EXHIBIT 4(b)
THIS DEBENTURE IS A REGISTERED GLOBAL DEBENTURE 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 ENTITY 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 DEBENTURES
IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL DEBENTURE 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 7.05% DEBENTURE DUE NOVEMBER 15, 2025
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580135 BU4
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 November 15, 2025 and to pay interest thereon to the Registered Holder
hereof from November 13, 1995, or from the most recent interest payment date
to which interest has been paid or duly provided for, semiannually on May 15
and November 15, in each year, commencing May 15, 1996 at the rate of 7.05%
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 Debenture is registered at the close of business on
the record date for such interest, which shall be the May 1 or November 1
(whether or not a Business Day) next preceding an interest payment date.
Payment of the principal of and interest on this Debenture 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 Debenture 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 hereo n 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 Debenture 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: November 13, 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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Assistant Secretary
McDONALD'S CORPORATION
By:
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Vice President and Treasurer
McDONALD'S CORPORATION
7.05% DEBENTURE DUE NOVEMBER 15, 2025
This Debenture 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 Debenture is one of a series of Debt
Securities of the Company designated as its 7.05% Debentures due November 15,
2025 (herein called the "Debentures"), 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 Debentures 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 November 15,
2005, 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 Debentures to be
redeemed, as provided in the Indenture, at the following redemption prices
(expressed in percentages of principal amount):
2005 103.26% 2011 101.30%
2006 102.93% 2012 100.98%
2007 102.61% 2013 100.65%
2008 102.28% 2014 100.33%
2009 101.96% 2015 and
2010 101.63% thereafter 100.00%
together in each case with accrued interest to the date of redemption.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof. Debentures (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 Debentures, the
principal of the Debentures 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 Debentures at the time Outstanding, as defined in the Indenture, on
behalf of the Holders of all the Debentures, 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 Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture 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 Debenture or upon any
Debenture issued upon the transfer hereof or in exchange therefor or in lieu
hereof.
No reference herein to the Indenture and no provision of this Debenture
pr 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
Debenture 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 Debenture is transferable on the Debt Security Register of the
Company, upon surrender of this Debenture 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 Debentures, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Debentures are issuable only as registered Debentures 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 Debenture
is exchangeable for a like aggregate principal amount of Debentures 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 Debenture is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes whether or not this Debenture 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 Debenture 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 Debenture 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
and not as tenants in common
UNIF GIFT MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------
(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
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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.