Form of 4.00% Senior Convertible Notes due 2014



 Exhibit 4.1 
 [FORM OF FACE OF NOTE] 
 [Include only for Global Notes] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
  

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 MasTec, Inc. 
 4.00% Senior Convertible Notes due 2014 
  

			
	No.             	  	$             

  

			
	CUSIP No. 576323 AG4	  	ISIN No. US576323AG43

 MasTec, Inc., a Florida corporation (herein called the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.], or registered assigns, the principal sum of
             ($            ) or such other principal amount as shall be set forth on the Schedule I hereto on June 15, 2014,
unless earlier converted or repurchased. The Company’s obligations under this Security are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. 
 This Security shall bear interest at the rate of 4.00% per year from June 5, 2009, or from the most recent date to which interest had been paid
or provided. Except as otherwise provided in the Indenture, interest is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2009, to Holders of record at the Close of Business on the preceding
June 1 and December 1, respectively. Interest payable on each Interest Payment Date shall equal the amount of interest accrued from, and including the immediately preceding Interest Payment Date (or from and including June 5, 2009, if
no interest has been paid hereon) to but excluding such Interest Payment Date. To the extent lawful, payments of principal or interest (including Additional Interest, if any) on the Securities that are not made when due will accrue interest at the
annual rate of 1.0% above the then applicable interest rate borne by the Securities from the required payment date in accordance with the provisions of the Indenture. 
 Payment of the principal and interest, on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, City of New York, or elsewhere as provided in the
Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest, may be
made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) wire transfer to an account of the Person entitled thereto located inside the United States; provided
further, however, that, with respect to any Holder of Securities with an aggregate principal amount in excess of $2,000,000, at the application of such Holder in writing to the Company, interest on such Holder’s Securities shall be
paid by wire transfer in immediately available funds to such Holder’s account in the United States supplied by such Holder from time to time to the Trustee and Paying Agent (if different from the Trustee) not later than the applicable Record
Date. Notwithstanding the foregoing, payment of interest in respect of Securities held in global form shall be made in accordance with procedures required by the Depositary. 
 Reference is made to the further provisions of this Security set forth on the reverse hereof, including, without limitation, provisions giving the Holder
of this Security the right to convert this Security into Common Stock on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place. 
  

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 This Security shall be governed by and construed in accordance with the laws of the State of New York.

 This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee or a duly authorized authenticating agent under the Indenture. 
 [Remainder of page intentionally left blank]

  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the undersigned
officer. 
  

			
	MASTEC, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Attest
		
	By:	 	  

	Name:	 	
	Title:	 	Secretary

 Dated:             , 20    

  

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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	U.S. BANK NATIONAL ASSOCIATION,
	as successor trustee
		
	BY:	 	  

		 	Authorized Officer

  

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 [FORM OF REVERSE OF NOTE] 
 MasTec, Inc. 
 4.00% Senior Convertible Notes due 2014 
 This Security is one of a duly authorized issue of Securities of the Company, designated as its 4.00% Senior Convertible Notes due 2014 (herein called
the “Securities”), issued under and pursuant to an Indenture dated as of June 5, 2009 (herein called the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 5, 2009 (as
so supplemented, herein called the “Indenture”), between the Company, the Guarantors listed in Schedule B to the Supplemental Indenture and U.S. Bank National Association (herein called the “Trustee”), to which
Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantors and the Holders of the
Securities. Additional Securities may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used but not defined in this Security shall have the meanings ascribed to them in
the Indenture. 
 The Company’s obligations under this Security are fully and unconditionally guaranteed, jointly and severally, by the
Guarantors. 
 In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of and interest
on all Securities may be declared, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. 
 Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase
Price and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Security to a Paying Agent to collect such payments in respect of the Security. The Company will pay cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private debts. 
 The Indenture contains provisions permitting the
Company and the Trustee in certain circumstances, without the consent of the Holders of the Securities, and in other circumstances, with the consent of the Holders of not less than a majority in principal amount of the Securities at the time
Outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the Holders of the Securities; provided, however, that no such supplemental indenture shall make any of the changes set forth in Section 6.02 of the Supplemental Indenture and Section 902 of the Base
Indenture, without the consent of each Holder of an Outstanding Security affected thereby. It is also provided in the Indenture that, prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in principal amount
of the Securities at the time Outstanding may on behalf of the Holders of all of the Securities waive any past default or Event of Default under the Indenture and its consequences except as provided in the Indenture. Any such consent or waiver by
the Holder of this Security (unless revoked as provided in the 

  

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Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Security and any Securities which may be issued in
exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Security or such other Securities. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and accrued and unpaid interest on
this Security at the place, at the respective times, at the rate and in the lawful money herein prescribed. 
 The Securities are issuable in
registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the
Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities (except as otherwise
provided in the Base Indenture), Securities may be exchanged for a like aggregate principal amount of Securities of other authorized denominations. 
 The Securities are not subject to redemption and will not be entitled to the benefit of any sinking fund. 
 Upon the occurrence of
a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) in
accordance with the provisions of the Indenture on the Fundamental Change Repurchase Date at a price equal to 100% of the principal amount of the Securities such holder elects to require the Company to repurchase, together with accrued and unpaid
interest (including Additional Interest, if any) to but excluding the Fundamental Change Repurchase Date, except as otherwise provided in the Indenture. The Company shall mail to all Holders of record of the Securities a notice of the occurrence of
a Fundamental Change and of the repurchase right arising as a result thereof at any time following the Company entering into a definitive agreement that, if consummated, would give rise to a Fundamental Change, but in any event not later than the
fifth (5th) calendar day after the occurrence of a Fundamental Change. 
 Subject to and upon compliance with the provisions of the
Indenture, the Holder may surrender for conversion all or any portion of this Security that is in an integral multiple of $1,000. Upon conversion, the Holder shall be entitled to receive the consideration specified in the Indenture. No fractional
share of Common Stock shall be issued upon conversion of a Security. Instead, the Company shall pay cash in lieu of such fractional share of Common Stock as provided in the Indenture. The initial Conversion Rate shall be 63.4417 shares of Common
Stock per $1,000 principal amount of Securities, subject to adjustment in accordance with the provisions of the Indenture. If a Holder converts all or a part of this Security in connection with the occurrence of certain Fundamental Change
transactions, the Conversion Rate shall be increased in the manner and to the extent described in the Indenture. 
  

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 Upon due presentment for registration of transfer of this Security at the office or agency of the Company
in the Borough of Manhattan, City of New York, a new Security or Securities of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessments or other governmental charge imposed in connection with any registration of transfer or exchange of Securities (except as otherwise set forth in the Base Indenture). 
 The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Security Registrar may deem and treat the registered
Holder hereof as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the Trustee nor any other authenticating agent nor any Paying Agent nor any other Conversion Agent nor any Security Registrar shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered Holder shall, to the extent of the sum or sums paid, satisfy and discharge liability for monies payable on this Security. 
 Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the entireties), JT
TEN (joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform gift to Minors Act). 
  

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 Schedule I 
 MasTec, Inc. 
 4.00% Senior Convertible Notes due 2014 
 No.              
  

							
	 Date
	  	Principal Amount	  	Notation Explaining
Principal Amount
Recorded	  	Authorized
Signature of Trustee
or Custodian

  

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 FORM OF CONVERSION NOTICE 
 To: MasTec, Inc. 
 The undersigned registered owner of this Security hereby exercises the option to convert
this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that the
shares of Common Stock issuable and deliverable upon such conversion, together with any check in payment for fractional shares of Common Stock, and any Securities representing any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes and
duties payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Security. 
  

					
	Dated:                     	  		  	
			
		  		  	  

		  		  	Signature(s)
			
	  
	  		  	
	Signature Guarantee	  		  	

  

	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, if shares of Common Stock is to be issued, or Securities to be delivered, other than to and in the name of the registered holder.

  

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	Fill in for registration of shares of Common Stock if to be issued, and Securities if to be delivered, other than to and in the name of the registered holder:

  

					
	(Name)	 		 	
		 		 	
	(Street Address)	 		 	
		 		 	
	(City, State and Zip Code)	 		 	
		 		 	
	Please print name and address	 		 	
		 		 	
		 	Principal amount to be converted (if less than all): $            ,000
		 	
		 	
		 	Social Security or Other Taxpayer Identification Number

  

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 FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE 
 To: MasTec, Inc. 
 The undersigned
registered owner of this Security hereby acknowledges receipt of a notice from MasTec, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the
entire principal amount of this Security, or the portion thereof (which is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security, to the registered
holder hereof. 
  

			
	Dated:                     	 	
		
		 	  

		 	Signature(s)
		
		 	
		 	 Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all):
$            ,000
  
 NOTICE:

  
 The above signatures of the holder(s) hereof must correspond with the name as written
upon the face of the Security in every particular without alteration or enlargement or any change whatever.


  

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 FORM OF ASSIGNMENT AND TRANSFER 
 For value received
                             hereby sell(s), assign(s) and transfer(s) unto
                             (Please insert social security or Taxpayer Identification Number of assignee)
the within Security, and hereby irrevocably constitutes and appoints                              attorney to
transfer the said Security on the books of the Company, with full power of substitution in the premises. 
  

			
	Dated:                     	  	
		
	  
	  	
	Signature(s)	  	
		
	  
	  	
	Signature Guarantee	  	

  

	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, if Common Stock is to be issued, or Securities to be delivered, other than to and in the name of the registered holder.

 NOTICE: The signature on the conversion notice, the option to elect repurchase upon a Fundamental Change, or the
assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. 
  

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