Exhibit 4.5 UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (DTC),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.] SILICON GRAPHICS, INC. $224,356,000 6.50% SENIOR SECURED
CONVERTIBLE NOTE DUE 2009 REGISTERED 
  No. 1
  CUSIP No. 827056
  AE 2
 Silicon
Graphics, Inc., a Delaware corporation, promises to pay to or registered
assigns, the principal amount
of                        Dollars
($) on June 1, 2009 and to pay interest thereon from December 20,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on December 1 and June 1 in
each year, commencing June 1, 2004, at the rate of 6.50% per annum until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
November 15 or May 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange or other market on which the
Securities may be listed, and upon such notice as may be required by such
exchange or market, all as more fully provided in said Indenture. Payment of
the principal of (and premium, if any) and interest on this Security will be
made at the Corporate Trust Office or the office or agency of the Company
maintained for that purposes in the Borough of Manhattan, The City of New York,
New York in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of, or by wire transfer to the account of, the Person
entitled thereto as such address shall appear in the Security Register. Additional
provisions of this Security are set forth on the other side of this Security. A-1 
  IN
WITNESS WHEREOF, Silicon Graphics, Inc. has caused this instrument to be
duly executed under its corporate seal. SILICON GRAPHICS, INC.By:
  /s/Jeffrey V. ZellmerName:
  Jeffrey V. ZellmerTitle:
  Senior Vice President and 
  Chief Financial Officer [SEAL] Attest:
  /s/Sandra M. EscherName:
  Sandra M. EscherTitle:
  Senior Vice President, 
  Secretary and General Counsel Dated: TRUSTEES
CERTIFICATE OF AUTHENTICATION This is
one of the Securities referred to in the within
mentioned Indenture. U.S. BANK
NATIONAL ASSOCIATION, as Trustee, By:
  /s/ Paula M. OswaldAuthorized Signatory A-2 
  SILICON GRAPHICS, INC. 6.50% SENIOR SECURED CONVERTIBLE NOTE
DUE 2009 1.     Interest This
Security shall bear interest at 6.50% per annum in the manner set forth in the
Indenture and the face of this Security. In the event that principal hereof or
any portion of such principal is not paid when due (whether upon acceleration
pursuant to Section 6.02 of the Indenture, upon the date set for payment
of the Redemption Price pursuant to paragraph 5 hereof, upon the date set
for payment of a Fundamental Change Redemption Price pursuant to
paragraph 6 hereof or upon the Stated Maturity of this Security), then in
each such case the overdue amount shall bear interest at the rate of 6.50% per
annum, compounded semiannually (to the extent that the payment of such interest
shall be legally enforceable), which interest shall accrue from the date such
overdue amount was due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. 2.     Method of Payment Subject
to the terms and conditions of the Indenture, the Company will make payments in
respect of the Securities to the persons who are registered Holders of
Securities at the close of business on the Redemption Date, Fundamental Change
Repurchase Date or Stated Maturity, as the case may be. Holders must surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may make such cash payments by check mailed to the
address of, or by wire transfer to the account of, the person entitled to such
payment. 3.     Paying Agent, Conversion
Agent and Registrar Initially,
U.S. Bank National Association, a national banking association (the Trustee), will act as Paying Agent,
Conversion Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent, Registrar or co-registrar without notice, other than
notice to the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or
co-registrar. 4.     Indenture The
Company issued the Securities under an Indenture dated as of December 24,
2003 (the Indenture), between
the Company and the Trustee. Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture
for a statement of those terms. The
Securities are secured obligations of the Company pursuant to certain Junior
Priority Security Documents (as defined in the Indenture) and limited to
$230,591,000 aggregate principal amount (subject to Sections 2.02 and 2.07 of
the Indenture). 5.     Redemption at the Option of
the Company Prior
to the second anniversary of the original issuance of the Securities, the
Securities will not be redeemable at the option of the Company. Beginning on
the second anniversary of the original issuance of the Securities, the Company
may redeem the Securities for cash as a whole at any time, or from time to time
in part, upon not less than 10 days nor more than 60 days notice at
the a price equal to 100% of the principal amount (the Redemption Price) thereof, together with
accrued and unpaid A-3 
   interest
to, but excluding, the Redemption Date, provided that during the year beginning
on the second anniversary of the original issuance of the Securities, the
Company may only redeem the Securities if the Closing Price of the Companys
Common Stock has been at least 150% of the then-applicable Conversion Price for
the 20 consecutive Trading Days ending two Trading Days prior to the notice of
redemption. If
any Redemption Date is an Interest Payment Date, then the interest payable on
such date shall be paid to the Holder of the Security on the next preceding
Regular Record Date. No Securities may be redeemed by the Company if an Event
of Default with respect to the payment of interest on the Securities has
occurred and is continuing. No
sinking fund is provided for the Securities. Notice
of redemption at the option of the Company will be mailed at least 10 days
but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at the Holders registered address. If money
sufficient to pay the Redemption Price, together with accrued interest to, but
excluding, the Redemption Date, of all Securities (or portions thereof) to be
redeemed on the Redemption Date is deposited with the Paying Agent prior to or
on the Redemption Date, on and after such date interest ceases to accrue on
such Securities or portions thereof. Securities in denominations larger than
$1,000 of principal amount may be redeemed in part but only in multiples of
$1,000 of principal amount. 6.     Redemption at the Option of
the Holder Upon a Fundamental Change (a)   At
the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to redeem the Securities held by
such Holder on the date (the Fundamental
Change Repurchase Date) (or if such date is not a Business Day, the
next succeeding Business Day) that is 45 days after the date of the
Companys notice of such Fundamental Change (as defined in the Indenture)
occurring prior to June 1, 2009 at 100% of the principal amount. In each
case, the Company shall also pay accrued but unpaid interest, if any, on such
Securities to, but excluding, the Fundamental Change Repurchase Date; provided
that if such Fundamental Change Repurchase Date is an Interest Payment Date,
then the interest payable on such date shall be paid to the Holder of the
Security on the next preceding Regular Record Date. Securities in denominations
larger than $1,000 of principal amount may be redeemed in part in connection
with a Fundamental Change, but only in multiples of $1,000 of principal amount. (b)   Holders
have the right to withdraw any Fundamental Change Redemption Notice by
delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture. (c)   If
cash sufficient to pay the Fundamental Change Redemption Price, together with
accrued interest to, but excluding, the Fundamental Change Repurchase Date, of
all Securities or portions thereof to be purchased as of the Fundamental Change
Repurchase Date is deposited with the Paying Agent on or prior to the
Fundamental Change Repurchase Date, interest ceases to accrue on such
Securities (or portions thereof) on and after the Fundamental Change Repurchase
Date, and the Holder thereof shall have no other rights as such (other than the
right to receive the Fundamental Change Redemption Price, together with accrued
interest to, but excluding, the Fundamental Change Repurchase Date, upon
surrender of such Security). 7.     Conversion Subject
to the next two succeeding sentences, a Holder of a Security may convert it
into Common Stock of the Company at any time after issuance and before the
close of business on June 1, 2009. If the Security is called for
redemption, the Holder may convert it at any time before the close of the last A-4 
   Trading
Day prior to the Redemption Date. In the event the Security is surrendered
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the close of business on the Trading Day
immediately preceding the next succeeding Interest Payment Date (except in the
case of Security to be redeemed within such period), such Securities must be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement for payment and, in the case of
a conversion after the Regular Record Date next preceding any Interest Payment
Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record
Date to receive an installment of interest payable on such Interest Payment
Date (except in the case of Securities whose Maturity is prior to such Interest
Payment Date), no payment or adjustment is to be made on conversion for
interest accrued hereon or for dividends on the Common Stock issued on
conversion. A Security in respect of which a Holder has delivered a notice of
exercise of the option to redeem such Security in the event of a Fundamental
Change may be converted only if the notice of exercise is withdrawn in
accordance with the terms of the Indenture. The
initial Conversion Price is $1.25 per share of Common Stock, subject to
adjustment in certain events described in Article 10 of the Indenture. The
Company will deliver cash or a check in lieu of any fractional share of Common
Stock. To
convert a Security a Holder must (1) complete and manually sign the
conversion notice on the back of the Security (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent,
(2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Conversion
Agent, the Company or the Trustee and (4) pay any transfer or similar tax,
if required. A
Holder may convert a portion of a Security if the principal amount of such
portion is $1,000 or a multiple of $1,000. No payment or adjustment will be
made for dividends on the Common Stock except as provided in the indenture. The
Conversion Price is subject to adjustment as provided in the Indenture. In
addition, in the case of (i) any reclassification of the Common Stock, or
(ii) a consolidation or merger involving the Company or a sale or
conveyance to another corporation of the property and assets of the Company as
an entirety (or substantially as an entirety), in each case as a result of
which holders of Common Stock shall be entitled to receive stock, securities,
other property or assets (including cash) with respect to or in exchange for
such Common Stock, as set forth in the Indenture, or upon certain distributions
described in the Indenture, the right to convert a Security into Common Stock
may be changed; as set forth in the Indenture, into a right to convert it into
securities, cash or other assets of the Company or another person. 8.     Conversion Arrangement on
Call for Redemption Any
Securities called for redemption, unless surrendered for conversion before the
close of business on the last Trading Day prior to the Redemption Date, may be
deemed to be purchased from the Holders of such Securities at an amount not
less than the Redemption Price, together with accrued interest to, but
excluding the Redemption Date, by one or more investment bankers or other
purchasers who may agree with the Company to purchase such Securities from the
Holders, to convert them into Common Stock of the Company and to make payment
for such Securities to the Trustee in trust for such Holders. A-5 
   9.     Denominations; Transfer;
Exchange The
Securities are in registered form, without coupons, in denominations of $1,000
of principal amount and multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities in respect of
which a Fundamental Change Redemption Notice has been given and not withdrawn
(except, in the case of a Security to be purchased in part, the portion of the
Security not to be purchased) or any Securities for a period of 15 days
before a selection of Securities to be redeemed. 10.   Persons Deemed Owners The
registered Holder of this Security may be treated as the owner of this Security
for all purposes. 11.   Unclaimed Money or Securities The
Trustee and the Paying Agent shall return to the Company upon written request
any money or securities held by them for the payment of any amount with respect
to the Securities that remains unclaimed for two years, provided, however, that
the Trustee or such Paying Agent, before being required to make any such
return, shall at the expense of the Company cause to be published once in a
newspaper of general circulation in The City of New York or mail to each such
Holder notice that such money or securities remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date
of such publication or mailing, any unclaimed money or securities then
remaining will be returned to the Company. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another person. 12.   Amendment; Waiver Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities at the time
outstanding and (ii) certain defaults or noncompliance with certain
provisions may be waived with the written consent of the Holders of a majority
in aggregate principal amount of the Securities at the time outstanding.
Subject to certain exceptions set forth in the Indenture, without the consent
of any Securityholder, the Company and the Trustee may amend the Indenture or
the Securities to cure any ambiguity, defect or inconsistency, or to comply
with Article 5 or Section 10.14 of the Indenture, to provide for
uncertificated Securities in addition to or in place of certificated Securities,
to make any change that does not adversely affect the rights of any
Securityholder, to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the TIA, to add any additional assets
as Collateral, to reflect the grant of Liens on the Collateral to another
secured party, to release Collateral or to conform the Indenture or other
Noteholder Documents to any provision in the Prospectus. 13.   Defaults and Remedies Under
the Indenture, Events of Default include (i) default in payment of the
principal amount, Redemption Price or Fundamental Change Redemption Price, as
the case may be, in respect of the Securities when the same becomes due and
payable; (ii) default for 30 days in the payment of any installment
of interest on the Securities; (iii) failure by the Company to comply with
other agreements A-6 
   in the
Indenture, the Securities or the Junior Priority Security Documents, subject to
notice and lapse of time; (iv) an event of default under the Old Notes
Indenture or the New Indenture shall have occurred that results in the
principal amount of and accrued interest on that debt becoming immediately due
and payable, and (v) certain events of bankruptcy or insolvency. If an
Event of Default as set forth in (i)-(iv) above occurs and is continuing,
the Trustee, or the Holders of at least 25% in aggregate principal amount of
the Securities at the time outstanding, may declare all the Securities to be
due and payable immediately. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being declared due and
payable immediately upon the occurrence of such Events of Default. Securityholders
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Securities
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of amounts specified in
clause (i) or (ii) above) if it determines that withholding notice is
in their interests. 14.   Lien Subordination and Sharing. This
Security is secured by Junior Priority Liens upon the Collateral pursuant to
certain Junior Priority Security Documents. The Junior Priority Liens upon any
and all Collateral are, to the extent and in the manner provided in the
Intercreditor Agreement, subordinate in ranking to all present and future
Senior Priority Liens as set forth in the Indenture and the Intercreditor
Agreement. 15.   Trustee Dealings with the Company The
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. 16.   No Recourse Against Others A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. 17.   Authentication This
Security shall not be valid until an authorized officer of the Trustee manually
signs the Trustees Certificate of Authentication on the other side of this
Security. 18.   Abbreviations Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (Uniform Gift to Minors
Act). A-7 
   19.   Governing Law THE
LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY. 
 The
Company will furnish to any Securityholder upon written request and without
charge a copy of the Indenture which has in it the text of this Security in
larger type. Requests may be made to: Silicon Graphics, Inc.
1500 Crittenden Lane
Mountain View, California 94043
Attn: General Counsel A-8 
  [FORM OF CONVERSION NOTICE] CONVERSION NOTICE To:
Silicon Graphics, Inc. The
undersigned registered holder of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 principal
amount or a multiple thereof) below designated, into shares of Common Stock of
Silicon Graphics, Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and
deliverable upon such conversion, together with any check in payment for fractional
shares and any Securities representing any unconverted principal amount hereof,
be issued and delivered to the registered holder hereof unless a different name
has been indicated below. If shares or any portion of this Security not
converted are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto. Dated: Signature(s) A-9 
   Fill in for registration of shares if to be
  delivered, and Securities if to be issued other than to and in the name of
  the registered bolder:(Name)(Street Address)(City, State and zip
  code)Please print name and
  addressprincipal amount to be
  converted
  (if less than all):$     ,000Social Security or
  Other 
  Taxpayer Identification Number A-10 
  [FORM OF OPTION TO ELECT REDEMPTION
UPON A FUNDAMENTAL CHANGE] To:
Silicon Graphics, Inc. The
undersigned registered holder of this Security hereby acknowledges receipt of a
notice from Silicon Graphics, Inc. (the Company)
as to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to redeem this Security, or the portion
hereof (which is $1,000 principal amount or a multiple thereof) below designated,
in accordance with the terms of the Indenture referred to in this Security. Dated:Signature(s)principal amount to be
  redeemed 
  (if less than all):$Social Security or
  Other 
  Taxpayer Identification Number A-11 
  [FORM OF ASSIGNMENT] For value received 
hereby sell(s), assign(s) and transfer(s) unto 
 (Please insert social security or other taxpayer
identification number of assignee.) the
within Security and hereby irrevocably constitutes and appoints 
attorney to transfer the said Security on the books of the Company, with full
power of substitution in the premises. Dated:Signature(s)Signature(s) must be
  guaranteed by a 
  commercial bank or trust company or a 
  member firm of a major stock exchange.Signature Guarantee NOTICE:
The above signatures of the holder(s) hereof must correspond with the name as
written upon the face of the Security in every particular without alteration or
enlargement or any change whatever. A-12