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 THE 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 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 McDonalds Corporation REGISTERED
Number 7 1/2% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2037
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580 135 887
McDonalds 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 January 2, 2037 and to pay interest thereon to the registered Holder hereof
from January 14, 1997, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on March 31,
June 30, September 30 and December 31 in each year, commencing March 31, 1997,
with a final interest payment on January 2, 2037, at the rate of 7 1/2% 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 Regular Record Date for such interest, which shall be the March 15, June
15, September 15 or December 15 (whether or not a business day) next preceding
an Interest Payment Date. Interest payable on redemption or maturity will be
payable to the person to whom the principal is paid. 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 Charlotte, North Carolina, 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 said
Holders address appearing on the Debenture register or by wire transfer
payable to an account specified by said Holder. 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 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 Debenture shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
In Witness Whereof, McDonalds 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: January 14, 1997
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein
provided for in the withinmentioned Indenture.
FIRST UNION NATIONAL BANK
as Trustee
By: /s/ Terence C. McPoyle
--------------------------
Authorized Officer
Attest: /s/ Gloria Santona
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Secretary
McDONALDS CORPORATION
By: /s/ Carleton Day Pearl
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Senior Vice President and Treasurer
McDONALDS CORPORATION
7 1/2% Subordinated Deferrable Interest Debenture due 2037
Indenture. This Debenture is one of a duly authorized issue of Debt
Securities of the Company designated as its 7 1/2% Subordinated Deferrable
Interest Debentures due 2037 (herein called the "Debentures"), limited in
aggregate principal amount to $150,000,000, issued and to be issued under a
Subordinated Debt Securities Indenture, dated as of October 18, 1996 (herein
called the ``Indenture'') between the Company and First Union National Bank,
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, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders
of the Debentures and of the terms upon which the Debentures 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,
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, 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.
Interest. The Company promises to pay interest on said principal sum
from January 14, 1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on March
31, June 30, September 30 and December 31 in each year commencing March 31,
1997, with a final interest payment on January 2, 2037, at the rate of 7 1/2%
per annum until maturity or earlier redemption. If any date on which interest
is payable on this Debenture is not a business day, the payment of interest
due on such date may be made on the next succeeding business day (and without
any interest or other payment in respect of such delay). The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date (other than interest payable on redemption or maturity) will, as provided
in such Indenture, be paid to the Person in whose name this Debenture (or one
or more predecessor Debt Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 15, June
15, September 15 or December 15 (whether or not a business day), as the case
may be, next preceding such Interest Payment Date. Interest payable on
redemption or maturity will be payable to the Person to whom the principal is
paid. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Debenture (or one or more
predecessor Debt Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Debentures not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which Debentures may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Extension of Interest Payment Period. Notwithstanding anything contained
in the Indenture to the contrary, the Company shall have the right upon prior
notice as provided in the last sentence of this paragraph at any time during
the term of the Debentures prior to an Interest Payment Date, so long as the
Company is not in default in the payment of interest on the Debentures, to
extend the interest payment period for an Extension Period (as defined below).
Except as provided in the next succeeding sentence, no interest shall be due
and payable during an Extension Period, but on the Interest Payment Date
occurring at the end of each Extension Period the Company shall pay to the
Holders of record on the Regular Record Date for such Interest Payment Date
(regardless of who the Holders of record may have been on other dates during
the Extension Period) all interest then accrued but unpaid on the Debentures,
together with interest thereon, compounded quarterly, at the rate of 7 1/2%
per annum, to the extent permitted by law; provided that during any such
Extension Period, the Company shall not declare or pay any dividend on (except
for dividends or distributions in shares of its capital stock or rights to
acquire shares of its capital stock), or repurchase, redeem or otherwise
acquire any of its capital stock (except by conversion into or exchange for
shares of its capital stock or for redemption, purchase or other acquisition
of shares of its capital stock made for the purpose of any employee incentive
plan or benefit plan of the Company or any of its affiliates). Prior to the
termination of any Extension Period, the Company may (a) on any Interest
Payment Date pay all or any portion of the interest accrued on the Debentures
as provided on the face hereof to Holders of record on the Regular Record Date
for such Interest Payment Date or (b) from time to time further extend the
interest payment period as provided in the last sentence of this paragraph,
provided that any such Extension Period, together with all such previous and
further extensions thereof, may not exceed 20 consecutive quarterly interest
payment periods from the last date to which interest on the Debentures was
paid in full. If the Company shall elect to pay all of the interest accrued
on the Debentures on an Interest Payment Date during an Extension Period, such
Extension Period shall automatically terminate on such Interest Payment Date.
Upon the termination of any Extension Period and the payment of all amounts of
interest then due, the Company may commence a new Extension Period, subject to
the above requirements. The Company shall cause the Trustee to give prior
notice, by public announcement given in accordance with New York Stock
Exchange rules (or the rules of any other applicable self-regulatory
organization) and by mail to all such holders, of
(x) the Company's election to initiate an Extension Period and the duration
thereof,
(y) the Company's election to extend any Extension Period beyond the
Interest Payment Date on which such Extension Period is then scheduled to
terminate, and the duration of such extension, and
(z) the Companys election to make a full or partial payment of interest
accrued on the Debentures of any Interest Payment Date during any Extension
Period and the amount of such payment.
In no event shall notice be given less than five Business Days prior to the
March 15, June 15, September 15 or December 15 next preceding the applicable
Interest Payment Date.
The term "Extension Period" means the period from and including the Interest
Payment Date next following the date of any notice of extension of the
interest payment period on the Debentures given pursuant to the last sentence
of the preceding paragraph (or, in the case of any further extension of the
interest payment period pursuant to the third sentence of the preceding
paragraph before the payment in full of all accrued but unpaid interest on the
Debentures, the Interest Payment Date to which interest was paid in full) to
but excluding the Interest Payment Date to which payment of interest on the
Debentures is so extended, after giving affect to any further extensions of
the interest payment period on the Debentures pursuant to the third sentence
of the preceding paragraph; provided that no Extension Period shall exceed 20
consecutive quarterly interest payment periods from the last date to which
interest on the Debentures was paid in full; and provided, further, that any
Extension Period shall end on an Interest Payment Date. Notwithstanding the
foregoing, in no event shall any Extension Period exceed January 2, 2037.
Method of Payment. Payment of the principal of and interest on this
Debenture will be made at the office or agency of the Company in the City of
New York, New York and Charlotte, North Carolina, or at any other office or
agency maintained by the Company for such purpose, 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 check mailed to the address of
the Person entitled thereto as such address shall appear in the Debenture
register or by wire transfer payable to an account specified by such Person.
Paying Agent and Debt Security Registrar. Initially, the Trustee will act
as Debt Security registrar through its office at 123 South Broad Street,
Philadelphia, Pennsylvania 19109, and the Company has appointed the Trustee to
act as Paying Agent through its office or agency in New York, New York, and
Charlotte, North Carolina.
Redemption. The Debentures may be redeemed, at the option of the
Company, in whole or in part (in denominations of $25 or integral multiples
thereof), on any date on or after December 31, 2001, or at any time upon the
occurrence of a Tax Event, upon not less than 30 nor more than 60 days notice
mailed to the registered Holder thereof at a Redemption Price of 100% of the
principal amount, together with accrued but unpaid interest to the Redemption
Date; provided, however, that installments of interest whose Interest Payment
Date is on or prior to the Redemption Date will be payable to the Holders of
such Debentures of record at the close of business on the relevant Regular
Record Dates referred to on the face hereof, all as provided in the Indenture.
The term ``Tax Event'' means that the Company shall have received an
opinion of independent tax counsel (a ``Tax Opinion'') to the effect that, as
a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein or
(b) any amendment to or change in an interpretation or application of such
laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after
January 9, 1997), in either case after January 9, 1997, there is more than an
insubstantial risk that interest payable on the Debentures would not be
deductible, in whole or in part, by the Company for United States federal
income tax purposes.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion thereof will be issued in
the name of the Holder thereof upon the cancellation hereof.
Subordination. The Company and each Holder, by acceptance hereof, agree
that the payment of the principal of and interest on the Debentures is
subordinated, to the extent and in the manner provided in the Indenture, to
the prior payment in full of all Senior Indebtedness, and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Debenture, by accepting the same, authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate in the discretion of the Trustee to effectuate the subordination
so provided and appoints the Trustee his attorney-in-fact for such purpose.
Indebtedness. The Company and, by its acceptance of this Debenture or a
beneficial interest herein, the Holder of, and any Person that acquires a
beneficial interest in, this Debenture agree that for United States federal,
state and local tax purposes it is intended that this Debenture constitute
indebtedness.
Defaults and Remedies. If an Event of Default shall occur and be
continuing, the principal of all the Debentures may be declared due and
payable in the manner and with the effect provided in the Indenture.
Amendments and Waivers. The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the Holders of not less than
66-2/3% in aggregate principal amount of each series of Debt Securities at the
time outstanding (as defined in the Indenture) to be affected (each series
voting as a class), 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 Debt
Securities of all such series; provided, however, that no such supplemental
indenture shall, among other things, (i) extend the fixed maturity of any Debt
Security, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount or premium, if any, thereon or make
the principal thereof, or premium, if any, or interest, if any, thereon
payable in any coin or currency other than that hereinabove provided, without
the consent of the Holder of each Debt Security so affected or reduce the
amount of principal of an Original Issue Discount Security that would be due
and payable upon acceleration of maturity thereof, or (ii) reduce the
aforesaid percentage of Debt Securities the Holders of which are required to
consent to any such supplemental indenture, without the consent of the Holders
of each Debt Security so affected. 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.
Obligation Absolute. No reference herein to the Indenture and no
provision of this Debenture 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 Debenture at the times, place and rate, and
in the coin or currency, herein prescribed.
Denominations. The Debentures are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Debentures are exchangeable for a like aggregate principal amount of
Debentures of a different authorized denomination, as requested by the Holder
surrendering the same and upon surrender of the Debenture for registration of
transfer at the office or agency of the Company in New York, New York, or
Charlotte, North Carolina, the Company will execute, and the Trustee will
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Debentures, of authorized denominations and of a
like aggregate principal amount and tenor. Every Debenture surrendered for
registration of transfer or exchange will, if required by the Company, the
Debt Security registrar or the Trustee, be duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company, the Debt
Security registrar and the Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing. No service charge shall be made for any
registration of 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.
Persons Deemed Owners. Prior to due presentment of this Debenture for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Debenture is
registered in the Debt Security register as the owner hereof for all purposes,
whether or not this Debenture is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No Recourse Against Others. No recourse for the payment of the principal
of or interest on this Debenture, or for any claim based hereon or on the
Indenture and no recourse under or upon any obligation, covenant or agreement
of the Company in the Indenture or any indenture supplemental thereto or in
any Debenture, or because of the creation of any indebtedness represented
hereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
Governing Law. This Debenture will be governed by and construed and
enforced in accordance with, the internal laws of the State of Illinois.
Terms. 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 Debenture, 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
----------------
(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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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.