EX-4.1






Exhibit 4.1





FORM OF NEGOTIABLE SUBORDINATED CONVERTIBLE NOTE




THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO THE SENIOR INDEBTEDNESS (AS DEFINED HEREIN),
PURSUANT TO THE TERMS AND CONDITIONS CONTAINED HEREIN.



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
ACT.



THE SALE OR OTHER DISPOSITION OF ANY OF THE SECURITIES REPRESENTED BY THIS NOTE IS RESTRICTED BY A
CERTAIN STOCK PURCHASE AGREEMENT, AS AMENDED FROM TIME TO TIME, BY AND AMONG THIS COMPANY, MASTEC,
INC., WANZEK CONSTRUCTION, INC., TRUST B UNDER THE AMENDED AND RESTATED LIVING TRUST OF LEO WANZEK
DATED FEBRUARY 2, 2000, JANET L. WANZEK, WANZEK CONSTRUCTION 2008 IRREVOCABLE TRUST, JON L.
WANZEK, AND JON L. WANZEK 2008 TWO-YEAR IRREVOCABLE ANNUITY TRUST. A COPY OF THE STOCK PURCHASE
AGREEMENT IS AVAILABLE FOR INSPECTION DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE
OFFICE OF THIS COMPANY AND WILL BE FURNISHED TO THE RECORD HOLDER OF THIS NOTE WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.



NEGOTIABLE SUBORDINATED CONVERTIBLE NOTE




			
	 	 	 
	Coral Gables, Florida	 	 
	December      , 2008
	 	$          






     FOR VALUE RECEIVED, MASTEC NORTH AMERICA, INC. (the “Company”), hereby promises to pay to the
order of                                (“Holder”), the principal amount of                               
($                    ) on December      , 2013 (the “Maturity Date”), and to pay interest on the unpaid
principal balance hereof at the rate of eight percent (8%) per annum from the date hereof (the
“Issuance Date”). The principal balance of this Note shall be payable pursuant to Section
1.a. Interest on this Note shall accrue and be payable pursuant to Section 1.b.
Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the
Stock Purchase Agreement, dated as of October 4, 2008, as subsequently amended, by and among the
Company, MasTec, Inc., a Florida corporation (the “Guarantor”), Wanzek Construction, Inc., a North
Dakota corporation, Trust B under the Amended and Restated Living Trust of Leo Wanzek dated
February 2, 2000, a North Dakota
trust, Janet L. Wanzek, a North Dakota resident, Wanzek Construction 2008 Irrevocable Trust, a
North Dakota trust, Jon L. Wanzek, a North Dakota resident (“Jon”), Jon L. Wanzek 2008 Two-Year
Irrevocable Annuity Trust, a North Dakota trust, and Jon, as Sellers’ Representative.



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     1. Payments of Principal and Interest. Subject to the provisions of Section 15 hereof:



          a. Payment of Principal. The principal balance of this Note shall be paid to the
Holder hereof on the Maturity Date. The Company shall not prematurely pay or prepay any
outstanding principal balance to the Holder, except pursuant to Section 3.



          b. Payment of Interest. Interest on the unpaid principal balance of this Note shall
accrue at a rate of eight percent (8%) per annum commencing on the Issuance Date. Interest shall
be paid each April ___, August ___, and December ___, commencing April ___, 2009, during the term of
this Note.



          c. General Payment Provisions. All payments of principal and interest on this Note
shall be made in lawful money of the United States of America by wire transfer of immediately
available funds to such account as the Holder may from time to time designate by written notice to
the Company in accordance with the provisions of this Note. Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a Business Day, the same shall instead
be due on the next succeeding day which is a Business Day and, in the case of any interest payment
date which is not the date on which this Note is paid in full, the extension of the due date
thereof shall not be taken into account for purposes of determining the amount of interest due on
such date.



     2. Conversion of Note. This Note shall be convertible into shares of the Guarantor’s
common stock, par value $.10 per share (the “Common Stock"), on the terms and conditions set forth
in this Section 2.



          a. Certain Defined Terms. For purposes of this Note, the following terms shall have
the following meanings:



               i. “Conversion Amount” means the sum of (A) the principal amount of this Note to be converted,
plus (B) all accrued and unpaid interest.



               ii. “Conversion Price” means $12 per share of Common Stock.



               iii. “Family Group” means Jon and his spouse, their siblings, parents and descendants (whether
natural or adopted) and any trust formed and maintained solely for the benefit of such persons.



               iv. “Minimum Conversion Amount” means a minimum principal amount of $5,500,000.



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               v. “Transfer Agent” means [Insert].



          b. Conversion Right. At any time or times on or after the Issuance Date, the Holder
shall be entitled to convert, any part equal to or in excess of the Minimum Conversion Amount of
the outstanding and unpaid principal amount of this Note into fully paid and nonassessable shares
of Common Stock at the Conversion Rate (as defined below).



          c. Treatment of Accrued Interest Upon Conversion. Upon any conversion pursuant to
subsection b of this Section 2, the accrued and unpaid interest outstanding on the
date of conversion (the “Conversion Date”) shall be converted into fully paid and nonassessable
shares of Common Stock at the Conversion Rate.



          d. Fractional Shares. No fractional shares of Common Stock shall be issued upon any
conversion. If a conversion would result in the issuance of a fraction of a share of Common Stock,
the number of shares of Common Stock to be issued upon such conversion shall be rounded down to the
nearest whole share.



          e. Conversion Rate. The number of shares of Common Stock issuable upon conversion of
this Note pursuant to subsection b of this Section 2 shall be determined according
to the following formula (the “Conversion Rate”):



Conversion Amount

Conversion Price




          f. Mechanics of Conversion. The conversion of this Note shall be conducted in the
following manner:



               i. Holder’s Delivery Requirements. To convert this Note into shares of Common Stock
pursuant to subsection b of this Section 2, the Holder shall (A) transmit by
facsimile (or otherwise deliver) a copy of a fully executed notice of conversion in the form
attached hereto as Exhibit I (a “Conversion Notice”) to the Company and (B) surrender to the
Company the original Note.



               ii. Conversion. Upon receipt of a Conversion Notice and the original Note by the
Company in accordance with Section 2.f.i, the Company shall instruct the Transfer Agent to
process such Conversion Notice in accordance with the terms herein. Upon receipt by the Transfer
Agent of a copy of the executed Conversion Notice, the Transfer Agent shall, not later than the
third Business Day following the date of receipt, issue and surrender to a common carrier for
overnight delivery to the Holder, a certificate, issued in the name of the Holder for the number of
shares of Common Stock to which the Holder shall be entitled. If less than the principal amount of
this Note is submitted for conversion, then the Company shall, as soon as practicable and in no
event later than three Business Days after receipt of the Note and at its own expense, issue and
deliver to the Holder a new Note for the outstanding principal amount not converted.



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               iii. Record Holder. As of the Conversion Date, the Holder shall be treated for all
purposes as the record holder of the shares of Common Stock to be issued on such date.



               iv. Termination of Accrued Interest. Upon the Company’s receipt of any Conversion
Notice, no further interest shall accrue with respect to the principal amount to be converted
pursuant to such notice.



          g. Taxes. The Holder shall pay any and all taxes that may be payable with respect to
the issuance and delivery of Common Stock upon the conversion of this Note.



          h. Adjustments to Conversion Price. The Conversion Price will be subject to
adjustment from time to time as provided in this Section 2.h.



               i. Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If
the Guarantor at any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. If the
Guarantor at any time combines (by combination, reverse stock split or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination will be proportionately increased.



               ii. Notices. Immediately upon any adjustment of the Conversion Price, the Company
will give written notice thereof to Holder setting forth in reasonable detail, and certifying, the
calculation of such adjustment.



          i. Limitation on Beneficial Ownership. The Holder shall not have the right to convert
this Note pursuant to Section 2.b to the extent that after giving effect to such conversion
the Holder (together with such Person’s affiliates) would beneficially own 10% or more of the
outstanding shares of the Common Stock following such conversion. For purposes of this Section
2.i, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary contained
herein, each Conversion Notice shall constitute a representation by the Holder that, after giving
effect to such Conversion Notice, the Holder will not beneficially own (as determined in accordance
with this Section 2.i) a number of shares of Common Stock equal to 10% or more of the
outstanding shares of Common Stock as reflected in the Company’s most recent Form 10-Q or Form
10-K, as the case may be, or more recent public press release or other public notice by the Company
setting forth the number of shares of Common Stock outstanding, but after giving effect to any
conversions of this Note since the date as of which such number of outstanding shares of Common
Stock was reported.



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     3. Company’s Right to Redeem. Subject to the terms and conditions of this Section
3, and to the provisions of Section 15 hereof, if at any time following the one year
anniversary of the Issuance Date the average of the daily closing prices during any thirty
(30) calendar day period of the Common Stock on the New York Stock Exchange is at least $16 per
share, the Company shall at any time, be entitled to redeem this Note by payment of the principal
balance, plus accrued but unpaid interest (the “Redemption Price”).



          a. Notice of Redemption. The Company shall exercise its right to redeem by delivering
sixty (60) days prior written notice (“Notice of Redemption”) to the Holder.



          b. Payment of Redemption Price. If the Holder does not elect to convert this Note on
or prior to the 60th day following the Company’s delivery of a Notice of Redemption, the
Holder shall deliver the original Note to the Company and upon receipt thereof, the Company shall
pay the Redemption Price to the Holder in cash by wire transfer.



          c. Termination of Accrued Interest. Upon the Company’s delivery of any Notice of
Redemption, no further interest shall accrue with respect to the principal amount to be converted
pursuant to such notice.



     4. Reservation of Shares. The Company shall cause the Guarantor to at all times, so long
as any principal amount of this Note is outstanding, reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this
Note, such number of shares of Common Stock as shall at all times be sufficient to effect the
conversion of all of the principal amount of this Note then outstanding.



     5. Voting Rights. The Holder shall have no voting rights, except as required by law and
as expressly provided in this Note.



     6. Defaults and Remedies.



          a. Events of Default. An “Event of Default” is: (i) default for thirty (30) days in
payment of interest on this Note; (ii) default in payment of the principal amount of this Note when
due; (iii) failure by the Company for thirty (30) days after notice to it to comply with any other
material provision of this Note; (iv) if the Company or Guarantor pursuant to or within the meaning
of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for
relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or
for all or substantially all of its property; (D) makes a general assignment for the benefit of its
creditors; or (E) admits in writing that it is generally unable to pay its debts as the same become
due; (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(1) is for relief against the Company or Guarantor in an involuntary case; (2) appoints a Custodian
of the Company or Guarantor or for all or substantially all of its property; or (3) orders the
liquidation of the Company or Guarantor, and the order or decree remains unstayed and in effect for
thirty (30) days; (vi) any Event of Default as defined in that certain Indenture, dated January 31,
2007, by and among Guarantor, certain of Guarantor’s subsidiaries and U.S. Bank National
Association, as amended from time to time; or (vii) any Event of Default as defined in that certain
Second Amended and Restated Loan and Security
Agreement dated July 29, 2008, by and among MasTec, Inc., certain of its subsidiaries, Bank of
America, N.A., as collateral and administrative agent (“Agent”) and General Electric Capital
Corporation, as syndication agent (the “Loan Agreement”). The Term “Bankruptcy Law” means Title
11, U.S. Code, or any similar federal or state law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.



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          b. Remedies. If an Event of Default occurs and is continuing, the Holder may declare
all of this Note, including any interest and other amounts due, to be due and payable immediately,
except that in the case of an Event of Default arising from events described in clauses (iv) or (v)
of Section 6.a, this Note shall become due and payable without further action or notice.



     7. Amendment. This Note and any provision hereof may only be amended by an instrument in
writing signed by the Company and the Sellers’ Representative.



     8. Lost or Stolen Notes. Upon receipt by the Company of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft
or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably
acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of this
Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially
the same form as this Note; provided, however, the Company shall not be obligated to re-issue a
Note if the Holder contemporaneously requests the Company to convert such remaining principal
amount into Common Stock.



     9. Cancellation. After all principal and accrued interest at any time owed on this Note
has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to
the Company for cancellation and shall not be reissued.



     10. Waiver of Notice. To the extent permitted by law, the Company hereby waives demand,
notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.



     11. Governing Law; Submission to Jurisdiction. THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA OTHER THAN CONFLICT OF
LAWS PRINCIPLES THEREOF DIRECTING THE APPLICATION OF ANY LAW OTHER THAN THAT OF FLORIDA. COURTS
WITHIN THE STATE OF FLORIDA (LOCATED WITHIN THE COUNTY OF MIAMI-DADE) WILL HAVE EXCLUSIVE
JURISDICTION OVER ALL DISPUTES BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS NOTE. THE
PARTIES HEREBY CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. EACH OF THE
PARTIES WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY CLAIM THAT (A) SUCH PARTY IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF SUCH COURTS; (B) SUCH PARTY AND SUCH PARTY’S PROPERTY ARE
IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS; OR (C) ANY LITIGATION COMMENCED IN SUCH COURTS
IS BROUGHT IN AN INCONVENIENT FORUM.



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     12. Waiver of Jury Trial. THE COMPANY AND HOLDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.



     13. Failure or Indulgence Not Waiver. No failure or delay on the part of this Note in the
exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.



     14. Transfer of Note. The Holder may sell or otherwise transfer this Note in whole or in
part; provided that any transfer in part shall be for a portion of this Note with a principal
balance of no less than $11 million with the portion retained by Holder to also have a principal
amount of no less than $11 million. If less than the full principal amount of this Note is
transferred, then the Company shall, upon receipt of this Note from the Holder, as soon as
practicable and in no event later than three Business Days after receipt of the Note and at its own
expense, issue and deliver to (i) the transferee, a new Note for the outstanding principal amount
transferred and (ii) the Holder a new Note for the outstanding principal amount not transferred.
The Holder and any assignee of this Note in whole or in part shall be deemed to have acquired the
Note and the indebtedness evidenced hereby with full knowledge and subject to the terms and
provisions of Section 15 below, and the Company and the Holder (or assignee) shall provide prompt
written notice to Agent of any such assignment.



     15. Subordination.



          a. The Holder (together with the Holder’s successors and permitted assigns) hereby irrevocably
postpones and subordinates receipt of payment and the performance of the indebtedness of the
Company to the Holder represented by this Note (the “Subordinated Indebtedness”) to and in favor of
receipt, payment in full, and performance in full of all Obligations (as defined in the Loan
Agreement) of the Company and the other borrowers party to the Loan Agreement to Agent and Lenders
under the Loan Agreement and any amendments, modifications and restatements thereof, and any other
indebtedness incurred by the Company in replacement thereof (the “Senior Indebtedness”), subject to
the provisions of clause (b) hereof relating to payments on the Subordinated Indebtedness that are
permitted to be made to the extent and under the circumstances set forth in clause (b).



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          b. So long as no Default or Event of Default (as defined in the Loan Agreement) has occurred
and no Default Notice (as defined below) has been delivered to the Holder, the Company is entitled
to pay and the Holder is entitled to receive, only (i) scheduled payments of interest at the
interest rate set forth in this Note, and (ii) the principal balance of this
Note upon the stated Maturity Date hereof, in each case in accordance with the present tenor
of this Note and only when due, but without prepayment or redemption (except as may be consented to
in writing by Agent and the Required Lenders under (and as defined in the Loan Agreement)) or
payment upon acceleration (the “Permitted Payments”). Upon and after the occurrence of a Default
or Event of Default and the receipt by the Holder of written notice from Agent stating that a
Default or Event of Default has occurred (a “Default Notice”), the Company may not make, and the
Holder may not receive, any payments under this Note (including any Permitted Payments) for a
period of one hundred and eighty (180) days after Holder’s receipt of a Default Notice (the
“Forbearance Period”).



          c. Following the last day of a Forbearance Period (such day a “Forbearance Termination Date”),
and so long as no Default or Event of Default (as defined in the Loan Agreement) then exists (other
than the Default or Event of Default referred to in the Default Notice for the Forbearance Period
then ended), the Holder shall again be entitled to receive (i) Permitted Payments when due under
this Note in accordance with its present tenor, and (ii) past Permitted Payments that were not paid
under this Section 15 during the Forbearance Period then ended.



          d. Notwithstanding anything to the contrary set forth elsewhere in this Note, including,
without limitation, Section 6 hereof, but subject to those limited exceptions expressly set forth
in clauses (e) and (f) below of this Section 15, the Holder may not at any time prior to the
payment in full and performance in full of the Senior Indebtedness (i) accelerate, demand as
immediately due and payable, exercise, set off, enforce, collect, execute, levy or foreclose any
remedies regarding this Note, or (ii) commence, continue or participate in any judicial, arbitral
or other proceeding or any other enforcement action of any kind against the Company or any of the
Company’s assets (including, without limitation, any involuntary proceeding under the Bankruptcy
Law) seeking, directly or indirectly, to enforce any of the Holder’s rights or remedies, or to
enforce any of the obligations incurred by the Company, or seeking injunctive or other equitable
relief to prohibit, limit or impair the commencement or pursuit by Agent and Lenders of any of
their rights or remedies under or in connection with the Loan Agreement and the Senior Indebtedness
or applicable law.



          e. If the Company fails to make a Permitted Payment that is otherwise permitted under the
provision of this Section 15, then the Holder may exercise its rights and remedies regarding the
Note in order to obtain the payment of such Permitted Payment; provided, that, (i) the Holder may
not exercise any of such rights or remedies during the existence of any Forbearance Period, and
(ii) in any event, except as expressly set forth in clause (f) below, the Holder may not accelerate
the maturity of, or demand as immediately due and payable, all or any part of the Subordinated
Indebtedness, and may only pursue its rights and remedies with respect to those Permitted Payments
which are past due and have not previously been paid to the Holder by the Company. Any amounts in
excess of such past due Permitted Payments which are received by the Holder arising out of the
exercise of its rights and remedies shall be paid by the Holder to Agent for application to the
Senior Indebtedness.



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     f. If an Event of Default (as defined the Loan Agreement) occurs and Agent accelerates the
maturity or demands immediate payment of the entire balance of the Senior Indebtedness as a result
thereof, then following the occurrence of the Forbearance Termination Date with respect to any
existing Forbearance Period, the Holder may exercise its rights and remedies regarding this Note,
so long as the Holder provides prior written notice to Agent of the exercise of such remedies.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the Company has caused this Note to be signed by its authorized
representative as of the            day of December, 2008.



	 	 	 	 	 
	 	MASTEC NORTH AMERICA, INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT
I


CONVERSION NOTICE





     Reference is made to the Convertible Note issued by MasTec North America, Inc. (the “Note”). In
accordance with and pursuant to the Note, the undersigned hereby elects to convert a portion or all
of the principal balance of the Note, as indicated below, into shares of Common Stock, par value
$.10 per share (the “Common Stock”), of MasTec, Inc., a Florida corporation.



	 	 	 
	Date of Conversion:
	 	 
	 
	 
	 
	 	 
	Principal Amount to be converted:
	 	 
	 
	 
	 
	 	 
	Please confirm the following information:
	 	 
	 
	 	 
	Conversion Amount:
	 	 
	 
	 
	 
	 	 
	Conversion Price:
	 	$12
	 
	 	 
	Number of shares of Common Stock to be issued:
	 	 
	 
	 






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