EXHIBIT 4(b)
THIS NOTE IS A REGISTERED GLOBAL NOTE AND IS REGISTERED IN THE NAME OF
CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, TO ISSUER 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. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
REGISTERED FORM, THIS REGISTERED GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO
DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED McDonald's Corporation REGISTERED
Number 6 5/8% NOTE DUE SEPTEMBER 1, 2005
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580135 BL4
McDonald's Corporation, a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of One Hundred Fifty Million
Dollars ($150,000,000) on September 1, 2005 and to pay interest thereon
to the Registered Holder hereof from September 1, 1995, or from the most
recent interest payment date to which interest has been paid or duly
provided for, semiannually on March 1 and September 1, in each year,
commencing March 1, 1996 at the rate of 6 5/8% per annum until the
principal hereof is paid or such payment is duly provided for. The
interest so payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in said Indenture, be paid to the
Person in whose name this Note is registered at the close of business on
the record date for such interest, which shall be the February 15 or
August 15 (whether or not a Business Day) next preceding an interest
payment date. Payment of the principal of and interest on this Note will
be made at the designated office or agency of the Company maintained for
such purpose in the City of New York, New York and the City of
Philadelphia, Pennsylvania, 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 or, at the option of the Company, interest so
payable may be paid by check to the order of said Holder mailed to his
address appearing on the Debt Security Register. Any interest not so
punctually paid or duly provided for shall be payable as provided in the
Indenture.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth in this place.
Unless the Certificate of Authentication hereon has been executed by
the Trustee referred to on the reverse hereof (or by an Authenticating
Agent, as provided in the Indenture) by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
In Witness Whereof, McDonald's Corporation has caused this Instrument to
be signed in its corporate name by the Chairman of the Board or its
President or one of its Vice Presidents manually or in facsimile and a
facsimile of its corporate seal to be imprinted hereon and attested by
the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
Dated: September 11, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein
provided for in the withinmentioned Indenture.
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
as Trustee
By:
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Authorized Officer
Attest:
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Secretary
McDONALD'S CORPORATION
By:
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Vice President and Treasurer
McDONALD'S CORPORATION
6 5/8% NOTE DUE SEPTEMBER 1, 2005
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness of the Company (herein called "Debt
Securities") of a series hereinafter specified, all issued and to be
issued under an Indenture dated as of March 1, 1987 (herein called the
"Indenture"), between the Company and First Fidelity Bank, National
Association, (formerly Fidelity Bank, National Association), as Trustee
(herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Debt
Securities and the terms upon which the Debt Securities are, and are to
be, authenticated and delivered. The Debt Securities may be issued in
one or more series, which different series may be issued in various
currencies, may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may
be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Note is one of a series of Debt
Securities of the Company designated as its 6 5/8% Notes due September 1,
2005 (herein called the "Notes"), limited in aggregate principal amount
to $150,000,000.
In the case where any interest payment date or the maturity date
does not fall on a Business Day, payment of interest or principal
otherwise payable on such day need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect
as if made on the interest payment date or the maturity date, as the case
may be, and no interest shall accrue for the period from and after such
interest payment date or the maturity date.
The Notes may, at the option of the Company, be redeemed as a whole
at any time or in part from time to time, on any date on or after
September 1, 2002, upon mailing a notice of such redemption not less than
30 nor more than 60 days prior to the date of redemption to the Holders
of Notes to be redeemed, as provided in the Indenture, at a redemption
price equal to 100% of the principal amount of the Notes, together with
accrued interest to the date of redemption.
In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. Notes (or portions thereof
as aforesaid) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after
the date fixed for redemption.
If an Event of Default shall occur with respect to the Notes, the
principal of the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Debt Securities under
the Indenture at any time by the Company with the consent of the Holders
of 66 2/3% in aggregate principal amount of the Debt Securities at the
time Outstanding, as defined in the Indenture. The Indenture also
contains provisions permitting the Holders of a majority in aggregate
principal amount of the Notes at the time Outstanding, as defined in the
Indenture, on behalf of the Holders of all the Notes, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any Note
issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note
or upon any Note issued upon the transfer hereof or in exchange therefor
or in lieu hereof.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, places, and rate, and in the coin and
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Debt Security
Register of the Company, upon surrender of this Note for transfer at the
office or agency of the Company in the City of New York, New York, or the
City of Philadelphia, Pennsylvania, duly endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and
the Debt Security registrar, duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and integral multiples thereof. As provided in
the Indenture and subject to certain limitations therein set forth, this
Note is exchangeable for a like aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for any such transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
No recourse shall be made for the payment of the principal of or the
interest on this Note or for any claim based hereon or otherwise in any
manner in respect hereof, or in respect of the Indenture, against any
incorporator, stockholder, officer or director, as such past, present or
future, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitutional provision or statute or rule of
law, or by the enforcement of any assessment or penalty or in any other
manner, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the
face of this Instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of survivorship
UNIF GIFT MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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the within Instrument of McDONALD'S CORPORATION and hereby does
irrevocably constitute and appoint
---------------------------------------------------------------- Attorney
to transfer the said Instrument on the books of the within-named Company,
with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Instrument in every particular, without alteration or
enlargement or any change whatever.