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Exhibit 10.24    
    


 
 

AMENDMENT NUMBER TWO TO AMENDED AND RESTATED
  LOAN AND SECURITY AGREEMENT    
    


        THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of September 17, 2003 (the "Execution Date"), is entered into between and
among, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a
"Lender" and collectively as the "Lenders"), WELLS FARGO FOOTHILL,
INC., a California corporation, as the arranger and administrative agent for the Lenders ("Agent" and together with the Lenders,
collectively, the "Lender Group"), SILICON GRAPHICS, INC., a Delaware corporation
("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a "Borrower," and individually and collectively, jointly and severally, as
"Borrowers"), in light of the following: 


W I T N E S S E T H  


        WHEREAS, Borrower and the Lender Group are parties to that certain Amended and Restated Loan and Security Agreement, dated as of September 20, 2002 (as
amended, restated, supplemented, or modified from time to time, the "Loan Agreement"); 



        WHEREAS,
Borrower has requested that Agent waive non-compliance with a certain financial covenant and that the Loan Agreement be amended to provide for, among other things, a reset of
certain financial covenants; and 


        WHEREAS,
subject to the satisfaction of the conditions set forth herein, the Lender Group is willing to so consent to the amendment of the Loan Agreement. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Loan Agreement as follows: 



        1.     DEFINITIONS.    Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement, as amended hereby. 


        2.     AMENDMENTS TO LOAN AGREEMENT.



        (a)   Section 6.3(a)(iii) of the Loan Agreement is hereby amended and restated in its entirety as follows: 



        '(iii) a
Compliance Certificate demonstrating, in reasonable detail (including detailed calculations of Borrowers' compliance or non-compliance with the financial covenants
in Section 7.20) compliance at the end of such quarter with the applicable financial covenants contained in  Section 7.20, and" 




        (b)   Section 7.20(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: 



        "Minimum EBITDA.    EBITDA, measured on a fiscal quarter-end basis, of not less than the required amount set forth in the
following table for the applicable period set forth opposite thereto: 




	Applicable Amount
 
	 	Applicable Period
 

	 	 Waived	 	For the 3 month period ending June 27, 2003
	$	(45,882,000	)	For the 3 month period ending September 26, 2003
	$	11,200,000	 	For the 3 month period ending December 26, 2003
	$	3,900,000	 	For the 3 month period ending March 26, 2004
	$	18,500,000	 	For the 3 month period ending June 25, 2004








 


provided, however, that the required amount of EBITDA for each 3 month period ending after June 25, 2004 shall be set by Agent at a
discount to projected EBITDA following receipt of and based upon applicable Projections satisfactory to the Lender Group. In all cases, all non-cash restructuring charges or reversals (or releases) of
any accruals for each applicable period will be eliminated in the calculation of EBITDA for purposes of determining compliance with the covenants in  Section 7.20(a)." 




        (c)   Section 7.20(d) of the Loan Agreement is hereby deleted in its entirety and replaced by the following: 



        "Minimum Cash Held By Agent.    At all times during the term of this Agreement, cash of Parent and its Subsidiaries, determined
on a consolidated basis, which cash will be held by Agent in an interest bearing account maintained by Agent, in an amount equal to the greater of (i) the amount by which the Obligations exceed
the Borrowing Base and (ii) $10,000,000." 




        (d)   Schedule E-1 of the Loan Agreement is hereby amended and restated in its entirety as attached hereto
as Schedule E-1. 




        3.     LIMITED WAIVER.



        (a)   Agent
grants to Borrowers a limited one-time waiver of Section 7.20(a) of the Loan Agreement with respect only to
Borrowers' fiscal quarter ended June 27, 2003. 


        (b)   This
waiver is not a waiver of any subsequent Default or Event of Default of the same provisions of the Loan Agreement, nor is it a waiver of any other current or future
Default or Event of Default. Agent is not obligated to provide this or any other waiver of its default rights. 




        4.     CONDITIONS PRECEDENT TO THIS AMENDMENT.    The satisfaction of each of the following shall constitute conditions
precedent to the effectiveness of this Amendment and each and every provision hereof: 



        (a)   The
representations and warranties in the Loan Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though
made on such date (except to the extent that such representations and warranties relate solely to an earlier date); 



        (b)   No
Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; 


        (c)   No
injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall
have been issued and remain in force by any Governmental Authority against Borrower or the Lender Group; and 


        (d)   Lender
shall have received from Borrower an amendment fee (the "Amendment Fee") in the amount of $35,000, receipt of
$15,000 of which is hereby acknowledged. 




Upon
Agent's receipt of a copy of this Amendment executed by Borrowers, Agent shall be authorized to charge Borrowers' Loan Account the amount of $20,000, constituting the unpaid balance of the
Amendment Fee; said $20,000 shall be non-refundable when charged. 


        5.     CONDITION SUBSEOUENT.    The satisfaction of the following shall constitute a condition subsequent to the
effectiveness of this Amendment and each and every provision hereof: 



        (a)   No
later than October 1, 2003, Administrative Borrower shall deliver to Agent a Landlord's Waiver, in form satisfactory to Agent, for the premises located at
2701 Olson Drive, Chippewa Falls, Wisconsin 54729, duly executed by the landlord thereof. 



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        (b)   No
later than October 1, 2003, Administrative Borrower shall deliver to Agent a revised  Schedule P-1 to the Loan Agreement which shall reflect only the following changes from the original 
Schedule P-1: 



        (i)    additional
Liens to secure the IP Loans, subject to the Intercreditor Agreement; and 


        (ii)   deletion
of those Permitted Liens which are no longer existing or required. 





Upon
delivery to Agent, this revised Schedule P-1 shall constitute an amended and restated  Schedule P-1 to the Loan Agreement. 



        (c)   No
later than October 1, 2003, Administrative Borrower shall deliver to Agent the information required to be set forth on  Schedule A-1 attached to Amendment Number One to Amended and
Restated Loan and Security Agreement, dated as of
April 11, 2003, between and among the parties hereto. 




        6.     CONSTRUCTION.    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA. 



        7.     ENTIRE AMENDMENT; EFFECT OF AMENDMENT.    This Amendment, and terms and provisions hereof, constitute the entire
agreement among the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement and other Loan Documents shall remain unchanged and in full force
and effect. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This
Amendment is a Loan Document. 


        8.     COUNTERPARTS; TELEFACSIMILE EXECUTION.    This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment. 


        9.     MISCELLANEOUS.



        (a)   Upon
the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like import referring to
the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment. 


        (b)   Upon
the effectiveness of this Amendment, each reference in the Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words of like import
referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment. 



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        IN
WITNESS WHEREOF. the parties have caused this Amendment to be executed and delivered as of the date first written above. 



	

 	
 	

WELLS FARGO FOOTHILL, INC.,

a California corporation, as Agent and as a Lender
	

 	
 	

By:	
 	

/s/  THOMAS P. SHUGHRUE      

	 	 	Name:	 	Thomas P. Shughrue
	 	 	Title:	 	Vice President
	

 	
 	

SILICON GRAPHICS, INC.,

a Delaware Corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	Jean Furter
	 	 	Title:	 	Vice President
	

 	
 	

SILICON GRAPHICS FEDERAL, INC.,

a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	Jeff Zellmer
	 	 	Title:	 	Vice President




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        IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above. 



	

 	
 	

WELLS FARGO FOOTHILL, INC.,

a California corporation, as Agent and as a Lender
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

SILICON GRAPHICS, INC.,

a Delaware Corporation
	

 	
 	

By:	
 	

/s/  JEAN FURTER      

	 	 	Name:	 	Jean Furter
	 	 	Title:	 	Vice President, Treasurer
	

 	
 	

SILICON GRAPHICS FEDERAL, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

/s/  JEFF ZELLMER      

	 	 	Name:	 	Jeff Zellmer
	 	 	Title:	 	Vice President




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Schedule E-l
  
    ELIGIBLE INVENTORY LOCATIONS    
    



2701
Olson Drive

Chippewa Falls, Wisconsin 54729 


Riverside
Systems Building

100 N. Cashman Drive

Chippewa Falls, Wisconsin 


UPS
Service Parts Logistics, Inc.

2200 Outer Loop Road

Louisville, Kentucky 









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Exhibit 10.24


AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Schedule E-l ELIGIBLE INVENTORY LOCATIONS