EXHIBIT 4(C)
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.
[LOGO OF MCDONALD'S]
REGISTERED MCDONALD'S CORPORATION REGISTERED
Number 7 1/2% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2036
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$200,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580 135 804
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 TWO HUNDRED MILLION DOLLARS ($200,000,000) on September 30,
2036 and to pay interest thereon to the registered Holder hereof from November
5, 1996, 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 December 31, 1996 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. 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: November 5, 1996
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 McDONALD'S CORPORATION
as Trustee
By: Attest: By:
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Authorized Officer Secretary Senior Vice President
and Treasurer
MCDONALD'S CORPORATION
7 1/2% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2036
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 2036 (herein called the "Debentures"), limited in
aggregate principal amount to $200,000,000, 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
November 5, 1996 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 December 31, 1996 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, or repurchase, redeem or otherwise
acquire any of its capital stock. 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 notice to the Holders in the manner provided in the Indenture,
not less than five business days prior to the earlier of (i) the March 15, June
15, September 15 or December 15 next preceding the applicable Interest Payment
Date and (ii) the date on which the Company or the Trustee is required to give
notice to the New York Stock Exchange or other applicable self-regulatory
organization of the Regular Record Date and the payment date for such related
interest payment period, 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.
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 September 30, 2036.
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 as 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 October 31, 1996), in either case after
October 31, 1996, 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 UNIF GIFT MIN ACT - ___________ Custodian _________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 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.