Exhibit 10.2


 


[Letterhead
of Bondholder]


 


June
26, 2003


Silicon Graphics, Inc.


1600 Amphitheatre Parkway


Mountain View, CA 94043


Attention:  Jeff Zellmer


Ladies and Gentlemen:


Reference is made to the registration statement
and  tender offer statement filed with
the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2003 by
Silicon Graphics, Inc.  (the “Company”)
relating to its proposed exchange offer (the “Exchange Offer”) for $230 million
outstanding principal amount of its 5.25% Senior Convertible Notes due
September 1, 2004 (the “Old Notes”). Pursuant to the Exchange Offer all holders
of the Old Notes have been offered in exchange for each $1000 in principal
amount of Old Notes, a choice between $1000 principal amount of the Company’s
11.75% Notes due July 1, 2009 (the “New Notes”) or $1000 principal amount of
the Company’s 6.50% Convertible Notes due July 1, 2009 (the “New Convertible
Notes”).  The registration statement and
tender offer statement as amended to date are referred to herein as the
“Exchange Offer Materials”.  The
Exchange Offer Materials include a description of the New Notes and New
Convertible Notes.


Holder represents that it or entities over which it
or its affiliates exercise investment discretion and control is the sole beneficial
owner of $________ in aggregate principal amount of the Old Notes and that it
has full power to enter into this agreement and to dispose of such Old
Notes.  Holder has reviewed the Exchange
Offer Materials and has participated in discussions with the Company of the
proposed amended terms of the Exchange Offer (the “Amended Exchange Offer”) set
forth on the Term Sheet dated June 26, 2003 (the “Term Sheet”) accompanying
this letter.  If sufficient Holders execute
and return this letter prior to the current expiration date of the Exchange
Offer, the Company expects to file with the SEC amendments to the Exchange
Offer Materials (the “Amended Exchange Offer Materials”) to incorporate the
Term Sheet’s provisions into the Exchange Offer.  Holder therefore agrees as follows:


1.             Promptly
after the Company’s filing of the Amended Exchange Offer Materials, it will
tender 100% of its Old Notes in exchange for New Notes or New Convertible Notes
in accordance with the procedures and on the terms set forth in the Amended
Exchange Offer Materials.  Prior to the
Company’s filing of the Amended Exchange Offer Materials, the Holder will not
purchase or sell the Old Notes; provided that this restriction shall expire on
the earlier to occur of (a) July 2, 2003 and (b) the receipt of a notification
from the Company that an insufficient number of Holders has signed this letter
and that the Company will not amend the Exchange Offer.


2.             The
Company shall be permitted to disclose Holder’s commitment to participate in
the Amended .Exchange Offer in the Amended Exchange Offer Materials and other
public communications relating to the Amended Exchange Offer.


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3.             This
agreement contains the entire understanding of the parties hereto with respect
to the matters covered hereby and each such agreement may be amended only by an
agreement in writing executed by each of the parties.


4.             This
agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties’ respective successors and assigns.


5.             The
parties agree that money damages would not be a sufficient remedy for any
breach of this agreement and that specific performance and injunctive or other
equitable relief shall be available as a non-exclusive remedy for any such
breach.


6.             This
agreement shall be governed by and construed in accordance with the internal
laws (as opposed to conflict of law provisions) of the State of Delaware.


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If the foregoing correctly sets forth our agreement
as to the matters set forth herein, please confirm our agreement by executing
and returning a copy of this agreement to the undersigned.


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  The foregoing terms are
  agreed to.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SILICON GRAPHICS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeff Zellmer

  	
   

  	
   

  
	
  Title: 

  	
  Senior Vice President and

  	
   

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  
						



 


 


 


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