Exhibit 4(d)
SERIES H FIXED RATE NOTE
REGISTERED PRINCIPAL AMOUNT
No. McDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FIXED RATE) CUSIP
Due From 1 Year To 60 Years From Date Of Issue
IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE
DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC, THIS NOTE IS A GLOBAL
SECURITY AND THE FOLLOWING LEGEND IS APPLICABLE: UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY 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 SECURITIES
REPRESENTED HEREBY IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL
SECURITY 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO STATED MATURITY"
AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: % Original Issue Date:
Interest Rate: % Stated Maturity:
Specified Currency:
(Applicable only if other than U.S. dollars)
Option to Receive Payments in Specified Currency: [_]Yes [_]No
(Applicable only if Specified Currency is
other than U.S. dollars)
Authorized Denominations:
(Applicable only if other than U.S.$1,000
and increments of U.S.$1,000 or if Specified
Currency is other than U.S. dollars)
Method of Payment of Principal:
(Applicable only if other than immediately available funds)
Interest Payment Dates:
(Applicable only if other than February 15 and August 15 of
each year)
Regular Record Dates:
(Applicable only if other than February 1 and August 1 of
each year)
Optional Redemption:
Optional Redemption Dates:
Redemption Prices:
[_] The Redemption Price shall initially be % of the principal amount of
the Note to be redeemed and shall decline at each anniversary of the
initial Optional Redemption Date by % of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount;
provided, however, that if this Note is an Original Issue Discount
Note, the Redemption Price shall be the Amortized Face Amount of the
principal amount to be redeemed.
[_] Other:
Sinking Fund:
Sinking Fund Dates:
Sinking Fund Amounts:
Amortizing Note: [_]Yes [_]No
Amortizing Schedule:
Optional Repayment:
Optional Repayment Dates:
Optional Repayment Prices:
Original Issue Discount Note:
Total Amount of OID:
Yield to Stated Maturity:
Initial Accrual Period OID:
McDONALD'S CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to)
, for value received, hereby promises to pay to
or registered assigns, on the Stated Maturity shown above, the
principal sum specified above (or so much thereof as shall then remain
outstanding) in the currency specified above (the "Specified Currency") and to
pay interest on the principal sum outstanding from time to time in the Specified
Currency at the Interest Rate shown above from and including the Original Issue
Date shown above or from and including the most recent date to which interest
has been paid or duly provided for, semi-annually in arrears, unless otherwise
specified on the face hereof, on but excluding February 15 and August 15 of each
year and at but excluding Maturity (each such day being an "Interest Payment
Date"), until the principal hereof is paid or duly provided for. Interest on
this Note, if any, will be computed on the basis of a 360-day year of twelve
30-day months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date as specified on the face hereof shall, as
provided in such Indenture, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date for such interest
as which, unless otherwise specified on the face hereof, shall be the February 1
or August 1 (whether or not a Business Day), as the case may be, next preceding
an Interest Payment Date. Notwithstanding the foregoing, if this Note is issued
between a Regular Record Date and the related Interest Payment Date, the
interest so payable for the period from the Original Issue Date to such Interest
Payment Date shall be paid on the next succeeding Interest Payment Date to the
Registered Holder hereof on the related Regular Record Date. For purposes of
this Note, "Business Day" means any day, other than Saturday or Sunday, that is
(i) neither a legal holiday nor a day on which banking institutions are
authorized or required by law, regulation or executive order to close in (a) The
City of New York, (b) the City of Chicago, or (c) if the Specified Currency for
this Note is other than U.S. dollars, or Euro, the Principal Financial Center
(as defined below) of the country issuing such currency; (ii) if the Specified
Currency for this Note is Euro, a day on which the TARGET System is operating
or in any other place or any other days as may be specified herein. "Principal
Financial Center" will generally be the capital city of the country issuing the
currency or composite currency in which any payment in respect of this Note is
to be made, except that with respect to Australian dollars, Canadian dollars,
U.S. dollars, Swiss francs and Euro, the Principal Financial Center shall be
Sydney, Toronto, The City of New York, Zurich and London, respectively.
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company or the Paying Agent will
(unless otherwise specified on the face hereof) arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof. The Holder hereof may, if so indicated above, elect to receive all
payments in respect hereof in the Specified Currency by delivery of a written
notice to the Paying Agent not later than 15 calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Paying Agent received not later than 15 calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available to the Company for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, then the Holder hereof may not so elect to receive
payments in the Specified Currency, and any such outstanding election shall be
automatically suspended, and payments shall be in U.S. dollars, until the
Company determines that the Specified Currency is again available to the Company
for making such payments.
If this Note is a Certificated Note, payments of interest in U.S.
dollars (other than interest payable at Maturity) will be made by check mailed
to the address of the Person entitled thereto as such address shall appear on
the Debt Security Register on the applicable Regular Record Date, provided that,
if the Holder hereof is the Holder of U.S.$10,000,000 (or the equivalent thereof
in a
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Specified Currency other than U.S. dollars determined as provided on the reverse
hereof) or more in aggregate principal amount of Notes of like tenor and term,
such U.S. dollar interest payments will be made by wire transfer of immediately
available funds, but only if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than 15 calendar days prior to
the applicable Interest Payment Date. Simultaneously with any election by the
Holder hereof to receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder shall provide appropriate wire
transfer instructions to the Paying Agent and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States. Unless otherwise specified
on the face hereof, the principal hereof and any premium and interest hereon
payable at Maturity will be paid in immediately available funds upon surrender
of this Note at the Place of Payment. If this Note is a Global Security,
beneficial owners of interest herein will be paid in accordance with DTC's and
its participants' procedures in effect from time to time.
Reference is hereby made to the further provisions of this Note 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 Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, McDonald's Corporation has caused this Note
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: ________________
McDONALD'S CORPORATION
By:________________________________
Senior Vice President and Treasurer
ATTEST:
By:____________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein
provided for in the within mentioned Indenture.
Dated: ________________
WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee
BANK ONE TRUST COMPANY, N.A.,
as Authenticating Agent
By:________________________________
Authorized Signatory
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McDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FIXED RATE)
This Note is one of a single series of duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the "Debt Securities")
of a single series hereinafter specified, all issued or to be issued in one or
more series under a Senior Debt Securities Indenture, dated as of October 19,
1996 (herein called the "Indenture"), between the Company and Wachovia Bank, Nat
ional Association (formerly, First Union National Bank), as trustee (herein call
ed 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 and the Holders of the Debt
Securities and of 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 Debt Security
is one of the series designated on the face hereof, limited in aggregate initial
public offering price or purchase price of up to U.S.$1,975,000,000 or the
equivalent thereof in one or more foreign currencies, including the Euro,
subject to reduction as a result of the sale of other Debt Securities. The U.S.
dollar equivalent of the public offering price or purchase price of Notes
denominated in foreign currency will be determined by an agent designated by the
Company, which initially shall be Bank One Trust Company, N.A. (the "Paying
Agent"), on the basis of the noon buying rate in The City of New York for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such currencies on
the applicable trade dates.
"Maturity", when used with respect to this Note, means the date on which the
principal of this Note or an installment of principal becomes due and
payable as provided herein or in the Indenture, whether at Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.
Unless otherwise specified on the face hereof in the case of Notes
represented by a Global Security, the authorized denominations of Notes
denominated in U.S. dollars will be U.S.$1,000 and any larger amount that is a
multiple of U.S.$1,000. The authorized denominations of Notes denominated in a
currency other than U.S. dollars will be as set forth on the respective faces
thereof.
Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note.
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If the Specified Currency is other than U.S. dollars, the amount
of any U.S. dollar payment to be made in respect hereof will be determined by
the Paying Agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Paying Agent at approximately 11:00 A.M., New York City
time, on the second Business Day before the applicable payment date (or, if no
such rate is quoted on such date, the Paying Agent will use the last date on
which such rate was quoted), from three (or, if three are not available, then
two) recognized foreign exchange dealers in New York City (which may include the
agents, their affiliates or the Paying Agent) selected by the Paying Agent for
the purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such U.S. dollar payments. If no such bid quotations are available, then such
payments will be made in the Specified Currency, unless the Specified Currency
is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph.
If the Specified Currency is other than U.S. dollars and this
Note is a Global Note, the Holder of a beneficial interest in this Global Note
may elect to receive a payment or payments in the Specified Currency by
notifying the DTC participant through which its Notes are held on or prior to
the applicable Record Date of (1) the Holder's election to receive all or a
portion of the payment in the Specified Currency, and (2) wire transfer
instructions to an account located outside of the United States. DTC must be
notified of an election and wire transfer instructions (1) on or prior to the
third New York Business Day (as defined below) after the Record Date for any
payment of interest, and (2) on or prior to the tenth New York Business Day
after the Record Date for any payment of principal. DTC will notify the Paying
Agent of an election and wire transfer instructions (1) on or prior to 5:00 P.M.
New York City time on the fifth New York Business Day after the Record Date for
any payment of interest, and (2) on or prior to 5:00 P.M. New York City time on
the twelfth New York Business Day after the Record Date for any payment of
principal. If complete instructions are forwarded to DTC through DTC
participants and by DTC to the Paying Agent on or prior to such dates, such
Holder will receive payment in the Specified Currency outside of DTC; otherwise,
only U.S. dollar payments will be made by the Paying Agent to DTC.
The term "New York Business Day" means any day other than a
Saturday or Sunday or a day on which banking institutions in the City of New
York are authorized or required by law or executive order to close.
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable to the Company due to the imposition of exchange
controls or other circumstances beyond the Company's control or is no longer
used by the government of the country issuing such currency (unless otherwise
replaced by the Euro) or for the settlement of transactions by public
institutions of or within the international banking community, then such payment
shall be made in U.S. dollars until such currency is again available to the
Company or so used. The amount so payable in such foreign currency shall be
converted
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into U.S. dollars on the basis of the most recently available Market Exchange
Rate for such currency or as otherwise indicated on the face hereof. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
If the principal of and any interest and premium, if any, on the Notes of a
series is payable in any Specified Currency other than U.S. dollars and (i) the
country of which such Specified Currency has been a currency of legal tender for
the payment of public and private debts (the "Currency Country") becomes a
Participating Member State (as defined below), then the Company may, solely at
its option and without the consent of the Holders of such Notes or the need to
amend the Indenture, on any Interest Payment Date after the date on which such
country has become a Participating Member State has occurred, (such Interest
Payment Date, a "Redenomination Date"), redenominate all of those Notes into
Euros upon the giving of not less than 30 days' notice thereof in accordance
with the terms of such Notes, which notice shall set forth the manner in which
such redenomination shall be effected. If the Company elects to redenominate a
tranche of Notes, the election to redenominate will have effect as follows:
1. each denomination will be deemed to be denominated in such amount
of Euro as is equivalent to its denomination or the amount of interest
in the Specified Currency at the Fixed Conversion Rate (as defined
below) adopted by the Council of the European Union for the Specified
Currency, rounded down to the nearest Euro 0.01;
2. after the Redenomination Date, all payments in respect of those
Notes, other than payments of interest in respect of periods
commencing before the Redenomination Date, will be made solely in Euro
as though references in those Notes to the Specified Currency were to
Euro. Payments will be made in Euro by credit or transfer to a Euro
account (or any other account to which Euro may be credited or
transferred) specified by the payee, or at the option of the payee, by
a Euro cheque;
3. If those Notes are Notes which bear interest at a fixed rate and
interest for any period ending on or after the Redenomination Date is
required to be calculated for a period of less than one year, it will
be calculated on the basis of the applicable fraction specified in the
Pricing Supplement; and
4. such other changes shall be made to the terms of those Notes as
we may decide, after consultation with the Trustee, and as may be
specified in the notice, to conform them to conventions then
applicable to debt securities denominated in Euro or to enable those
Notes to be consolidated with other notes whether or not originally
denominated in the Specified Currency or Euro. Any such other changes
will not take effect until after they have been notified to the
Holders.
The definitions of Business Day and Market Day that shall apply
to the Notes for payments on or in respect thereof following any redenomination
thereof and for all other purposes under the Notes and under the Indenture shall
be (A) business day and
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market day definitions for fixed or floating rate (as applicable)
Euro-denominated debt obligations issued in the Euromarkets and held in
international clearing systems which are consistent with existing or anticipated
market practices as determined by the Company or (B) if no such Business Day and
Market Day definitions are so determined, the definitions of Business Day and
Market Day which applied to such Notes before redenomination or (C) if the
Company would be unable to make payments on the Notes on the date that payment
is expressed to be due if (B) above were to apply, such other business day and
market day definitions as are determined by the Company.
"EMU" means Economic and Monetary Union as contemplated by the
Treaty of Rome;
"Euro" means the single or unified currency to be introduced in
the Participating Member States, whether known as the Euro or otherwise;
"Fixed Conversion Rate" with respect to any Specified Currency
means the irrevocably fixed conversion rate between the Euro and such Specified
Currency adopted by the Council of the European Union according to Article 109
1(4) first sentence of the Treaty of Rome;
"Maastricht Treaty" means the treaty on European Union which was
signed in Maastricht on February 1, 1992 and came into force on November 1,
1993;
"Participating Member State" means a member state of the European
Community that adopts the Euro in accordance with the Treaty of Rome; and
"Treaty of Rome" means the Treaty of Rome of March 25, 1957, as
amended by the Single European Act of 1986 and the Maastricht Treaty,
establishing the European Community, as amended from time to time.
The Company may, with the consent of the Trustee, and without the
need to obtain the consent of the Holders of any Note, make any changes or
additions to the terms of the Notes of a series which correct any manifest error
or any ambiguity or correct or supplement any defective provisions described
herein, and which changes or additions the Company and the Trustee believe are
not materially prejudicial to the interests of the Holders of the Notes of such
series. Any such change or addition shall be binding on the Company, the Holders
of the Notes of such series, the Trustee, the Paying Agents and any other agent
of the Company. Any change or addition shall be considered to be made by
operation of the terms of the relevant Notes. The Company shall promptly give
notice of any such change or addition.
Except as provided in the Note or in the Pricing Supplement with
respect to the redenomination of the Notes into Euros, the occurrence or
non-occurrence of an EMU Event (as defined below) or the entry into force of any
law, regulation, directive or order requiring redenomination to be undertaken on
terms different than those described herein, will not have the effect of
altering any term of, or discharging or excusing performance under, the
Indenture or Notes nor give the
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Company, the Trustee or the Holder of such Notes, the right unilaterally to
alter or terminate the Indenture or Notes or give rise to any Event of Default
or otherwise be the basis for any acceleration, early redemption, rescission,
notice, repudiation, adjustment or renegotiation of the terms of the Indenture
or Notes. The occurrence or non-occurrence of an EMU Event will be considered to
occur automatically pursuant to the terms of the Notes. For purposes hereof,
"EMU Event" means any event associated with EMU in the European Community,
including, without limitation, each (and any combination) of (i) the fixing of
exchange rates between the currency of a Participating Member State and the Euro
or between the currencies of Participating Members States; (ii) the introduction
of the Euro as lawful currency in a Participating Member State; (iii) the
withdrawal from legal tender of any currency that, before the introduction of
the Euro, was lawful currency in any of the Participating Member States; or (iv)
the disappearance or replacement of a relevant rate option or other price source
for the national currency of any participating Member State, or the failure of
the agreed sponsor (or a successor sponsor) to publish or display a relevant
rate, index, price, page or screen.
If so specified on the face hereof, the Company may, at its
option, redeem this Note in whole, or from time to time in part in accordance
with the procedures set forth in the Indenture, on the date or dates designated
as the Optional Redemption Date(s) on the face hereof, at the Redemption
Price(s) specified on the face hereof declining from a specified premium, if
any, to par, together with accrued interest to the Optional Redemption Date. The
Company may exercise such option by causing the Trustee or the Paying Agent to
mail a notice of such redemption at least 30 but not more than 60 days prior to
the applicable Optional Redemption Date. In the event of redemption of this Note
in part only, a new Note or Notes for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.
If so specified on the face hereof, this Note will be repayable
prior to its Stated Maturity at the option of the Holder on the Optional
Repayment Date(s) shown on the face hereof at the Optional Repayment Price(s)
shown on the face hereof, together with accrued interest to the date of
repayment. In order for this Note to be repaid, the Paying Agent must receive at
least 30 but not more than 45 days prior to an Optional Repayment Date (i) this
Note with the form below entitled "Option to Elect Repayment" duly completed; or
(ii) a facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States of America setting forth the name of
the Holder of this Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such facsimile transmission or letter. If
the procedure described in clause (ii) of the preceding sentence is followed,
this Note with the form duly completed must be received by the Paying Agent by
such fifth Business Day. Any tender of this Note for Repayment shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less than the entire principal amount of the Note, provided that the
principal amount of this
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Note remaining outstanding after repayment is an authorized denomination. Upon
such partial repayment, this Note shall be canceled and a new Note or Notes for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Note.
Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund. Any such sinking fund shall be administered in
accordance with the terms specified on the face hereof and otherwise as set
forth in the Indenture.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note, the amount payable in the event of redemption or
repayment prior to the Stated Maturity hereof, in lieu of the principal amount
due at the Stated Maturity hereof, shall be the Amortized Face Amount of this
Note as of the Optional Redemption Date or the Optional Repayment Date, as the
case may be. The "Amortized Face Amount" of this Note shall be the amount equal
to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion
of the difference between the Issue Price and the principal amount hereof that
has accrued at the Yield to Stated Maturity (as set forth on the face hereof)
(computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Note, if it
is an Original Issue Discount Note, exceed its principal amount.
If this Note is a Global Security, ownership of beneficial interests
herein will be limited to participants in DTC or persons that hold interests
through such participants, and the transfer of beneficial interests herein will
be effected only through records maintained by DTC (and with respect to
interests of participants in DTC) and by participants in DTC or persons that may
hold interests through such participants (with respect to persons other than
participants in DTC).
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Person surrendering the same.
If this Note is a Global Security, this Note is exchangeable only if
(x) DTC notifies the Company that it is unwilling or unable to continue as
depositary for this Note or if at any time DTC ceases to be in good standing
under the Securities Exchange Act of 1934, as amended, and the Company does not
appoint a successor depositary within 90 days after the Company receives such
notice or becomes aware that DTC is no longer in good standing; or (y) the
Company in its sole discretion determines that this Note shall be exchanged for
Certificated Notes in definitive form, provided that the definitive Notes so
issued in exchange for this Note shall be in authorized denominations and be of
like aggregate principal amount and tenor and terms as the portion of this Note
to be exchanged. Except as provided above, owners of beneficial interests in
this Note (if a Global Security) will not be entitled to have this Note or Notes
represented by this Note registered in their names or receive physical delivery
of Notes in definitive form and will not be considered the Holders hereof for
any purpose under the Indenture.
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As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Debt Security register of
the Company, upon surrender of this Note for registration of transfer at the
offices or agencies as may be designated and maintained by the Company for such
purpose in accordance with the provisions of the Indenture, 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 Notes of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such 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.
The Company, the Trustee and any agent of the Company or of the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor such agent shall be affected by notice to the contrary.
If an Event of Default shall occur and be continuing with respect to
the Notes, the unpaid principal amount of the Notes 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 Notes at the time Outstanding, as defined in the Indenture, on
behalf of the Holders of all the Notes, 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 Note shall be conclusive and binding upon such Holder
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and upon all future Holders of this Note and of any Notes 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 Note or upon any Note
issued upon the transfer hereof or in exchange therefor or in lieu hereof.
No reference herein to the Indenture and no provision of this Note 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 Note at
the times, places and rate, and in the coin and currency, herein prescribed.
No recourse shall be made for the payment of the principal of or the
interest on this Note or for any claim based herein 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 Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
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:
Additional abbreviations may also be used though not in the above list
________________________________________________________________________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $__________ principal amount of the within Note, pursuant to its terms,
on the "Optional Repayment Date" first occurring after the date of receipt of
the within Note as specified below, together with interest thereon accrued to
the date of repayment, to the undersigned at:
____________________________________________________________
____________________________________________________________
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Registrar at Bank One Trust Company, N.A./First Chicago Trust Company of New
York, 14 Wall Street - 8th Floor, Window 2, New York, New York 10005, Attention:
Corporate Trust Administration.
Dated:____________________ ________________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Other
Identifying Number of Assignee
____________________________________________________________
____________________________________________________________
Please Print or Typewrite Name and Address of Assignee
____________________________________________________________
the within Instrument of McDONALD'S CORPORATION and hereby does irrevocably
constitute and appoint
_________________________________Attorney
to transfer such Note on the books of McDONALD'S CORPORATION with full power of
substitution in the premises.
Dated:________________________ ________________________________
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the Note in every particular, without alteration or
enlargement or any change whatsoever.
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