INTEREST ON, AND ALL FEES AND OTHER AMOUNTS (INCLUDING, WITHOUT LIMITATION, ANY
REASONABLE OUT-OF-POCKET COSTS, ENFORCEMENT EXPENSES (INCLUDING REASONABLE
OUT-OF-POCKET LEGAL FEES AND DISBURSEMENTS), COLLATERAL PROTECTION EXPENSES AND
OTHER REIMBURSEMENT OR INDEMNITY OBLIGATIONS RELATING THERETO AND ALL
REIMBURSEMENT OR PAYMENT OBLIGATIONS WITH RESPECT TO LETTERS OF CREDIT) PAYABLE
BY COMPANY UNDER OR IN CONNECTION WITH THE AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT, DATED AS OF MARCH 31, 2002 AND ANY OTHER AGREEMENTS BETWEEN
SILICON VALLEY BANK AND THE COMPANY (TOGETHER WITH ANY AMENDMENTS, RESTATEMENTS,
RENEWALS, REFUNDINGS, REFINANCINGS OR OTHER EXTENSIONS THEREOF, THE "SENIOR
CREDIT FACILITY"); PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF SUCH SENIOR
INDEBTEDNESS (TAKING INTO ACCOUNT THE MAXIMUM AMOUNTS WHICH MAY BE ADVANCED
UNDER THE LOAN DOCUMENTS EVIDENCING SUCH SENIOR INDEBTEDNESS) DOES NOT AS OF THE
DATE ON WHICH SUCH SENIOR INDEBTEDNESS IS INCURRED, EXCEED (I) $20,000,000, WITH
RESPECT TO THE UNPAID PRINCIPAL BALANCE OF REVOLVING CREDIT LOANS THEREUNDER,
(II) $1,300,000 WITH RESPECT TO THE UNPAID PRINCIPAL BALANCE OF TERM LOANS
THEREUNDER, AND (III) $29,000,000, WITH RESPECT TO ALL REIMBURSEMENT AND OTHER
PAYMENT OBLIGATIONS WITH RESPECT TO LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF
THE COMPANY TO SECURE ITS OBLIGATIONS UNDER ITS REAL ESTATE LEASES, PROVIDED,
FURTHER, THAT ALL SUCH LETTER OF CREDIT OBLIGATIONS ARE FULLY SECURED BY CASH
PLEDGED TO AND HELD BY SILICON VALLEY BANK AS THE ISSUER (OR CONFIRMING ISSUER)
OF SUCH LETTER OF CREDIT.
(NN)
"SPECIAL INSTALLMENT AMOUNT" MEANS, WITH RESPECT TO ANY SPECIAL
INSTALLMENT DATE, THE LESSER OF (I) THE PRODUCT OF (1) $1,000,000, MULTIPLIED BY
(2) A FRACTION (X) THE NUMERATOR OF WHICH IS PRINCIPAL AMOUNT OF THIS NOTE ON
THE CLOSING DATE AND (Y) THE DENOMINATOR OF WHICH IS THE AGGREGATE PRINCIPAL
AMOUNT OF ALL NOTES ISSUED TO THE PURCHASERS PURSUANT TO THE SECURITIES PURCHASE
AGREEMENT ON THE CLOSING DATE, (SUCH FRACTION, THE "HOLDER PRO RATA AMOUNT") OR
(II) THE PRINCIPAL AMOUNT (PLUS ANY ACCRUED AND UNPAID INTEREST THEREON) UNDER
THIS NOTE AS OF SUCH SPECIAL INSTALLMENT DATE, AS ANY SUCH SPECIAL INSTALLMENT
AMOUNT MAY BE REDUCED PURSUANT TO THE TERMS OF THIS NOTE, WHETHER UPON
CONVERSION, REDEMPTION OR OTHERWISE.
FOR THE AVOIDANCE OF DOUBT, ANY ACCRUED
AND UNPAID INTEREST WHICH MAY BE PAID PURSUANT TO THIS DEFINITION SHALL BE
DEDUCTED FROM THE TOTAL INTEREST TO BE PAID ON ANY SUBSEQUENT INTEREST PAYMENT
DATE.
(OO)
"SPECIAL INSTALLMENT DATE" MEANS (I) THE FIRST DAY OF THE THIRD
CALENDAR MONTH FOLLOWING THE END OF THE CALENDAR QUARTER GIVING RISE TO THE NET
CASH DEFICIENCY AND (II) THE FIRST DAY OF EACH SUBSEQUENT CALENDAR MONTH
THEREAFTER, UNTIL SUCH TIME AS THE HOLDER IS NO LONGER ENTITLED TO RECEIVE SUCH
PAYMENTS PURSUANT TO SECTION 8(E).
IN THE EVENT THAT THE DAY SPECIFIED IN
CLAUSE (I) HEREOF SHALL BE PRIOR TO THE END OF THE APPLICABLE COMPANY CONVERSION
PERIOD, THE SPECIAL INSTALLMENT DATE SHALL BE THE THIRD (3RD) DAY FOLLOWING THE
END OF SUCH PERIOD.
(PP)
"SUBSCRIPTION DATE" MEANS NOVEMBER
, 2004.
(QQ)
"SUCCESSOR ENTITY" MEANS THE PERSON, WHICH MAY BE THE COMPANY,
FORMED