SERIES F FIXED RATE NOTE EXHIBIT 4(D)
REGISTERED PRINCIPAL AMOUNT
MCDONALD'S CORPORATION
No. MEDIUM-TERM NOTE, SERIES F
(FIXED RATE) CUSIP
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 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 REQUIRED 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
Amortization 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:
A-1
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, the principal sum specified above of
_________________________ (Specified Currency) on the Stated Maturity shown
above and to pay interest thereon 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 specified on the face hereof, which 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 a Saturday or
Sunday, that is (i) neither a legal holiday nor a day on which banking
institutions are authorized or required by law 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, the Principal Financial
Center of the country issuing such Specified Currency; (ii) if the Specified
Currency for this Note is ECU, a day that does not appear as an ECU non-
settlement day on the display designated as "ISDE" on the Reuter Monitor Money
Rates Service (or a day so designated by the ECU Banking Association) or, if ECU
non-settlement days do not appear on that page (and are not so designated) a day
on which payments in ECU may be settled in the international interbank market;
and (iii) if the Specified Currency for this Note is Euro, a day fixed as
described herein. "Principal Financial Center" means 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, Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the
Principal Financial Center shall be Sydney, Frankfurt, Amsterdam, Milan, Zurich
and Luxembourg, 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
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
A-2
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 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.
A-3
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: ________ ___ , 1998
MCDONALD'S CORPORATION
By:_______________________
Senior Vice President and
Treasurer
ATTEST:
By:__________________________
Secretary
A-4
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: ________ ___, 1998
FIRST UNION NATIONAL BANK,
as Trustee
THE FIRST NATIONAL BANK OF CHICAGO,
as Authenticating Agent
By:_____________________________
Authorized Signatory
A-5
MCDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES F
(FIXED RATE)
This Note is one of a series of duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the "Debt Securities")
of a 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 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 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.$1,000,000,000 or the equivalent thereof in one or more
foreign or composite currencies, 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 currencies other than U.S. dollars
will be determined by an agent designated by the Company, which initially shall
be The First National Bank of Chicago (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 an
integral 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. Only Notes denominated and payable in U.S. dollars may be
issued as Book-Entry Notes, and such Notes will not be exchangeable for
Certificated Notes and, except as otherwise provided in the Indenture, will not
otherwise be issuable as Certificated Notes.
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
R-1
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
preceding the applicable payment date (or, if no such rate is quoted on such
date, the last preceding date on which such rate was quoted), from three (or, if
three are not available, then two) recognized foreign exchange dealers in The
City of New York 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.
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 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 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 (including ECU (as defined
below)) 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) or (ii) if such Specified Currency is the ECU and the Euro is
substituted for the ECU as the unit of account of the European Community or the
European Central Bank, then the Issuer may, solely at its option and without the
consent of the Holders of such Notes or the need to execute a supplemental
indenture to the Indenture, on any Interest Payment Date after the EMU Date and
after the date on which such country has become a Participating Member State or
such substitution of the Euro for the ECU has occurred, respectively (such
Interest Payment Date, a "Redenomination Date"), redenominate all of the Notes
of such series into Euros (whether or not any Other Securities (as defined
below) are so redenominated) 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 Issuer elects
to so redenominate a series of Notes, the Notes of such series shall be
redenominated:
(i) in such manner and subject to such procedures as the Issuer shall
determine to be consistent with existing or anticipated market practice for
the redenomination into Euros of debt obligations issued in the Euromarkets
(whether denominated in such Specified Currency or otherwise) which are
held in international clearing systems ("euromarket debt obligations"); or
R-2
(ii) if no such determination as set out in clause (i) above is made,
the Issuer shall convert the nominal Specified Currency amount of each
Note of such series into Euros by using the Fixed Conversion Rate (as
defined below) and rounding the resultant figure to the nearest cent
(with 0.005 of a Euro being rounded upwards) (the "Redenominated Amount")
and the Notes of the same series denominated in such Specified Currency
shall be replaced either (1) by the Notes of the same series equal in
value to the Redenominated Amount, denominated in Euros, each with a
denomination of one cent; or (2) if the international clearing systems in
which the Notes are then cleared and settled do not then accept for
clearance and settlement redenominated euromarket debt obligations, each
with a denomination of one cent, by Notes of the same series equal in
value to the Redenominated Amount, denominated in Euros, each with a
denomination of one Euro. Any balance remaining from a redenomination in
accordance with clause (2) above shall be paid by way of cash adjustment.
Such cash adjustment shall be payable in Euros on the Redenomination Date
to, or to the order of, the Holders of the Notes of such series in a
manner substantially similar to that provided herein for the payment of
interest on the Notes.
Without prejudice to the foregoing, the Issuer may, solely at its
option and without the consent of the Holders of the Notes or a series of the
need to execute a supplemental indenture to the Indenture, upon the giving of
not less than 30 days' irrevocable notice thereof in accordance with the terms
hereof (which notice shall set forth the manner in which such further
redenomination shall be effected), elect that, with effect from the
Redenomination Date for such series or such later Interest Payment Date as it
may specify (the "Specified Date"), the denominations of the Notes of such
series shall be one cent (if applicable), Euro 1, Euro 10, Euro 100, Euro 1,000,
Euro 10,000, Euro 100,000 and Euro 1,000,000; provided, however, that in no
event shall the minimum denominations of such Notes after the Redenomination
Date with respect thereto be lower than the equivalent of any minimum
denominations of such Notes required by law, regulation or market practice. If
the Issuer so elects, the then-existing Euro-denominated Notes of a series
("Original Euro Notes") shall be exchangeable for Notes of such new denomination
("New Euro Notes") having the same aggregate nominal amount as the Original Euro
Notes so exchanged, in accordance with procedures to be set forth in the
relevant notice of redenomination.
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 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 practice as determined by the Issuer 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 Issuer 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 Issuer.
If the Notes of a series are to be consolidated with Other Securities
(as defined below) by reference to the same Interest Payment Date as a
redenomination of the Notes of such series into Euros or to an Interest Payment
Date following the Interest Payment Date by reference to which the Notes of such
series are redenominated in Euros, the provisions below concerning consolidation
of Notes shall apply with effect from the Consolidation Date (as defined below)
for such consolidation.
R-3
Unless and until the Notes of a series redenominated in accordance
with the provisions hereof are to be consolidated with Other Securities in
accordance with the provisions below concerning consolidation of Notes, the
interest accrual basis and the provisions of the Notes of such series relating
to the source and determination of such interest accrual basis that shall apply
to such Notes from, and including, the Interest Payment Date falling on or
immediately prior to the Redenomination Date shall be (i) the interest accrual
basis and such provisions which applied to such Notes prior to such
redenomination, unless such interest accrual basis is and/or such provisions are
inconsistent with the then-existing or anticipated market practice for Euro-
denominated debt obligations issued in the euromarkets with fixed rate or
floating rate interest payments (as the case may be) of frequencies identical or
substantially similar to the frequency of interest payments under such Notes,
based, in the case of floating interest rate payments, on the reference rate
applicable to such Notes prior to the Redenomination Date and held in
international clearing systems as determined by the Issuer or (ii) if the
interest accrual basis which applied to such Notes prior to the Redenomination
Date is and/or such provisions are so inconsistent, the interest accrual basis
and/or the provisions of the Notes of such series relating to the source and
determination of such interest accrual basis, as the case may be, which is
consistent with the then-existing or anticipated market practice for Euro-
denominated debt obligations issued in the euromarkets with fixed rate or
floating rate interest payments (as the case may be) of frequencies identical or
substantially similar to the frequency of interest payments under such Notes,
based, in the case of floating interest rate payments, on the reference rate
applicable to such Notes (adjusted as aforesaid) and held in international
clearing systems as determined by the Issuer.
The Issuer may, with the consent of the Trustee, and without the need
to obtain the consent of the Holder of any Note, make any changes or additions
to the terms of the Notes of a series which (i) the Issuer or the Trustee
believes are necessary or appropriate to facilitate the implementation of the
practical aspects of this section as they relate to such Notes in the context of
the introduction of the Euro or (ii) correct any manifest error or any ambiguity
or correct or supplement any defective provisions described herein and which
changes or additions the Issuer 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 Issuer, the Holders of the Notes
of such series, the Trustee, the Paying Agents and any other agent of the
Issuer. The Issuer shall promptly give notice of any such change or addition.
"EMU" means Economic and Monetary Union as contemplated by the Treaty
of Rome;
"ECU" means the European Currency Unit or its successor as the unit of
account of the European Community and the European Central Bank;
"EMU Date" means the day on which the third stage of EMU has started
or events have occurred which have substantially the same effects and which
result in substantially the same consequences as the effects and consequences of
the start of third stage of EMU as contemplated by the Maastricht Treaty in
effect as of the date of the Indenture;
"Euro" means the single or unified currency to be introduced in the
Participating Member States, whether known as the Euro or otherwise;
R-4
"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 established by the Treaty of Rome which 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.
If (i) the principal of and any interest and premium (if any) on the
Notes of a series is payable in any Specified Currency (including ECU) other
than U.S. dollars and (ii) after the EMU Date, the Currency Country has become a
Participating Member State or, if the Specified Currency of the Notes of such
series is the ECU, the Euro is substituted for the ECU as the unit of account of
the European Community or the European Central Bank, then, subject to the
provisions below, the Issuer may, without the consent of the Holders of such
Notes or the need to execute a supplemental indenture to the Indenture, on any
Interest Payment Date after the EMU Date (as defined below) has occurred (or if
that day is not a business day in any location(s) which is or are determined by
the Issuer to be necessary or appropriate for the consolidation of the Notes of
such series, the next following day which is a business day in such location(s))
(each a "Consolidation Date"), and on the giving of not less than 30 days'
notice prior to the Interest Payment Date falling on or immediately prior to the
relevant Consolidation Date in accordance with the terms hereof (which notice
shall detail the manner in which consolidation shall be effected), consolidate
the Notes of such series with one or more series of Other Securities, provided,
however, (i) that such consolidation may only be carried out if the Notes of
such series and the Other Securities to be consolidated have been redenominated
in Euros on or before the Interest Payment Date falling on or immediately prior
to the relevant Consolidation Date (if not already so denominated), and (ii)
that no Event of Default under the Notes of such series or other event which,
with the giving of notice or the passage of time or both, would be an Event of
Default under the Notes of such series, or any similar event under the terms of
such Other Securities, has occurred and is continuing.
"Other Securities" means, at any time, any one or more series of other
Notes or other notes or bonds of the Issuer which (i) are issued pursuant to the
Indenture or an indenture supplemental thereto and have the same or
substantially the same terms and conditions (as then in effect and which have
not lapsed), and the benefit of the same rights, as the Notes of a series (other
than in relation to the currency of original denomination and/or the
denomination and/or the terms and conditions of Notes of such series relating to
business days or interest accrual bases and/or the stock exchange(s) (if any) on
which such other Notes or other notes or bonds are listed and/or the clearing
systems through which such other Notes or other notes or bonds are cleared and
settled and/or redenomination into Euros and/or notices) and (ii) have been
designated by the Issuer as falling within clause (i) above and remain so
designated.
R-5
The Issuer may exercise its right referred to above if it determines
that the Notes of a series and Other Securities which it proposes to consolidate
(collectively, the "Consolidating Securities") will, with effect from the date
of their consolidation, (i) be cleared and settled on an interchangeable basis
with the same securities identification numbers through the main clearing
systems through which the Notes of such series and the relevant Other Securities
were cleared and settled immediately prior to consolidation unless on the date
of such proposed consolidation it will be impossible to so clear and settle the
Consolidating Securities in one or more of such main clearing systems, in which
case the Consolidating Securities need not so clear and settle through such
unavailable clearing system(s) unless it would be materially prejudicial to the
Holders of the Notes of such series who hold their Notes through such clearing
system(s) and (ii) if either the Notes of such series or the relevant Other
Securities were listed on any European stock exchange on which debt obligations
issued in the Euromarkets are customarily listed immediately prior to the
consolidation contemplated hereby, be listed on at least one such exchange.
Notwithstanding the preceding paragraph, the definitions of Business
Day and Market Day that shall apply to a Note for payments on or in respect of
such Note following consolidation thereof shall be (A) business day and 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 practice as determined
by the Issuer, or (B) the component business days included in the Business Day
and Market Day which applied to such Note and the business day and market day
definitions which applied to the relevant Other Securities for payments thereon
or in respect thereof prior to consolidation or (C) if the Issuer would be
unable to make payments on such Note 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 Issuer.
The interest accrual basis and the provisions of the Notes of a series
relating to the source and determination of such interest accrual basis that
shall apply to the Notes of such series consolidated in accordance with the
provisions hereof from, and including, the Interest Payment Date falling on or
immediately prior to the Consolidation Date shall remain the same if the Other
Securities which have been consolidated with such Notes had the same interest
accrual basis and the same such provisions prior to such consolidation as
applies to such Notes. If such Other Securities do not have such same interest
accrual basis and/or the same such provisions, then notwithstanding the
provisions above concerning redenomination of Notes, the interest accrual basis
and/or the provisions of the Notes of such series relating to the source and
determination of such interest accrual basis, as the case may be, that shall
apply to such Notes from, and including, the Interest Payment Date falling on or
immediately prior to such Consolidation Date shall be (i) the interest accrual
basis and/or such provisions which applied to such Notes prior to their
consolidation, unless such interest accrual basis is and/or such provisions are
inconsistent with the then-existing or anticipated market practice for Euro-
denominated debt obligations issued in the Euromarkets with fixed rate or
floating rate interest payments (as the case may be) of frequencies identical or
substantially similar to the frequency of interest payments thereunder and held
in international clearing systems, as determined by the Issuer, or (ii) if the
interest accrual basis which applied to such Notes prior to their consolidation
is and/or such provisions are so inconsistent, the interest accrual basis and/or
the provisions of the Notes of such series relating to the source and
determination of such interest accrual basis, as the case may be, which is
consistent with the then-existing or anticipated market practice for Euro-
denominated debt obligations issued in the
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Euromarkets with fixed rate or floating rate interest payments (as the case may
be) of frequencies identical or substantially similar to the frequency of
interest payments hereunder and held in international clearing systems, as
determined by the Issuer.
On a consolidation pursuant to the provisions hereof, the Issuer may
without the need to obtain the consent of Holders of the affected Notes, alter
the nominal amounts in which such Notes are denominated as a result of any
previous redenomination of such Notes.
Upon any consolidation of the Notes of a series represented by a
Global Note with any series of Other Securities so represented, the Issuer may
change the depositary(ies) which hold(s) the Notes of such series and/or the
relevant Other Securities either physically or on behalf of the clearing
system(s) through which the Notes of such series and/or the relevant Other
Securities are held and/or issue a replacement Global Note or Global Notes
representing such Notes. Notes of series represented by Certificated Notes must
be exchanged for Notes represented by a Global Note prior to any consolidation
hereunder. If such exchange is not possible pursuant to the terms of such Notes,
no such consolidation of such Notes with Other Securities represented by a
Global Note may take place.
The Issuer undertakes to the Holders of the Notes of a series
consolidated in accordance with the provisions hereof that, following a
consolidation of the Notes of such series with a series of Other Securities, it
shall, in dealing with the Holders of the Notes of such series, have regard to
the interests of such Holders and the Holders of the relevant Other Securities
alike.
The Issuer 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 (i) the Issuer or the Trustee
believes are necessary or appropriate to facilitate the implementation of the
practical aspects of this section as they relate to such Notes in the context of
the relevant consolidation or (ii) correct any manifest error or any ambiguity
or correct or supplement any defective provisions described herein, and which
changes or additions the Issuer 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 Issuer, the Holders of the Notes
of such series, the Trustee, the Paying Agents and any other agent of the
Issuer. Any change or addition shall be considered to be made by operation of
the terms of the relevant Notes. The Issuer 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 of a series into Euros or the
consolidation of a series of Notes with other series of Notes upon or subsequent
to such conversion, 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 or consolidation 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 Issuer, 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
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Community, including, without limitation, each (and any combination) of (i) the
introduction of, changeover to or operation of the Euro; (ii) the fixing of
exchange rates between the currency of a Participating Member State and the Euro
or between the currencies of Participating Members States; (iii) the
substitution of the Euro for the ECU as the unit of account of the European
Community or the European Central Bank; (iv) the introduction of the Euro as
lawful currency in a Participating Member State; (v) 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 (vi) the disappearance or
replacement of a relevant rate option or other price source for the ECU or 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 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.
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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.
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
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 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.
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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
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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 and upon all future Holders of this
Note and of any Note 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.
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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 The First National Bank of Chicago, c/o 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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