the guaranty contained in the Credit Agreement
remains in full force and effect and (c) ratifies the guaranty and further
ratifies and confirms any Liens granted by it to the Collateral Agent for the
benefit of the Lenders under the Loan Documents.
6.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6.5 CONFIRMATION AND ACKNOWLEDGEMENT OF THE OBLIGATIONS; RELEASE. EACH OF THE
CREDIT PARTIES HEREBY (A) CONFIRMS AND ACKNOWLEDGES TO THE AGENTS AND THE
LENDERS THAT IT IS VALIDLY AND JUSTLY INDEBTED TO THE AGENTS AND THE LENDERS FOR
THE PAYMENT OF ALL OBLIGATIONS (AS DEFINED IN THE CREDIT AGREEMENT) WITHOUT
OFFSET, DEFENSE, CAUSE OF ACTION OR COUNTERCLAIM OF ANY KIND OR NATURE
WHATSOEVER AND (B) REAFFIRMS AND ADMITS THE VALIDITY AND ENFORCEABILITY OF THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH OF THE CREDIT PARTIES, ON
ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVES,
RELEASES AND DISCHARGES THE AGENTS AND THE LENDERS AND ALL OF THE AFFILIATES OF
THE AGENTS AND THE LENDERS, AND ALL OF THE DIRECTORS, OFFICERS, EMPLOYEES,
ATTORNEYS, AGENTS, SUCCESSORS AND ASSIGNS OF THE AGENTS AND THE LENDERS AND SUCH
AFFILIATES, FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION (KNOWN
AND UNKNOWN) ARISING OUT OF OR IN ANY WAY RELATING TO ANY OF THE LOAN DOCUMENTS
AND ANY DOCUMENTS, AGREEMENTS, DEALINGS OR OTHER MATTERS CONNECTED WITH ANY OF
THE LOAN DOCUMENTS, IN EACH CASE TO THE EXTENT ARISING (X) ON OR PRIOR TO THE
DATE HEREOF OR (Y) OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR MATTERS
OCCURRING ON OR PRIOR TO THE DATE HEREOF.
6.6 Headings. The headings contained in this Amendment are solely for
convenience and shall not be used or relied upon in any manner in the
construction or interpretation of this Amendment.
6.7 Counterparts. This Amendment may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be deemed an original, and
all such counterparts, taken together, shall constitute one and the same
Amendment. Delivery of an executed counterpart of a signature page to this
Amendment by electronic means shall be as effective as delivery of a manually
executed counterpart.
[Signature pages follow]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date hereof.
SILICON GRAPHICS, INC. By:
/s/ Kathy Lanterman
Name: Kathy Lanterman
Title: Senior Vice President and Chief Financial Officer
SILICON GRAPHICS FEDERAL, INC. By:
/s/ Kathy Lanterman
Name: Kathy Lanterman
Title: Senior Vice President and Chief Financial Officer
SILICON GRAPHICS WORLD TRADE CORPORATION By:
/s/ Kathy Lanterman
Name: Kathy Lanterman
Title: Senior Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT:
MORGAN STANLEY SENIOR FUNDING, INC.,
on behalf of and at the direction of the Required Lenders
By:
/s/ Stephen B. King
Name: Stephen B. King
Title: Vice President