EXHIBIT 4.1
FORM OF SERIES A PREFERRED STOCK
FACE OF SECURITY
Certificate Number Number of Shares of Series A
Preferred Stock
[ ] [ ]
CUSIP NO.: 582266201
6.75% Series A Cumulative Convertible Preferred Stock
(par value $0.01 per share)
(liquidation preference $250.00 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 6.75% Series A
Cumulative Convertible Preferred Stock (par value $0.01 per share) (liquidation
preference $250.00 per share) (the "Series A Preferred Stock"). The shares of
Series A 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 A Preferred Stock represented hereby are issued and shall in all
respects be subject to the provisions of the Certificate of Designations of the
Powers, Preferences and Relative, Participating, Optional and Other Special
Rights of 6.75% Series A Cumulative Convertible Preferred Stock and
Qualifications, Limitations and Restrictions Thereof dated August [__], 1999, as
the same may be amended from time to time (the "Certificate of Designations").
Capitalized terms used herein but not defined shall have the meaning given them
in the Certificate of Designations. The Company will provide a copy of the
Certificate of Designations 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 A Preferred
Stock set forth on the reverse hereof, and to the Certificate of Designations,
which select provisions and the Certificate of Designations 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
Designations and is entitled to the benefits thereunder.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
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IN WITNESS WHEREOF, the Company has executed this certificate this [ ]
day of [ ], [ ].
McLEODUSA INCORPORATED
By
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Name:
Title:
[Seal]
By
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Name:
Title:
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REVERSE OF SECURITY
Dividends on each share of Series A Preferred Stock shall be payable at a
rate per annum set forth in the face hereof or as provided in the Certificate of
Designations. Dividends may be paid in cash or in shares of Class A Common
Stock of the Company, at the option of the Company.
The shares of Series A Preferred Stock shall be redeemable as provided in
the Certificate of Designations and in the Restated Certificate of
Incorporation. The shares of Series A Preferred Stock 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 Designations.
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 shares of the Company.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares
of Series A Preferred Stock evidenced hereby to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints:
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agent to transfer the shares of Series A Preferred Stock evidenced hereby on the
books of the Transfer Agent and Registrar. The agent may substitute another to
act for him or her.
Date:_______________________
Signature:____________________________
(Sign exactly as your name appears on the other side of this Series A Preferred
Stock Certificate)
Signature Guarantee:/1/
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/1/ (Signature must be guaranteed by an "eligible guarantor institution" that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)
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