EXHIBIT 4(E)
SERIES F FLOATING RATE NOTE
REGISTERED PRINCIPAL AMOUNT
NO. MCDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES F
(FLOATING RATE) CUSIP
Due from One 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 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) SET
FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial 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 and if
this Note is not a Book-Entry Note)
Method of Payment of Principal:
(Applicable only if other than immediately available funds)
Authorized Denominations:
(Applicable only if other than U.S. $1,000 and increments of $1,000 or if
Specified Currency is other than U.S. dollars)
Base Rate: [_] CD Rate [_] CMT Rate [_] Commercial Paper [_] Federal Funds
Rate [_] LIBOR [_] Treasury Rate [_] Prime Rate [_] Other (see attached)
If Base Rate is CMT Rate, specify Designated CMT Telerate Page:
If Base Rate is LIBOR, specify: LIBOR Reuters:
Designated LIBOR Page: LIBOR Telerate:
Interest Reset Period: Index Currency: Index Maturity:
Interest Reset Dates:
(Applicable only if other than as described on the reverse hereof)
Interest Payment Dates:
Interest Accrual:
(Applicable only if other than as described on the reverse hereof)
Spread Multiplier: Spread (+/-):
Maximum Interest Rate: Minimum Interest Rate:
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
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Discount Note, the Redemption Price shall be the Amortized
Face Amount of the principal amount to be redeemed.
[_] Other:
Sinking Fund: Amortizing Note:
Sinking Fund Dates: Amortization Schedule:
Sinking Fund Amounts:
Optional Repayment: Original Issue Discount Note:
Optional Repayment Dates: Total Amount of OID:
Optional Repayment Prices: Yield to Stated Maturity:
Initial Accrual Period OID:
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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 amount specified above of _______________
________________ (Specified Currency) on the Stated Maturity shown above and
to pay accrued interest on said principal amount at the Initial Interest Rate
shown above from and including the Original Issue Date shown above until but
excluding the first Interest Reset Date shown above following the Original
Issue Date and thereafter at the Base Rate shown above, adjusted by the Spread
and/or Spread Multiplier, if any, shown above, determined in accordance with
the provisions on the reverse hereof, until said principal amount is paid or
duly provided for in accordance with the terms hereof. The interest so
payable, and punctually paid or duly provided for, on each Interest Payment
Date as specified on the face hereof shall, as provided in the Indenture
referred to on the reverse hereof, 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 date
(whether or not a Business Day), 15 calendar days immediately preceding such
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; (iii) if the Specified Currency for this Note is Euro, a day fixed as
described herein; and (iv) if this Note is a LIBOR Note, a London Business
Day. "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. "London Business Day" means (i) if the Index
Currency (as defined on the face hereof) is other than Euro or ECU, any day on
which dealings in such Index Currency are transacted in the London interbank
market; (ii) if the Index Currency is Euro, any day fixed as described herein;
and (iii) if the Index Currency is ECU, then any 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) any day on which payments in ECU may be settled in the
international interbank market.
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
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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,
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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, and such 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: _______ ___, 1998
MCDONALD'S CORPORATION
By:___________________________________
Senior Vice President and Treasurer
ATTEST:
By:_________________________
Secretary
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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
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MCDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES F
(FLOATING 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 (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 New York City
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.
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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 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
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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
(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
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(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.
If a Note redenominated in accordance with this section is a Floating
Rate Security, the rate of interest that shall apply to such Note from, and
including, the Interest Payment Date falling on or immediately prior to the
Redenomination Date shall be (i) the interest rate which applied to such Note
prior to the redenomination, with "Euros" substituted for the Specified
Currency specified for such Note, unless such interest rate is inconsistent
with the then-existing or anticipated market practice for Euro-denominated
debt obligations issued in the Euromarkets with floating rate interest
payments of frequencies identical or substantially similar to the frequency of
interest payments hereunder and held in international clearing systems, as
determined by the Issuer, or (ii) if such interest rate is so inconsistent,
the interest rate which is consistent with the then-existing or anticipated
market practice for Euro-denominated debt obligations issued in the
Euromarkets and held in international clearing systems, in each case with such
interest rate equal to the interest rate applicable hereto (adjusted as
aforesaid) plus or minus any spread indicated in the Pricing Supplement for
such Notes, as determined by the Issuer.
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.
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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;
"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
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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.
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
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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 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
R-7
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 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.
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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
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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.
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
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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.
This Note will bear interest from its Original Issue Date to the
first Interest Reset Date (as defined below) at the Initial Interest Rate set
forth on the face hereof. Thereafter, the interest rate hereon for each
Interest Reset Period (as defined below) will be determined by reference to
the Base Rate or Rates specified on the face hereof, plus or minus the Spread,
if any, and/or multiplied by the Spread Multiplier, if any, specified on the
face hereof. The Base Rates that may be specified on the face hereof are the
CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR, the Treasury Rate, the Prime Rate or any other Base Rate or formula
specified on the face hereof. "H.15(519)" means the publication entitled
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication, published by the Board of Governors of the Federal Reserve
System. "Composite Quotations" means the daily statistical release entitled
"Composite 3:30 p.m. Quotations for U.S. Government Securities" published by
the Federal Reserve Bank of New York.
As specified on the face hereof, this Note may also have either or
both of the following (in each case expressed as a rate per annum on a simple
interest basis): (i) a maximum limitation, or ceiling, on the rate at which
interest may accrue during any interest period ("Maximum Interest Rate") and
(ii) a minimum limitation, or floor, on the rate at which interest may accrue
during any interest period ("Minimum Interest Rate"). In addition to any
Maximum Interest Rate that may be specified on the face hereof, the interest
rate will in no event be higher than the maximum rate permitted by applicable
law, as the same may be modified by United States law of general application.
The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof, and the first day of each Interest Reset
Period being an "Interest Reset Date"). Unless otherwise specified on the face
hereof, the Interest Reset Dates will be, if this Note resets daily, each
Business Day; if this Note (unless this Note is a Treasury Rate Note) resets
weekly, Wednesday of each week; if this Note is a Treasury Rate Note that
resets weekly, Tuesday of each week (except as provided below under
"Determination of Treasury Rate"); if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
March, June, September and December of each year; if this Note resets
semiannually, the third Wednesday of each of the two months of each year
specified on the face hereof; and if this Note resets annually, the third
Wednesday of one month of each year specified on the face hereof. If an
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Unless otherwise specified on the face hereof, the interest payable
hereon on each Interest Payment Date shall be the accrued interest from and
including the Original
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Issue Date or the last date to which interest has been paid or duly provided
for, as the case may be, to but excluding such Interest Payment Date or
Maturity, as the case may be. Unless otherwise specified on the face hereof,
accrued interest shall be calculated by multiplying the principal amount
hereof by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the period
for which accrued interest is being calculated. Unless otherwise specified on
the face hereof, the interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each such day shall be computed by
dividing the interest rate in effect on such day by 360 if the Base Rate
specified on the face hereof is the CD Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number of days
in the year, if the Base Rate specified on the face hereof is the Treasury
Rate or the CMT Rate. For purposes of making the foregoing calculation, the
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date. Unless otherwise specified on the face hereof, all
percentages resulting from any calculation of the rate of interest hereof will
be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all currency amounts
used in or resulting from such calculation will be rounded to the nearest one-
hundredth of a unit (with .005 of a unit being rounded upward).
Unless otherwise specified on the face hereof and except as provided
below, interest will be payable, if this Note resets daily, weekly or monthly,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified on the face hereof; if this
Note resets quarterly, on the third Wednesday of March, June, September and
December of each year; if this Note resets semiannually, on the third
Wednesday of each of the two months of each year specified on the face hereof;
and if this Note resets annually, on the third Wednesday of one month of each
year specified on the face hereof (each such day being an "Interest Payment
Date") and, in each case, at Maturity. If an Interest Payment Date (other than
at Maturity) would otherwise fall on a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof is LIBOR and such
Business Day would fall in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
If the Maturity of this Note falls on a day that is not a Business
Day, the required payment of principal, premium (if any) and/or interest will
be made on the next succeeding Business Day as if made on the date such
payment was due, and no interest shall accrue on such payment for the period
from and after Maturity to the date of such payment on the next succeeding
Business Day.
The Company has appointed and entered into an agreement with an
agent (a "Calculation Agent") to calculate the interest rates on Floating Rate
Notes. Unless otherwise specified on the face hereof, The First National Bank
of Chicago shall be the Calculation Agent. At the request of the Holder
hereof, the Calculation Agent will provide to such Holder the interest rate
then in effect, and, if determined, the interest rate that will become
effective on the next Interest Reset Date. All determinations of interest
rates by the Calculation Agent
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shall, in the absence of manifest error, be conclusive for all purposes and
binding on the Holder hereof.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading below.
DETERMINATION OF CD RATE
If the Base Rate specified on the face hereof is the CD Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof. The "CD Rate" for each
Interest Reset Period shall be the rate as of the second Business Day prior to
the Interest Reset Date for such Interest Reset Period (a "CD Rate
Determination Date") for negotiable certificates of deposit having the Index
Maturity specified on the face hereof, as published in H.15(519) under the
heading "CDs (Secondary Market)". In the event that such rate is not
published prior to 9:00 a.m., New York City time, on the Calculation Date (as
defined below) pertaining to such CD Rate Determination Date, then the "CD
Rate" for such Interest Reset Period will be the rate on such CD Rate
Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 p.m. Quotations
for U.S. Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit". If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the "CD Rate" for such Interest Reset Period will
be calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City time, on such
CD Rate Determination Date, of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major money market
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity on the face hereof in a denomination of
$5,000,000; provided, however, that if the three dealers selected as aforesaid
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by the Calculation Agent are not quoting offered rates as mentioned in this
sentence, the CD Rate for such Interest Reset Period will be the CD Rate in
effect on such CD Rate Determination Date, or if none, the Initial Interest
Rate.
The "Calculation Date" pertaining to any CD Rate Determination Date
shall be the earlier of (i) the tenth calendar day after such CD Rate
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day immediately preceding the applicable
Interest Payment Date or Maturity, as the case may be.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Base Rate shown on the face hereof is the Commercial Paper
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Commercial Paper Rate and the
Spread and/or Spread Multiplier, if any, specified on the face hereof. The
"Commercial Paper Rate" for each Interest Reset Period
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will be determined by the Calculation Agent as of the second Business Day
prior to the Interest Reset Date for such Interest Reset Period (a "Commercial
Paper Rate Determination Date") and shall be the Money Market Yield (as
defined below) on such Commercial Paper Rate Determination Date of the rate
for commercial paper having the Index Maturity specified on the face hereof,
as such rate shall be published in H.15(519) under the heading "Commercial
Paper-Non-Financial". In the event that such rate is not published prior to
9:00 a.m., New York City time, on the Calculation Date (as defined below) then
the Commercial Paper Rate for such Interest Reset Period shall be the Money
Market Yield on such Commercial Paper Rate Determination Date of the rate for
commercial paper of the Index Maturity specified on the face hereof as
published in Composite Quotations under the heading "Commercial Paper". If by
3:00 p.m., New York City time, on such Calculation Date such rate is not yet
published in either H.15(519) or Composite Quotations, then the "Commercial
Paper Rate" for such Interest Reset Period shall be the Money Market Yield of
the arithmetic mean of the offered rates as of 11:00 a.m., New York City time,
on such Commercial Paper Rate Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity specified on the face hereof placed for
an industrial issuer whose bonds are rated "AA" or the equivalent by a
nationally recognized statistical rating agency; provided, however, that if
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the three dealers selected as aforesaid by the Calculation Agent are not
quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" for such Interest Reset Period will be the Commercial Paper Rate in
effect on such Commercial Paper Rate Determination Date, or, if none, the
Initial Interest Rate.
"Money Market Yield" shall be the yield calculated in accordance
with the following formula:
Money Market Yield = D x 360 X 100
-----------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the period for which interest is being calculated.
The "Calculation Date" pertaining to any Commercial Paper Rate
Determination Date shall be the earlier of (i) the tenth calendar day after
such Commercial Paper Rate Determination Date or, if such day is not a
Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or Maturity, as the
case may be.
R-13
DETERMINATION OF FEDERAL FUNDS RATE
If the Base Rate specified on the face hereof is the Federal Funds
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate and Spread
and/or Spread Multiplier, if any, specified on the face hereof. The "Federal
Funds Rate" for each Interest Reset Period shall be the effective rate on the
second Business Day immediately prior to the Interest Reset Date for such
Interest Reset Period (a "Federal Funds Rate Determination Date") for Federal
Funds as published in H.15(519) under the heading "Federal Funds (Effective)".
In the event that such rate is not published prior to 11:00 a.m., New York
City time, on the Calculation Date (as defined below) pertaining to such
Federal Funds Rate Determination Date, the "Federal Funds Rate" for such
Interest Reset Period shall be the rate on such Federal Funds Rate
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate". If by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "Federal Funds Rate" for such Interest Reset
Period shall be the arithmetic mean of the rates, as of 11:00 a.m., New York
City time, on the Federal Funds Rate Determination Date for the last
transaction in overnight federal funds arranged by each of three leading
brokers of federal funds transactions in The City of New York selected by the
Calculation Agent; provided, however, that if fewer than three brokers
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selected as aforesaid by the Calculation Agent are quoting as set forth above,
the "Federal Funds Rate" for such Interest Reset Period will be the Federal
Funds Rate in effect on such Federal Funds Rate Determination Date, or, if
none, the Initial Interest Rate.
The "Calculation Date" pertaining to any Federal Funds Rate
Determination Date shall be the earlier of (i) the tenth calendar day after
such Federal Funds Rate Determination Date or, if such day is not a Business
Day, the next succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity, as the case may
be.
DETERMINATION OF LIBOR
If the Base Rate specified on the face hereof is LIBOR, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any, specified on the face hereof. If LIBOR is indexed to the offered rates
for deposits in a currency other than U.S. dollars, the method for determining
such rate will be specified on the face hereof. If LIBOR is indexed to the
offered rate for U.S. dollar deposits, "LIBOR" for each Interest Reset Period
shall be determined by the Calculation Agent as follows:
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(i) On the second London Business Day prior to the Interest Reset
Date for such Interest Reset Period (a "LIBOR Determination Date"),
the Calculation Agent will determine (a) if "LIBOR Reuters" is
specified on the face hereof, the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page by its terms provides only
for a single rate, in which case such single rate shall be used) for
deposits in the Index Currency having the Index Maturity designated on
the face hereof, commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date, that
appear on the Designated LIBOR Page specified on the face hereof as of
11:00 a.m., London time, on such LIBOR Interest Determination Date, if
at least two such offered rates appear (unless, as aforesaid, only a
single rate is required) on such Designated LIBOR Page, or (b) if
"LIBOR Telerate" is specified on the face hereof or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified as the method for
calculating LIBOR, the rate for deposits in U.S. dollars having the
Index Maturity designated in the applicable LIBOR Interest
Determination Date that appears on the Designated LIBOR page specified
on the face hereof as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date. If fewer than two such offered rates
appear, or if no such rate appears, as applicable, LIBOR in respect of
the related LIBOR Determination Date will be determined in accordance
with the provisions described in clause (ii) below.
(ii) With respect to this LIBOR Note and an Interest Reset Period to
which this clause (ii) applies, the Calculation Agent will request the
principal London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits
of not less than $1,000,000 in U.S. dollars for the period of the
Index Maturity designated on the face hereof, commencing on the second
London Business Day immediately following such LIBOR Determination
Date, to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such LIBOR Determination Date and in a
principal amount that is representative for a single transaction in
such Index Currency in such market at such time. If at least two such
quotations are provided, LIBOR determined on such LIBOR Determination
Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such LIBOR
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m. in The City of New York, on such LIBOR
Determination Date by three major banks in The City of New York
selected by the Calculation Agent for loans in the Index Currency to
leading European banks, having the Index Maturity designated on the
face hereof and in a principal amount that is representative for a
single transaction in such Index Currency in such market at such time;
provided, however, that if fewer than three banks so selected by the
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Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Determination Date will be LIBOR in effect
on such LIBOR Determination Date.
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"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified on the face hereof, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates
of major banks for the applicable Index Currency, or (b) if "LIBOR
Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified as the method for calculating LIBOR,
the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for the
applicable Index Currency.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on the face hereof, the
Index Currency shall be U.S. dollars.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to
U.S. dollars, Italian lire and Euro, the Principal Financial Center
shall be The City of New York, Milan and Brussels, respectively.
DETERMINATION OF TREASURY RATE
If the Base Rate specified on the face hereof is the Treasury Rate,
this Note will bear interest for each Interest Reset Period at the interest
rate calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any, specified on the face hereof. The "Treasury Rate"
for each Interest Reset Period will be the rate for the auction held on the
Treasury Rate Determination Date (as defined below) for such Interest Reset
Period of direct obligations of the United States ("Treasury bills") having
the Index Maturity specified on the face hereof, as published in H.15(519)
under the heading "U.S. Government Securities/Treasury Bills/Auction Average
(Investment)" or, if not so published by 3:00 p.m., New York City time, on the
Calculation Date (as defined below) pertaining to such Treasury Rate
Determination Date, the auction average rate (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) on such Treasury Rate Determination Date as otherwise announced
by the United States Department of the Treasury. In the event that the
results of the auction of Treasury bills having the Index Maturity specified
on the face hereof are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date, or if no such auction is
held on such Treasury Rate Determination Date, then the "Treasury Rate" for
such Interest Reset Period shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates as of approximately 3:30
p.m., New York City time, on such Treasury Rate Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof, provided, however,
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that if fewer than three dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as mentioned in this sentence, then the
"Treasury Rate" for such Interest Reset Period will be the Treasury Rate in
effect on such Treasury Rate Determination Date, or, if none, the Initial
Interest Rate.
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The "Treasury Rate Determination Date" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such Interest
Reset Period falls on which Treasury bills would normally be auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Period commencing in the next succeeding
week. If an auction date shall fall on any day that would otherwise be an
Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such
Interest Reset Date shall instead be the Business Day immediately following
such auction date.
The "Calculation Date" pertaining to any Treasury Rate Determination
Date shall be the earlier of (i) the tenth calendar day after such Treasury
Rate Determination Date, or if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
DETERMINATION OF PRIME RATE
If the Base Rate specified on the face hereof is the Prime Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof. The "Prime Rate" for each
Interest Reset Period will be determined by the Calculation Agent as of the
second Business Day prior to the Interest Reset Date for such Interest Reset
Period (a "Prime Rate Determination Date") and shall be the rate published in
H.15(519) under the heading "Bank Prime Loan". In the event that such rate is
not published prior to 9:00 a.m., New York City time, on the Calculation Date
(as defined below), then the "Prime Rate" for such Interest Reset Period shall
be determined by the Calculation Agent and shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 Page (as defined below) as such bank's prime rate or base
lending rate as in effect for that Prime Rate Determination Date. If fewer
than four such rates but more than one such rate appear on the Reuters Screen
USPRIME1 Page for the Prime Rate Determination Date, the "Prime Rate" will be
determined by the Calculation Agent and will be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than two such rates appear on the
Reuters Screen USPRIME1 Page, the Prime Rate will be determined by the
Calculation Agent on the basis of the rates furnished in The City of New York
by the appropriate number of substitute banks or trust companies organized and
doing business under the laws of the United States, or any State thereof,
having total equity capital of at least U.S. $500,000,000 and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if no
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banks are providing quotes, the Prime Rate for such Interest Reset Period will
be the Prime Rate in effect on such Prime Rate Determination Date, or, if
none, the Initial Interest Rate. "Reuters Screen USPRIME1 Page" means the
display
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designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks).
The "Calculation Date" pertaining to a Prime Rate Determination Date
shall be the earlier of (i) the tenth calendar day after such Prime Rate
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day immediately preceding the applicable
Interest Payment Date or Maturity, as the case may be.
DETERMINATION OF CMT RATE
If the Base Rate specified on the face hereof is the CMT Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, the "CMT Rate" for each
Interest Reset Period will be determined by the Calculation Agent and shall be
the rate (i) in the case where the Designated CMT Telerate Page (as defined
below) is 7055, as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "CMT Determination Date") or (ii) in the
case where the Designated CMT Telerate Page is 7052, for the week or the
month, as specified on the face hereof, ended immediately preceding the week
in which the CMT Determination Date occurs, in either case, for the Index
Maturity specified on the face hereof as displayed on the Designated CMT
Telerate Page under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m. If
such rate is no longer displayed on the relevant page, or if not displayed by
3:00 p.m., New York City time, on the Calculation Date (as defined below)
pertaining to such CMT Determination Date, then the "CMT Rate" for such
Interest Reset Period shall be such treasury constant maturity rate for the
Index Maturity specified on the face hereof as published in the relevant
H.15(519) opposite the caption "U.S. Government Securities, Treasury Constant
Maturities". If such rate is no longer published, or if not published by 3:00
p.m., New York City time, on the Calculation Date relating to such CMT
Determination Date, then the "CMT Rate" for such Interest Reset Period shall
be such treasury constant maturity rate for the Index Maturity specified on
the face hereof (or other United States Treasury rate for such Index Maturity)
as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519).
If such information is not provided by 3:00 p.m., New York City time, on the
Calculation Date relating to such CMT Determination Date, then the "CMT Rate"
for the Interest Reset Period shall be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 p.m., New York City
time, on the CMT Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York (which may include the
Agents or their affiliates) selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the higher
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Index
Maturity specified on the face hereof and a remaining term to maturity of not
less than such Index Maturity minus one year. If the Calculation Agent cannot
obtain three such Treasury Note quotations, the "CMT Rate" for such Interest
Reset Period shall be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 p.m., New York City time, on the CMT
Determination Date of three Reference Dealers in The City of New York (from
five such Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the
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highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Index Maturity specified on the face hereof
and a remaining term to maturity closest to the Index Maturity specified on
the face hereof and in an amount of at least $100 million. If three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer prices obtained
and neither the highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers selected by the
-------- -------
Calculation Agent are quoting as described herein, the "CMT Rate" will be the
CMT Rate in effect on such CMT Determination Date, or, if none, the Initial
Interest Rate. If two Treasury Notes with an original maturity as described in
the second preceding sentence have remaining terms to maturity equally close
to the Index Maturity specified on the face hereof, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified on the face hereof, the Designated CMT Telerate Page shall
be 7052, for the most recent week.
The "Calculation Date" pertaining to any CMT Determination Date shall
be the earlier of (i) the tenth calendar day after such CMT Determination Date
or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day immediately preceding the applicable Interest Payment
Date or Maturity, as the case may be.
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.
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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.
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
Holder surrendering the same.
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 the Trustee
may treat the Person in whose name this Note is registered as the Owner hereof
for purposes 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 any 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 of all Notes may be declared due and payable
in this 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
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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 Holders of each Debt Security
so affected. The Indenture also contains provisions permitting the Holders of
a majority in aggregate principal amount of the Note 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 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 or 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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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 all rights thereunder,
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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