October 28, 1998
VIA TELECOPY AND REGULAR MAIL
Bank of America National Trust and Savings Association
Agency Management Services, #5596
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx, Vice President
Re: Credit Agreement dated as of April 12, 1996 (as extended, renewed,
amended or restated from time to time, the "Credit Agreement") among
Silicon Graphics, Inc. (the "Company"), the several financial
institutions from time to time party to the Credit Agreement (the
"Banks"), and Bank of America National Trust and Savings Association,
as Agent (the "Agent")
Ladies and Gentlemen:
The Company hereby terminates the Commitments in their entirety effective
as of November 5, 1998 in accordance with the terms of the Credit Agreement.
All accrued commitment fees to, but not including the effective date of
termination, will be paid by the Company to Agent on account of the Banks on or
before the effective date of termination.
This letter will serve as notice to Agent of the Company's voluntary
termination of all Commitments pursuant to Section 2.07 of the Credit Agreement.
Except for the Company's obligation to pay accrued commitment fees as described
above, the Company's obligations under the Credit Agreement will cease as of the
effective date of termination, including, without limitation, the Company's
obligations under Articles VI and VII of the Credit Agreement.
SILICON GRAPHICS, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx,
Senior Vice President, CFO
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxxx
Vice President, Treasurer
