mar0105_ex


Exhibit 10.1 

AMENDMENT NUMBER TWELVE TO AMENDED AND RESTATED

  LOAN AND SECURITY AGREEMENT 


       THIS AMENDMENT
  NUMBER TWELVE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"),
  dated as of February 24, 2005, 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 agree to amendments to the Loan Agreement to provide for temporary modifications to a financial covenant and collateral eligibility requirements
for Advances; 


       WHEREAS, subject to the satisfaction of the conditions set forth herein, the Lender Group is willing so to 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) Clause
  (o) of the definition of "Eligible Accounts" in Section 1.1  of the Loan Agreement is hereby amended and restated in its entirety as follows: 


            "(o)
  Accounts that represent the right to receive progress payments or other advance
  billings that are due prior to the completion of performance by the applicable
  Borrower of the subject contract for goods or services; provided, however,
  that the limitation set forth in this clause (o) shall not be applicable, during
  the period commencing February 24, 2005 and continuing through April 11,
  2005, with respect to Accounts which are otherwise Eligible Accounts and so
  long as the Account has a due date no more than 60 days from date of invoice,
  or" 


















       (b) Clause (y) of Section
2.l(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: 


            "(y) the
  lowest of: (i) 30% of the value of Eligible Inventory, (ii) 80% of the Net
  Orderly Liquidation Value of the book value of Eligible Inventory, and (iii)
  $15,000,000;  provided, however, that the limitation set forth in clause (ii)
  shall not be applicable during the period beginning on February 24, 2005 and
  continuing through April 11, 2005, minus"


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


            "(b) Minimum
  Cash and Cash Equivalents. Cash and Cash Equivalents of Parent and its
  Subsidiaries, determined on a consolidated basis, (i)  except as set forth
  in clause (ii) below, of no less than $50,000,000 at all times during the term
  of this Agreement, and (ii) of no less than $30,000,000 for the period beginning
  on February 24, 2005, and continuing through April 11, 2005." 


  3. 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 Borrowers or the Lender Group; and 


       (d) Borrowers
  pay Agent a non-refundable fee of $60,000 (the "Amendment Fee"); the
  Amendment Fee is earned as of the date hereof but is payable no later than
  April 13, 2005. If Borrowers have not paid Agent the Amendment Fee prior to
  April 13, 2005, then on or after April 13, 2005, Agent shall be authorized
  to charge Borrowers' Loan Account the Amendment Fee. Notwithstanding the foregoing,
  if Borrowers extend the credit facility provided by the Loan Agreement for
  a period of no less than two (2) years on terms satisfactory to Borrowers and
  the Lender Group (the "Extension"), then the Amendment Fee shall be waived. 


  4. 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. 


















  5. ENTlRE 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. 


  6. 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. 

7. 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 Agreement 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:	Vice
          President Treasurer 


  




  

  
  













 



  	SILICON
          GRAPHICS FEDERAL, INC., 
	a Delaware
          corporation
	 	 	 
	By:	/s/
      Jeff Zellmer  
	 	

	 	Name:	Jeff
      Zellmer 
	 	Title:	Vice
          President