2005 Senior Notes

2005 Senior Notes. The net proceeds from the issuance of at least $250,000,000 principal amount of new senior notes by the Parent (the "2005 Senior Notes") (either prior to or contemporaneously with the funding of all or part of the Term Loan Facility), on terms and conditions substantially similar to the existing senior notes of the Parent issued pursuant to the indenture dated as of December 23, 2003