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 6 3/8% DEBENTURE DUE JANUARY 8, 2028
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580 135 BY6
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 January 8, 2028 and to pay interest
thereon to the Registered Holder hereof from January 8, 1998, or from the
most recent interest payment date to which interest has been paid or duly
provided for, semiannually on January 8 and July 8, in each year,
commencing July 8, 1998 at the rate of 6 3/8% 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 Debenture is registered at the close of
business on the record date for such interest, which shall be the January
1 or July 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 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: January 8, 1998
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:
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Authorized Officer
Attest:
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Secretary
McDONALD'S CORPORATION
By:
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Senior Vice President and Treasurer
McDONALD'S CORPORATION
6 3/8% DEBENTURE DUE JANUARY 8, 2028
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 October 19, 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 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 6 3/8% Debentures due
January 8, 2028 (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 will be redeemable as a whole or in part, at the
option of the Company at any time (a ``Company Redemption Date''), at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Debentures to be redeemed or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon
discounted to the Company Redemption Date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 10 basis points, plus, in either case, accrued and unpaid interest
on the principal amount being redeemed to the Company Redemption Date.
``Treasury Rate '' means, with respect to any Company Redemption
Date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Company
Redemption Date.
``Comparable Treasury Issue '' means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed 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 comparable maturity to the remaining term of
the Debentures. ``Independent Investment Banker '' means one of the
Reference Treasury Dealers appointed by the Trustee after consultation
with the Company.
``Comparable Treasury Price'' means, with respect to any Company
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such Company
Redemption Date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated ``Composite 3:30 p.m. Quotations for U.S. Government
Securities'' or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such Company
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
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 Company Redemption Date, 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. on the third business day preceding such
Company Redemption Date.
``Reference Treasury Dealer '' means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and any additional reference dealers
appointed by the Company at the sole discretion of the Company, and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (a ``Primary Treasury Dealer''), the Company will substitute
therefor another Primary Treasury Dealer.
Notice of any redemption by the Company will be mailed at least 30
days but not more than 60 days before any Company Redemption Date to each
holder of Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on
and after any Company Redemption Date interest will cease to accrue on
the Debentures or portions thereof called 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 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 the 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.
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, 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 agent 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
----------------- -----------------
(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.