Exhibit 10.31 AMENDMENT NUMBER EIGHT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER EIGHT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT(this Amendment), dated as of July 14,
2004 and effective as of July 23, 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: WITNESSETH 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 Agent (i) increase both the Maximum Revolver
Amount and Letter of Credit sub-limit to $60,000,000; (ii) make certain
adjustments to arrangements with respect to the Lender Group Bank Products; and
(iii) consent to and ratify the amendment to the Intercreditor Agreement dated
as of June 22, 2004 (the Intercreditor Agreement Amendment); 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, which are used in this Amendment
but not 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
by adding the following defined terms in proper alphabetical order or amending
and restating the following definition in its entirety, as the case may be: Lender
Group Bank Product Agreements means those agreements entered into from
time to time by Administrative Borrower or its Subsidiaries with a Lender Group
Bank Product Provider in connection with the obtaining of any of the Lender
Group Bank Products. 
   Lender Group Bank Product Providers means
Wells Fargo or any of its Affiliates.  Lender Group Bank Products Reserve means, as
of any date of determination, the amount of reserves that Lender has
established (based upon the Lender Group Bank Product Providers reasonable
determination of the credit exposure and related expenses of Administrative
Borrower and its Subsidiaries in respect of Lender Group Bank Products) in
respect of Lender Group Bank Products then provided or outstanding.  Loan Documents means this Agreement, the
Lender Group Bank Product Agreements, 
the Cash Management Agreements, the Disbursement Letter, Intellectual Property
Security Agreement, the Fee Letter, the Letters of Credit, the Intercompany
Subordination Agreement, the Intercreditor Agreement, as amended as of June 22,
2004, the Officers Certificate, the guaranty by Borrower with respect to
obligations of Silicon Graphics Finance S.A. to Agent, any note or notes
executed by a Borrower in connection with this Agreement and payable to a
member of the Lender Group, and any other agreement entered into, now, or in
the future, by any Borrower and the Lender Group in connection with this
Agreement.  Maximum Revolver
Amount means $60,000,000.  Obligations means (a) all loans, Advances,
debts, principal, interest (including any interest that, but for the provisions
of the Bankruptcy Code, would have accrued), contingent reimbursement
obligations with respect to outstanding Letters of Credit, premiums,
liabilities (including all amounts charged to Borrowers Loan Account pursuant
hereto or  arising pursuant to Lender
Group Bank Products), obligations (including indemnity obligations arising
pursuant to the Loan Documents or in connection with Lender Group Bank
Products), fees (including fees provided in the Fee Letter), charges, costs,
Lender Group Expenses (including any fees or expenses that, but for the provisions
of the Bankruptcy Code, would have accrued), lease payments, guaranties,
covenants, and duties of any kind and description owing by Borrowers to the
Lender Group pursuant to or evidenced by the Loan Documents and irrespective of
whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, and
including all interest not paid when due and all Lender Group Expenses that
Borrowers are required to pay or reimburse by the Loan Documents, by law, or
otherwise.  Any reference in this
Agreement or in the Loan Documents to the Obligations shall include all
amendments, changes, extensions, modifications, renewals replacements,
substitutions, and supplements, thereto and thereof, as applicable, both prior
and subsequent to any Insolvency Proceeding; and (b) without duplication, all
obligations, liabilities, contingent reimbursement obligations, fees, and
expenses owing by Administrative Borrower or its Subsidiaries to any Lender
Group Bank Product Provider pursuant to or evidenced by the Lender Group Bank
Product Agreements and irrespective of whether for the payment of money,
whether direct or indirect, absolute or continent, due or to become due, now
existing or hereafter arising, and including all such amounts that
Administrative Borrower or its Subsidiaries are obligated to reimburse to
Lender as a result of Lender purchasing participations from, or executing
indemnities or reimbursement obligations to, a Lender Group Bank Product Provider
with respect to the Lender Group Bank Products provided by such Lender Group
Bank Product Provider to Administrative Borrower or its Subsidiaries.  2 
   (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 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:  (x)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  (y)         the
lowest of: (i) 30% of the value of Eligible Inventory, (ii) 80% of the Net
Orderly Liquidation Value ofthe book value ofEligible Inventory, and (iii) $15,000,000, 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)           Section 2.12(a)(ii) of the
Loan Agreement is hereby amended and restated in its entirety as follows:  (ii)         the Letter of Credit Usage would exceed
$60,000,000, or   3.CONSENT TO AND RATIFICATION OF INTERCREDITOR AGREEMENT
AMENDMENT.  Reference is
made to the Intercreditor Agreement Amendment dated as of June 22, 2004 by and
among Agent, U.S Bank National Association (Trustee) and Parent,
pursuant to which the security interest of Trustee in certain Leasing Program
Collateral (as such term is defined in the Intercreditor Agreement Amendment)
was subordinated to Agents security interest in the same collateral.  The parties hereby ratify, confirm and
consent to the execution  3 
   and delivery of the Intercreditor Agreement Amendment, a copy of which
is attached hereto as Exhibit A.  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;  (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 Borrower or the Lender Group; and  (d)           The
Reaffirmation and Consent attached hereto as Exhibit B, evidencing Trustees
consent to this Amendment, has been fully executed and delivered to Agent.  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 amendments 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. 4 
   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.  [Signature page
follows] 5 
   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 LenderBy:
  /s/ Thomas P. ShagrueName:
  Thomas P. ShagrueTitle:
  Vice PresidentSILICON GRAPHICS, INC.,a Delaware corporationBy:
  /s/ Jean FurterName:
  Jean FurterTitle:
  Vice President and TreasurerSILICON GRAPHICS FEDERAL, INC.,
  a Delaware corporationBy:
  /s/ Jeffrey V. ZellmerName:
  Jeffrey V. ZellmerTitle:
  Vice President  6 
  Exhibit
A  Intercreditor
Agreement Amendment  7 
  Exhibit
B  Reaffirmation
and Consent  8