EXHIBIT 4.6
SILICON GRAPHICS, INC.
CRAY RESEARCH, INC.
AND
CHEMICAL BANK
(FORMERLY KNOWN AS MANUFACTURERS HANOVER TRUST COMPANY)
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 30, 1996
To Indenture dated as of February 1, 1986
between
CRAY RESEARCH, INC.
and
MANUFACTURERS HANOVER TRUST COMPANY
Trustee
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6 1/8% Convertible Subordinated Debentures Due 2011
FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 1996, among CRAY
RESEARCH, INC., a Delaware corporation (the "COMPANY"), SILICON GRAPHICS, INC.,
a Delaware corporation ("PARENT"), and CHEMICAL BANK (formerly known as
Manufacturers Hanover Trust Company) a corporation organized and existing under
the laws of the State of New York (the "TRUSTEE"), as Trustee to the Indenture
(the "INDENTURE"), dated as of February 1, 1986, between the Company and the
Trustee.
RECITAL OF THE COMPANY AND THE TRUSTEE
WHEREAS, the Company and the Trustee are parties to the Indenture,
pursuant to which certain evidences of indebtedness of the Company have been
issued (the "DEBENTURES").
RECITALS OF THE COMPANY AND PARENT
WHEREAS, the Company, C Acquisition Corporation ("MERGER SUB"), a
wholly owned subsidiary of Parent, and Parent are parties to an Agreement and
Plan of Merger, dated as of February 25, 1996, pursuant to which Merger Sub
shall be merged (the "MERGER") with and into the Company on the date hereof,
with the Company as the surviving corporation and a wholly owned subsidiary of
Parent; and
WHEREAS, the Company and Parent desire, pursuant to Section 11.01 of
the Indenture, to supplement and amend the Indenture, in order to comply with
Section 15.06 of the Indenture.
RECITALS OF PARENT
WHEREAS, Parent is a corporation validly existing under the laws of
the State of Delaware;
WHEREAS, Parent has duly authorized the execution and delivery of this
First Supplemental Indenture to comply with Section 15.06 of the Indenture and
to jointly and severally assume liability for all the obligations of the
Company under the Debentures and the Indenture; and
WHEREAS, immediately after the Merger, no Event of Default (as defined
in the Indenture) exists.
NOW, THEREFORE, the Company, Parent and the Trustee covenant and agree
as follows:
SECTION 1. Pursuant to Section 15.06 of the Indenture, each Debenture shall be
convertible into that amount of common stock of Parent, $.001 par value per
share, and cash, if any, receivable upon consummation of the Merger by a holder
of the number of
2
shares of common stock of the Company, $1.00 par value per share, issuable upon
conversion of such Debenture immediately prior to the consummation of the
Merger.
SECTION 2. Parent hereby jointly and severally assumes liability for the due and
punctual payment of the principal and premium, if any, and interest on all of
the Debentures and the due and punctual performance of all of the covenants and
conditions of the Indenture to be performed by the Company, with the same effect
as if it had been named in the Indenture as a party thereto.
SECTION 3. Any notice or communication by the Trustee to the Company or Parent
is duly given if in writing and delivered in person or mailed by first-class
mail to the address set forth below:
Silicon Graphics, Inc.
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Attention: Legal Services
SECTION 4. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST
SUPPLEMENTAL INDENTURE.
SECTION 5. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
3
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first written above.
SILICON GRAPHICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President,
General Counsel and Secretary
ATTEST:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
[SEAL]
CRAY RESEARCH, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Operating
Officer
ATTEST:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: General Counsel and Secretary
[SEAL]
CHEMICAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ATTEST:
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trust Officer
[SEAL]