FIRST AMENDMENT TO RIGHTS AGREEMENT
DATED AS OF MAY 2, 1995
SILICON GRAPHICS, INC.
AND
THE FIRST NATIONAL BANK OF BOSTON, AS RIGHTS AGENT
This First Amendment to Rights Agreement (the "First Amendment") shall amend the
Second Amended and Restated Preferred Share Rights Agreement, dated as of May 6,
1992 (the "Rights Agreement"), between Silicon Graphics, Inc., a Delaware
corporation (the "Company") and The First National Bank of Boston, a national
banking association (the "Rights Agent"). Terms defined in the Rights Agreement
are used herein as therein defined. The parties hereby agree as follows:
1. INCREASE IN PURCHASE PRICE. Section 7(b) of the Rights Agreement is
hereby amended by replacing such section with the following:
(b) The Purchase Price for each one-thousandth of a Preferred Share
issuable pursuant to the exercise of a Right shall, effective May
2, 1995, be $200. Such Purchase Price shall thereafter be
subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below.
2. AUTHORIZATION. The Company hereby certifies that this First Amendment
was duly authorized at a meeting of the Board of Directors of the Company on May
2, 1995, and that this First Amendment is in compliance with the terms of
Section 27 of the Rights Agreement.
3. EFFECTIVENESS. This First Amendment shall be effective as of May 2,
1995.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed as of the day and year first above written.
SILICON GRAPHICS, INC., THE FIRST NATIONAL BANK OF BOSTON,
A DELAWARE CORPORATION AS RIGHTS AGENT
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxxxxx
Title: Vice President Title: Team Leader
