
b. The term "identical securities" means 375,000 shares
of common stock of MasTec, Inc., provided, if prior
to the return there is a merger, recapitalization or
reorganization of the issuer of identical securities,
any securities issued with respect to or in exchange
for identical securities pursuant to such merger,
recapitalization or reorganization shall also be
identical securities.
c. The term "securities" has the meaning given such term
in ss.1236(c) of the Code.
d. The "Underwriting Agreement" means that certain
agreement dated February ___, 2000, among MasTec,
Inc., the Borrower, and Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxxxxx & Company, Inc., and Xxxxxx
Xxxxxx & Company, Inc., as representatives of the
several underwriters, concerning the sale of shares
of common stock of MasTec, Inc.; and the term "U.S.
Underwriters" has the same meaning as in the
Underwriting Agreement.
8. NOTICES. All notices, demands or requests provided for or permitted
to be given pursuant to this Agreement must be in writing and shall be delivered
or sent by personal delivery or overnight delivery service to the parties as
follows:
Borrower: Xxxxx Mas
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Lender: Xxxxx X. Mas Xxxxxx Holdings I Limited Partnership
0000 Xxxx 0xx Xxxxxx
Xxxxxx, Xxxxx 00000
A notice shall be deemed given one day after its delivery to the address for the
respective party as provided in this paragraph. Any person may change his
address, and additional persons may be added, by notifying all of the other
parties in writing in the manner set forth.
9. REMEDIES. In addition to any remedies which may be provided in this
Agreement, or by law, in the event of a breach of this Agreement by any party,
the other party shall have the right of specific performance. In the event of
any dispute or litigation between the parties to enforce the provisions of, or
with respect to this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees and court costs, including those for appellate
proceedings and for paralegals and similar persons.
10. ENTIRE AGREEMENT. This Agreement contains the sole and entire
agreement between the parties with respect to its subject matter and supersedes
any and all other prior written or oral agreements between them with respect to
such subject matter.
11. AMENDMENT. No amendment or modification of this Agreement shall be
valid unless in writing and duly executed by the parties affected by the
amendment or modification.
12. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective representatives, successors and
assigns.
13. GOVERNING LAW. Subject to paragraph 4., this Agreement and the
interpretation of its terms shall be governed by the laws of the State of
Florida, without application of conflicts of law principles.
The parties have executed this Agreement as of the date set forth
above.
XXXXX X. MAS XXXXXX HOLDINGS I
LIMITED PARTNERSHIP, lender
By: Xxxxx X. Mas Xxxxxx Holdings Corporation,
general partner
By: /s/ Xxxx Xxxxxx Mas
------------------------------------------
Xxxx Xxxxxx Mas, its Vice President
/s/ Xxxxx Mas
------------------------------------------
Xxxxx Mas, Borrower
EXHIBIT A
The following certificates representing shares of common stock of
MasTec, Inc. have been delivered hereunder by Lender on behalf of Borrower in
accordance with the Underwriting Agreement:
CERTIFICATE NO(S). SHARES
MAS 11318 100,000
MAS 11291 275,000
Witness our signatures.
XXXXX X. MAS XXXXXX HOLDINGS I
LIMITED PARTNERSHIP, Lender
By: Xxxxx X. Mas Xxxxxx Holdings Corporation,
general partner
By:
------------------------------------------
Xxxx Xxxxxx Mas, its Vice President
------------------------------------------
Xxxxx Mas, Borrower
