Contract analysis

ARTICLE 1 — DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 — Definitions The following terms shall have the meanings set forth below for all purposes of this Indenture. Unless the context otherwise requires, any term used herein in the singular shall include the plural, and any term used in the plural shall include the singular. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under c

Section 1.02 — Other Definitions Each of the following terms is defined in the Section set forth opposite such term:

Section 1.03 — Incorporation by Reference of Trust Indenture Act Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: (a) "Commission" means the Securities and Exchange Commission. (b) "indenture securities" means the Notes. (c) "indenture security holder"

Section 1.04 — Rules of Construction Unless the context otherwise requires: (a) a term has the meaning assigned to it in this Article 1 or elsewhere in this Indenture; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as in effect on the date of this Indenture, applied on a consistent basis; (c) "or" is not exclusive; (d) "including" means "including without limitatio

Section 2.01 — Form and Dating (a) The Notes shall be issued in fully registered form, without coupons, in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Notes shall be issued initially in the form of one or more Global Notes deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as DTC's nominee, or such other name as may be requested by an authorize

Section 2.02 — Execution and Authentication (a) The Notes shall be executed on behalf of the Issuer by manual or facsimile signature of one or more Officers duly authorized by the Issuer. Such Officers shall include Marcus J. Reinhart (Chief Executive Officer), Linda Shao-Perkins (Chief Financial Officer), or Douglas Evanston (General Counsel and Corporate Secretary), or any other Officer designated by the Board of M

Section 2.03 — Registrar and Paying Agent (a) The Issuer hereby appoints Heartland Trust Company, N.A. as the initial Registrar and Paying Agent under this Indenture. The address of the Paying Agent for all purposes under this Indenture shall initially be 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606, Attention: Corporate Trust Department, or such other address as the Paying Agent may designate in a wri

Section 2.04 — Paying Agent to Hold Money in Trust (a) The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders and the Trustee all sums held by such Paying Agent for the payment of the principal of, premium (if any), or interest on the Notes, and shall promptly notify the Trustee of any default by the Issuer in maki

Section 2.05 — Holder Lists (a) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, and the Trustee may rely upon, a list in such form and as of such date as the Trustee may reasonably require, at least semi-annually (not later than Janu

Section 2.06 — Transfer and Exchange (a) Notes may be transferred or exchanged only in accordance with the provisions of this Article 2 and subject to the transfer restrictions set forth in Section 2.17. When Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall

Section 2.07 — Replacement Notes (a) If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss, or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an order of the Issuer signed by one or more Officers, shall authenticate a replacement Note of like tenor, principal amount, and date (or different date if

Section 2.08 — Outstanding Notes (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee, except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected in accordance with the provisions hereof, and those described in this Section as not outstanding. (b) If a Note is replaced pursuant to Section 2.07, it ceases to be ou

Section 2.09 — Temporary Notes Pending the preparation of definitive Notes, the Issuer may execute and, upon receipt of a written order of the Issuer signed by one or more Officers, the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of wh

Section 2.10 — Cancellation The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange, or payment, and the Trustee shall promptly cancel all Notes so surrendered. The Trustee shall also cancel any Notes surrendered for redemption or purchased pursuant to the provisions h

Section 2.11 — Defaulted Interest If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest (plus any interest payable on the defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date (the "Special Record Date"), which date shall be fixed by the Trustee at t

Section 2.12 — CUSIP and ISIN Numbers The Issuer in issuing the Notes may use the following CUSIP number: 39572L AA 3 and ISIN number: US39572LAA35. The Trustee shall use such CUSIP and ISIN numbers in notices of redemption and other communications to Holders as a convenience to Holders, but no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice, a

Section 2.13 — Issuance of Additional Notes (a) Subject to compliance with the covenants set forth in this Indenture (including Section 4.09), the Issuer may from time to time issue additional Notes under this Indenture ("Additional Notes") in an unlimited aggregate principal amount. Any Additional Notes so issued shall be identical in all respects to the Notes originally issued hereunder (except for the issue date,

Section 2.14 — Book-Entry Provisions for Global Notes (a) The Global Notes shall be deposited with or on behalf of DTC and shall be registered in the name of Cede & Co., as nominee of DTC, or such other name as may be requested by an authorized representative of DTC. So long as DTC or its nominee is the registered Holder of any Global Note, DTC or such nominee shall be considered the sole Holder of the Notes represen

Section 2.15 — Special Transfer Provisions (a) The following provisions shall apply with respect to the registration of any proposed transfer of a Note or any interest therein: (i) Transfer of an Interest in a Global Note to Another Interest in the Same or a Different Global Note. Any transfer of a beneficial interest in a Global Note to a Person who takes delivery thereof in the form of a beneficial interest in the

Section 2.16 — Global Note Legend Each Global Note shall bear the following legend on the face thereof (the "Global Note Legend"): "THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE L

Section 2.17 — Transfer Restrictions (a) The Notes may only be transferred to Persons whom the seller reasonably believes are QIBs in transactions complying with Rule 144A, unless such transfer is made pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements thereof. Each Note (other than Notes as to which the restrictions on transfer have

Section 3.01 — Notices to Trustee If the Issuer elects to redeem Notes pursuant to this Article 3, the Issuer shall furnish to the Trustee, at least forty-five (45) days prior to the Redemption Date (unless a shorter period shall be satisfactory to the Trustee), an Officer's Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the ag

Section 3.02 — Selection of Notes to Be Redeemed (a) If fewer than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed from among the outstanding Notes not previously called for redemption (i) on a pro rata basis, (ii) by lot, or (iii) in accordance with the Applicable Procedures of DTC, as the Trustee shall determine in its sole discretion to be fair and appropriate. (b

Section 3.03 — Notice of Redemption (a) Not less than fifteen (15) nor more than sixty (60) days before the Redemption Date, the Issuer shall send or cause to be sent a notice of redemption to each Holder of Notes to be redeemed at such Holder's address appearing in the register maintained by the Registrar, with a copy to the Trustee. If fewer than all the Notes are to be redeemed, the notice of redemption shall iden

Section 3.04 — Effect of Notice of Redemption Once notice of redemption is given in accordance with Section 3.03 and the Redemption Price, together with accrued and unpaid interest to the Redemption Date, is deposited with the Paying Agent as required by Section 3.05, Notes called for redemption shall become irrevocably due and payable on the Redemption Date at the Redemption Price. On and after the Redemption Date,

Section 3.05 — Deposit of Redemption Price Prior to 10:00 a.m., New York City time, on the Redemption Date, the Issuer shall deposit with the Paying Agent (or the Trustee, if the Trustee is acting as Paying Agent) money sufficient to pay the Redemption Price of, and accrued and unpaid interest on, all Notes to be redeemed on that date. The Paying Agent shall promptly return to the Issuer any money deposited with the

Section 3.06 — Notes Redeemed in Part Upon surrender of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unredeemed portion of the Note surrendered. Such new Note shall be in an authorized denomination.

Section 3.07 — Optional Redemption (a) Make-Whole Redemption Prior to [Date TBD — Year 3]. At any time prior to [Date TBD — Year 3], the Issuer may, at its option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the applicable make-whole premium as described below, plus accrued and unpaid interest thereon to, but excluding, the Redem