EXHIBIT 10.5


 


AMENDMENT NUMBER TEN TO
AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT


 


THIS
AMENDMENT NUMBER TEN TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this “Amendment”), dated as of October 28, 2004, 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, Borrowers 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, Borrowers have requested that the Lender
Group (i) revise the concentration limit for Accounts due from a certain
account debtor, and (ii) waive Borrowers’ default resulting from Borrowers’
breach of the covenant set forth in section 7.20(a) (Minimum EBITDA) of the Loan
Agreement as of September 30, 2004;


 


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.                                      AMENDMENT
TO LOAN AGREEMENT.


 


Clause
(i) of the definition of “Eligible Domestic Accounts” in Section 1.1 of
the Loan Agreement is hereby amended by restating it in its entirety, as
follows:


 


“(i)          Accounts with
respect to an Account Debtor whose total obligations owing to Borrower exceed
10% of all Eligible Accounts, to the extent of the obligations owing by such
Account Debtor in excess of such percentage; provided, however, if Accounts
with respect to which the Account Debtor is (w) General Electric Corporation 


 





















 


exceed 35% (or such other percentage as Agent may determine in its sole
discretion) of all Eligible Accounts in the aggregate, to the extent of the
obligations owing by such Account Debtor in excess of such percentage, (x)
National Aeronautics and Space Administration (NASA) exceed 25% (or such other
percentage as Agent may determine in its sole discretion) of all Eligible
Accounts in the aggregate, to the extent of the obligations owing by such
Account Debtor in excess of such percentage, (y) Northrop Grumman, NEC
Corporation, General Services Administration, Raytheon Company, or Lockheed
Martin exceed 20% (or such other percentage as Agent may determine in its sole
discretion) of all Eligible Accounts in the aggregate, to the extent of the
obligations owing by such Account Debtor in excess of such percentage, or (z)
BAE Systems or Maryland Procurement exceed 15% (or such other percentage as
Agent may determine in its sole discretion) of all Eligible Accounts in the aggregate,
to the extent of the obligations owing by such Account Debtor in excess of such
percentage,”


 


3.                                      WAIVER.


 


The Lender Group
grants to Borrowers a waiver of Borrowers’ default resulting from Borrowers’
breach of the covenant set forth in section 7.20(a) (Minimum EBITDA) of the
Loan Agreement as of September 30, 2004. 
This waiver is not a waiver of any subsequent Default or Event of
Default arising from a breach of Section 7.20(a) of the Loan Agreement, nor is
it a waiver of any other current or future Default or Event of Default. Lender
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; and


 


(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 Borrowers or the Lender
Group.


 


5.                                      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.


 





















 


6.                                      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 amendment 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.


 


7.                                      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.


 


8.                                      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.


 





















 


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:

  	
   /s/ Jean Furter

  	
   

  
	
   

  	
  Name:

  	
  Jean Furter

  	
   

  
	
   

  	
  Title:

  	
  VP Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SILICON GRAPHICS FEDERAL, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jeff Zellmer

  	
   

  
	
   

  	
  Name:

  	
   Jeff Zellmer

  	
   

  
	
   

  	
  Title:

  	
  Vice President