**Exhibit 4.10**

SILICON GRAPHICS, INC. 

6.50% Senior Secured Convertible Notes Due 2009 

FIRST SUPPLEMENTAL INDENTURE 

DatedSeptember 18, 2006 

U.S. BANK NATIONAL ASSOCIATION, 

TRUSTEE 

FIRST SUPPLEMENTAL INDENTURE, dated September 18, 2006, by and between SILICON GRAPHICS, INC., aDelaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, not in its individual capacity but solely as Trustee(the “Trustee”) under the Indenture (as defined herein). 

RECITALS 

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of December 24, 2003 (the “Indenture”), pursuant to whichthe Company issued $224,356,000 aggregate principal amount of 6.50% Senior Secured Convertible Notes Due 2009 (the “Securities”); 

WHEREAS, as of the Effective Date (as defined herein) of this First Supplemental Indenture $188,578,000 aggregate principal amount of the Securities were outstanding; 

WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend the Indenture or the Securities with the written consentof the Holders (as defined in the Indenture) of at least a majority of the aggregate principal amount of the Securities outstanding; 

WHEREAS, the Company has sought to obtain debtor in possession financing from Quadrangle Master Funding Ltd., Watershed Technology Holdings, L.L.C., and Encore Fund, L.P. (collectively, the “DIP Lenders”) in the form ofterm loans pursuant to the terms and on the conditions set forth in the $70,000,000 Post-Petition Loan and Security Agreement, dated as of May 8, 2006 (the “DIP Agreement”), by and among Silicon Graphics, Inc., Silicon GraphicsFederal, Inc., and Silicon Graphics World Trade Corporation, on the one hand, and Quadrangle Master Funding Ltd., Watershed Technology Holdings, L.L.C., and Encore Fund, L.P., on the other hand, and the proposed order approving such financingattached hereto as Exhibit A which shall be secured by a lien senior to the lien on the Collateral granted to the Securityholders under the Security Agreement; 

WHEREAS, holders or beneficial owners or investment managers or advisers for the beneficial owners of not less than $94,482,087 in aggregate principal amount of the Securities outstanding, constituting not less than50.1 perscent (50.1%) of the outstanding Securities, have consented to the amendments set forth in this First Supplemental Indenture, subject to the closing of the DIP Agreement; 

WHEREAS, all acts and things prescribed by the Indenture to make this First Supplemental Indenture a valid instrument legally binding on the Company andthe Trustee, in accordance with its terms, have been duly done and performed; and 

WHEREAS, capitalized terms used herein but not otherwisedefined herein shall have the meanings ascribed to such terms in the Indenture. 

NOW, THEREFORE, to comply with the provisions of theIndenture and in consideration of the above premises, the Company and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Securities as follows: 

 

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**ARTICLE I**

**Section 1.01.**This First Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture forany and all purposes. 

**Section 1.02.**Notwithstanding anything herein to the contrary, this First Supplemental Indenture isdeemed effective as of May 10, 2006 (the “Effective Date”). 

**ARTICLE II**

**Section 2.01.**Upon the Effective Date of this First Supplemental Indenture pursuant to Section 1.02 above, the text ofSection 4.06(e) of the Indenture shall be deemed deleted in its entirety and replaced with the following: 

“(e) (i) otherindebtedness to banks or other institutional lenders in the form of revolving credit loans or term loans or the issuance of letters of credit or bankers’ acceptances or the like, including the Secured Credit Facility as it may be extended,refinanced, renewed or replaced, *provided* that the aggregate principal amount of such other indebtedness at any time outstanding does not exceed $100 million, provided further that the amount set forth in this clause (e)may be increased topermit as necessary the term loans under the $70,000,000 Post-Petition Loan and Security Agreement, dated as of May 8, 2006, by and among Silicon Graphics, Inc., Silicon Graphics Federal, Inc., and Silicon Graphics World Trade Corporation, onthe one hand, and Quadrangle Master Funding Ltd., Watershed Technology Holdings, LLC, and Encore Fund, L.P., on the other hand; or “. 

**Section 2.02.**Upon the Effective Date of this First Supplemental Indenture pursuant to Section 1.02 above, the text of the defined term “Senior Priority Lien” of Section 1.01 of the Indenture shall bedeemed deleted in its entirety and replaced with the following: 

““**Senior Priority Lien**” means any lien on theCollateral created by the Company that is senior to the lien granted to the Securityholders under the Security Agreement and that secures debt permitted under section 4.06(e) of this Indenture, including, but not limited to the liens created underthe Secured Credit Facility and under the $70,000,000 Post-Petition Loan and Security Agreement, dated as of May 8, 2006, by and among Silicon Graphics, Inc., Silicon Graphics Federal, Inc., and Silicon Graphics World Trade Corporation, on theone hand, and Quadrangle Master Funding Ltd., Watershed Technology Holdings, LLC, and Encore Fund, L.P., on the other hand.” 

**ARTICLE III**

**Section 3.01.**Except as specifically modified herein, the Indenture and the Securities are in allrespects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms. 

**Section 3.02.**Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this First Supplemental Indenture. This FirstSupplemental Indenture is executed and accepted by the Trustee subject to all of the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicableto the Trustee with respect hereto. 

 

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**Section 3.03.**THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. This First SupplementalIndenture shall be governed and construed in accordance with the applicable terms and provisions of the Indenture as supplemented hereby, which terms and provisions are incorporated herein by reference, as if this First Supplemental Indenture werethe “Indenture” referred to therein. 

**Section 3.04.**The parties may sign any number of copies of this FirstSupplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 

**Section 3.05**. Upon the Effective Date, this First Supplemental Indenture shall form a part of the Indenture for all purposes replacing in all respects (a) Section 4.06(e) of the Indenture with the language set forth inSection 2.01 hereof and (b) the defined term “Senior Priority Lien” of Section 1.01 of the Indenture with the language set forth in Section 2.02 hereof. Every holder of Senior Secured Notes heretofore or hereafterauthenticated and delivered shall be bound hereby. Any and all references, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this First Supplemental Indenture(whether or not made), unless the context shall otherwise require. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executedas of the date first written above. 

 
**COMPANY**SILICON GRAPHICS, INC.By: 
/s/ Kathy Lanterman
Name: Kathy LantermanTitle: Senior Vice President and Chief Financial Officer**TRUSTEE**U.S. BANK NATIONAL ASSOCIATIONBy: 
/s/ James E. Murphy
Name: James E. MurphyTitle: Vice President
SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE 

(6.50% SENIOR SECURED CONVERTIBLE NOTES DUE 2009)