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 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 McDonald's Corporation REGISTERED
Number 7.31% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2027
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580 135 BX8
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 15, 2027 and to pay interest
thereon to the registered Holder hereof from September 24, 1997, or from
the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on March 15 and September 15
in each year, commencing March 15, 1998 at the rate of 7.31% 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 1 or September 1 (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 Holder's 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, 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 24, 1997
TRUSTEE'S 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/ John H. Clapham
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Authorized Officer
Attest: /s/ Gloria Santona
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Secretary
McDONALD'S CORPORATION
By: /s/ Carleton D. Pearl
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Senior Vice President and Treasurer
McDONALD'S CORPORATION
7.31% Subordinated Deferrable Interest Debenture due 2027
Indenture. This Debenture is one of a duly authorized issue of Debt
Securities of the Company designated as its 7.31% Subordinated Deferrable
Interest Debentures due 2027 (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 September 24, 1997 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in
arrears on March 15 and September 15 in each year commencing March 15,
1998 at the rate of 7.31% 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 1 or
September 1 (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 semi-annually, at
the rate of 7.31% 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 10
consecutive semi-annual 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 Company's 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 1 or September 1 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 10 consecutive semi-annual
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 September 15,
2027.
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, at the option of the Company, be
redeemed (i) in whole or from time to time in part, on at least 30 days'
and not more than 60 days' notice, at any time on or after September 15,
2007, at a redemption price equal to 100% of the principal amount of the
Debentures redeemed, together with accrued but unpaid interest to the
date of redemption or (ii) in whole but not in part, on at least 30 days'
and not more than 60 days' notice at any time upon the occurrence of a
Tax Event, at a redemption price equal to the Make-Whole Amount for the
Debentures together with accrued but unpaid interest to the date of
redemption.
The ``Make-Whole Amount'' will be equal to the greater of (i) 100%
of the principal amount of the Debentures and (ii) the sum of the present
value of the principal amount of the Debentures discounted from September
15, 2007 to the date of redemption, together with the present values of
scheduled payments of interest for the period from the date of redemption
to September 15, 2007 (the ``Remaining Life''), discounted from September
15, 2007 to the date of redemption. Discounting in each case shall be on
a semi-annual basis (assuming a 360-day year consisting of 30-day months)
at the Treasury Rate plus 62.5 basis points.
"Treasury Rate'', as of any date it is calculated, means (i) the
yield, under the heading which represents the average for the week
immediately prior to the calculation date, appearing in the most recently
published statistical release designated ``H.15(519)'' or any successor
publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption ``Treasury Constant
Maturities", for the maturity corresponding to the Remaining Life
(provided that if all such maturities are either more than three months
greater than or more than three months less than the Remaining Life,
yields for the two published maturities most closely corresponding to the
Remaining Life shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date
or does not contain such yields, the rate per annum equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury
Price for such date of redemption.
``Comparable Treasury Issue'' means with respect to any date of
redemption the United States Treasury security selected by a Reference
Treasury Dealer as having a maturity comparable to the Remaining Life
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of maturity comparable to the Remaining Life. If no United
States Treasury security has a maturity which is within a period from
three months before to three months after September 15, 2007, the two
most closely corresponding United States Treasury securities shall be
used as the Comparable Treasury Issue, and the Treasury Rate shall be
interpolated or extrapolated on a straight-line basis, rounding to the
nearest month, using such securities.
``Reference Treasury Dealer'' means a primary U.S. Government
securities dealer in New York City selected by the Trustee after
consultation with the Company.
``Comparable Treasury Price'' means (i) the average of five
Reference Treasury Dealer Quotations for such date of redemption, after
excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
``Reference Treasury Dealer Quotations'' means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day
preceding such date of redemption.
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 September 19,
1997), in either case after September 19, 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 $1,000 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
---------------------------------------------------------------- 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.