EXHIBIT 4.22
FORM OF SERIES B PREFERRED STOCK
FACE OF SECURITY
Series B Preferred Stock Series B Preferred Stock
Number Shares
[B- ] [ ]
Incorporated under the
laws of the State of Delaware CUSIP NO.: 582266 30 0
Series B Cumulative Convertible Preferred Stock
(par value $0.01 per share)
(liquidation preference $2,500.00 per share)
of McLeodUSA Incorporated
McLeodUSA Incorporated, a Delaware corporation (the "Company"), hereby certifies
that [ ] (the "Holder") is the registered owner of fully paid and
non-assessable preferred securities of the Company designated the Series B
Cumulative Convertible Preferred Stock (par value $0.01 per share) (liquidation
preference $2,500.00 per share) (the "Series B Preferred Stock"). The shares of
Series B Preferred Stock are transferable on the books and records of the
Registrar, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Series B Preferred Stock represented hereby are issued and shall in all
respects be subject to the provisions of the Certificate of Designation of the
Powers, Preferences and Relative, Participating, Optional and other Special
Rights of Series B Cumulative Convertible Preferred Stock and Qualifications,
Limitations and Restrictions thereof dated September 13, 1999, as the same may
be amended from time to time (the "Certificate of Designation"). Capitalized
terms used herein but not defined shall have the meaning given them in the
Certificate of Designation. The Company will provide a copy of the Certificate
of Designation to a Holder without charge upon written request to the Company at
its principal place of business.
Reference is hereby made to select provisions of the Series B Preferred Stock
set forth on the reverse hereof, and to the Certificate of Designation, which
select provisions and the Certificate of Designation shall for all purposes have
the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of
Designation and is entitled to the benefits thereunder.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Company has executed this certificate this [
] day of [ ], [ ].
McLEODUSA INCORPORATED
By ____________________
Name:
Title: [Seal]
By ___________________
Name:
Title:
REVERSE OF SECURITY
Dividends on each share of Series B Preferred Stock evidenced by this
certificate shall be payable in cash at a rate per annum as provided in the
Certificate of Designation
The shares of Series B Preferred Stock evidenced by this certificate shall be
redeemable as provided in the Certificate of Designation and the Company's
Amended and Restated Certificate of Incorporation. The shares of Series B
Preferred Stock evidenced by this certificate shall be convertible into the
Company's Class A Common Stock in the manner and according to the terms set
forth in the Certificate of Designation.
The company is authorized to issue more than one class or series of stock. As
required under Delaware law, the Company shall furnish to any Holder upon
request and without charge, a full summary statement of the designations, voting
rights, preferences, limitations and special rights of the shares of each class
or series authorized to be issued by the Company so far as they have been fixed
and determined and the authority of the Board of Directors to fix and determine
the designations, voting rights, preferences, limitations and special rights of
the classes and series of securities of the Company.
The shares of Series B Preferred Stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended (the "1933 Act"),
or under any applicable state laws. The shares of Series B Preferred Stock
represented by this certificate have been acquired by the registered owner
hereof for investment and not with a view to or for sale in connection with any
distribution thereof within the meaning of the 1933 Act. The shares may not be
sold, pledged, transferred or assigned except in a transaction which is exempt
under the provisions of the 1933 Act or any applicable state securities laws, or
pursuant to an effective registration statement or in a transaction otherwise in
compliance with applicable federal and state securities laws.
The sale, pledge, transfer, assignment or other disposition of the shares of
Series B Preferred Stock represented by this certificate is restricted by and
subject to the provisions of a Stock Purchase Agreement dated as of August 30,
1999, a copy of which is available upon request for inspection at the offices of
the Company. Any such request should be addressed to the Secretary of the
Company.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers the shares of
Series B Preferred Stock evidenced hereby to:__________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Insert assignee's social security or tax identification number)_______________
_______________________________________________________________________________
_______________________________________________________________________________
(Insert address and zip code of assignee) and irrevocably appoints:____________
_______________________________________________________________________________
_______________________________________________________________________________
agent to transfer the shares of Series B Preferred Stock evidenced hereby on the
books of the Corporation with full power of substitution in the premises.
Date:_________________________________
Signature:____________________________
(Sign exactly as your name appears on the other side of this Series B Preferred
Stock Certificate) Signature Guarantee:/1/
/1/ (Signature should be guaranteed by an "eligible guarantor institution," that
is, a bank, stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program, pursuant to SEC
Rule 17Ad-15.)