Exhibit 10.1


AMENDMENT NUMBER THIRTEEN TO AMENDED AND RESTATED 

LOAN AND SECURITY AGREEMENT


THIS
AMENDMENT NUMBER THIRTEEN TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”),
dated as of March 7, 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 added credit availability in the Borrowing Base based
on Intellectual Property and to delete Section 4.7 of the Loan Agreement
pertaining to an Intercreditor Agreement with respect to certain IP Loans (as
defined and provided in that certain Amendment Number One to Loan and Security
Agreement among the parties hereto dated as of April 11, 2003); 


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 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 1.1 of the Loan
Agreement is hereby amended to delete the definitions of “Intercreditor
Agreement,” “IP Lender,” and “IP Loans.”


(b)          Section 2.1(a) of the Loan
Agreement is hereby amended and restated in its entirety as follows: 


“Subject
to the terms and conditions of this Agreement, and during the term of


1





















 


this Agreement, each Lender
with a Commitment agrees (severally, not jointly or jointly and severally) to
make advances to Borrowers in an amount at any one time outstanding not to
exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum
Revolver Amount less the Letter of
Credit Usage, or (ii) the Borrowing Base less
the Letter of Credit Usage.  For purposes of this Agreement, ‘Borrowing
Base,’ as of any date of determination, shall mean the result of: 




“(w)      the
lesser of


“(i)        85% of Eligible Accounts, less the amount, if any, of the Dilution
Reserve; provided that in no event shall the amount of credit availability
created by: 


“(A)     Eligible Canadian Accounts exceed $2,000,000, 


“(B)     Eligible Service Accounts exceed $15,000,000, or 


“(C)     Eligible SGI Solutions Finance Accounts exceed $3,000,000, and


“(ii)        an amount equal to Borrowers’ Collections with respect to Accounts
for the immediately preceding 45 day period, plus


“(x)        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, plus


“(y)       the lower of: (i) 100% of the value of Intellectual Property,
and (ii) $10,000,000, minus 


“(z)        the aggregate amount of reserves, if any, established by
Agent under Section 2.1(b) and the Lender Group Bank Products Reserve.” 


(c)          The provisions of Section 4.7 of
the Loan Agreement, entitled “Intercreditor Agreement,” are hereby deleted and
are replaced with the editorial “[Intentionally Omitted].” 


3.            MODIFICATION FEE. 


Borrowers
shall pay Agent a non-refundable fee of $250,000 (the “Modification Fee”).
The Modification Fee is earned as of the date hereof but is due and payable no
later than April 13, 2005.  If Borrowers
have not paid Agent the Modification Fee prior to April 13, 2005, then on or
after April 13, 2005, Agent shall be authorized to charge Borrowers’ Loan
Account the Modification Fee. The Modification fee is in addition to any and
all other accrued or deferred fees owing by Borrowers under the Loan Agreement.
Notwithstanding the foregoing, if Borrowers extend the credit facility provided
by the Loan Agreement for a period of no less than 


 


2





















 


two (2) years on terms
satisfactory to Borrowers and the Lender Group (the “Extension”), then the
Modification Fee shall be waived. 


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 modification of the Loan Agreement as
herein provided and supersede any and all prior or contemporaneous agreements,
promises, and 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. 


 


3





















 


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: 

  	
  Vice President Treasurer

  
	
   

  	
   

  
	
  SILICON GRAPHICS FEDERAL, INC.,

  
	
  a Delaware corporation

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Jeff Zellmer

  
	
  Name: 

  	
  Jeff Zellmer

  
	
  Title: 

  	
  Vice President

  






 


4