Exhibit 10.32 AMENDMENT
NUMBER NINE TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER NINE TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this Amendment), dated as of September 1,
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: WI
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 Agent revise the concentration limit for a certain account
debtor and that the Loan Agreement be amended to provide for a reset of certain
financial covenants; and 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 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 (i) of the definition of Eligible
Domestic Accounts in Section 1.1 of the Loan Agreement is hereby
amended by restating it in its entirety, as follows: (i)          Accounts with
respect to an Account Debtor whose total obligations owing to Borrower exceed
10% of all Eligible Accounts, to the extent of the obligations owing by such
Account Debtor in excess of such percentage; provided, however, if Accounts
with respect to which the Account Debtor is (x) General Electric Corporation
exceed 35% (or such other percentage as Agent may determine in its sole discretion)
of all Eligible Accounts in the aggregate, to the extent of the obligations
owing by such Account Debtor in excess of such percentage, (y) Northrop
Grumman, NEC Corporation, General Services Administration, Raytheon Company,
Lockheed Martin or the National Aeronautics and Space Administration (NASA)
exceed 20% (or such other percentage as 
   Agent may determine in its sole discretion) of all Eligible Accounts in
the aggregate, to the extent of the obligations owing by such Account Debtor in
excess of such percentage, or (z) BAE Systems or Maryland Procurement exceed
15% (or such other percentage as Agent may determine in its sole discretion) of
all Eligible Accounts in the aggregate, to the extent of the obligations owing
by such Account Debtor in excess of such percentage, (b)           Section 7.20(a) of the Loan
Agreement is hereby amended and restated in its entirety as follows: Minimum EBITDA. 
EBITDA, measured on a fiscal quarter-end basis, of not less than the
required amount set forth in the following table for the applicable period set
forth opposite thereto:  Applicable Amount
  
  Applicable
  Period$3,718,000
  
  For the 3 month period ending September 24, 2004$13,627,000
  
  For the 3 month period ending December 24, 2004$11,799,000
  
  For the 3 month period ending March 25, 2005  (c)  
        Section 7.20(c) of
the Loan Agreement is hereby deleted in its entirety and replaced by the
following: Maximum Capital Expenditures.Make capital expenditures in
excess of $23,529,000 during the 2005 fiscal year. 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; 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 Borrower or the Lender Group. 
   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.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. 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 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 LenderBy:
  /s/ Thomas P.
  ShagrueName:
  Thomas P.
  ShagrueTitle:
  Vice PresidentSILICON
  GRAPHICS, INC.,a Delaware
  CorporationBy:
  /s/ Jean FurterName:
  Jean FurterTitle:
  Vice President
  & TreasurerSILICON GRAPHICS
  FEDERAL, INC.,a Delaware
  corporationBy:
  /s/ Jeffrey V.
  ZellmerName:
  Jeffrey V.
  ZellmerTitle:
  Vice President