Exhibit 10.27


 


 


February 6, 2004


 


 


SILICON GRAPHICS, INC.


SILICON GRAPHICS FEDERAL, INC.


1600 Amphitheatre Parkway


Mountain View, California 94043


Attn:  Jean Furter, Vice
President and Treasurer


 


Re:                               Amended and Restated
Loan and Security Agreement


 


Dear Jean:


 


Reference is made 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”), entered into among Silicon Graphics, Inc., a Delaware
corporation (“Parent”), Silicon Graphics Federal, Inc., a Delaware
corporation (together with Parent, “Borrowers”), the Lenders signatory
thereto (the “Lenders”), and Wells Fargo Foothill, Inc., a California
corporation (formerly known as Foothill Capital Corporation), as the arranger
and administrative agent for the Lenders (“Agent”).  Capitalized terms, which are used herein but
not defined herein, shall have the meanings ascribed to them in the Loan
Agreement.


 


Borrowers have requested that the Loan
Agreement be amended to modify Borrowers’ EBITDA covenant calculation, to allow
for an add-back of a non-cash charge associated with Borrowers’ Exchange Offer
completed December 22, 2003, for the 3 month period ended December 26, 2003.


 


Subject to the satisfaction of the terms and
conditions set forth in this letter agreement, Agent is willing to grant the
amendment requested by Borrowers as described in the preceding sentence.


 


NOW, THEREFORE, Agent and Borrowers hereby
agree to the following:


 


1.                                       Section
1.1 of the Loan Agreement is hereby amended by amending and restating the
following definition in its entirety:


 


“‘EBITDA’ means, with respect to any
fiscal period, Parent’s and its Subsidiaries’ consolidated net earnings (or
loss), minus interest income and extraordinary gains, including gains on sale
of assets, plus interest expense, income taxes, and depreciation and
amortization for such period, as determined in accordance with GAAP; provided,
however, that EBITDA for the 3 month period ended December 26, 2003,
shall be adjusted to add thereto a non-cash charge attributable to the Exchange
Offer in an amount up to $30,500,000.”


 


2.                                       The
satisfaction of each of the following shall constitute conditions precedent to
the effectiveness of this letter agreement and each and every provision hereof:


 


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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
Event of Default shall have occurred between the date hereof and the date of
the effectiveness of this letter agreement; 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 any Borrower or Agent.


 


3.                                       This
letter agreement constitutes an amendment to the Loan Agreement.  Except as expressly set forth herein, the
Loan Documents shall remain in full force and effect.


 


4.                                       Borrowers
agree that all of Agent’s attorneys’ fees and costs in drafting and negotiating
this letter agreement are part of the Lender Group Expenses and are payable on
demand.


 


5.                                       This
letter agreement may be executed in any number of counterparts and by different
parties on separate counterparts.  Each
of such counterparts shall be deemed to be an original, and all of such
counterparts, taken together, shall constitute but one and the same
agreement.  Delivery of an executed
counterpart of this letter agreement by telefacsimile shall be equally
effective as delivery of a manually executed counterpart.


 


Please indicate your agreement with the foregoing by signing in the
space provided below and returning the same to the undersigned.


 


	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  
	
   

  	
  a California corporation, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas P. Shughrue

  
	
   

  	
  Name:

  	
  Thomas P. Shughrue

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


	
  Acknowledged and Agreed:

  
	
   

  
	
  SILICON GRAPHICS, INC.,

  
	
  a Delaware corporation

  
	
   

  
	
  By:

  	
  /s/ Jean Furter

  	
   

  
	
  Name:

  	
  Jean Furter

  	
   

  
	
  Title:

  	
  Vice President & Treasurer

  	
   

  
					



 


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  SILICON GRAPHICS FEDERAL, INC.,

  
	
  a Delaware corporation

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Jeff Zellmer

  	
   

  
	
  Name:

  	
  Jeff Zellmer

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
					



 


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