Filed by Bowne Pure Compliance



 




Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 20, 2007,
by and between CRAY INC., a Washington corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Bank”).



RECITALS




WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as of December 29, 2006, as amended from
time to time (“Credit Agreement”).



WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.



NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:



1. Notwithstanding any provision to the contrary in the Credit Agreement or in the Line of
Credit Note, the maximum amount available for advances and Letters of Credit under the Line of
Credit shall at all times be reduced by an amount equal to the Maximum Potential Exposure (defined
below) of all outstanding foreign exchange contracts between Borrower and Bank. If at any time, the
sum of (a) the outstanding principal balance of advances under the Line of Credit, (b) the amount
available to be drawn under outstanding Letters of Credit, (c) amounts drawn under Letters of
Credit and not yet reimbursed to Bank, and (d) the amount of the Maximum Potential Exposure exceeds
$10,000,000.00, Borrower shall on demand by Bank (a) make a principal reduction of the outstanding
principal balance of the Line of Credit in the amount of such excess, or (b) if no advances are
outstanding, provide cash collateral (maintained at Bank and which may be in the securities account
which secures Borrower’s obligations to Bank hereunder) in the amount of such excess as security
for Borrower’s liability under Letters of Credit and/or foreign exchange contracts in the amount of
such excess. The foregoing cash collateral requirement is in addition to Borrower’s requirement to
maintain the Collateral Value of the Securities Account equal to at least $10,000,000.00 as set
forth in the Amended and Restated Addendum to Security Agreement dated as of the date hereof
executed by Borrower and Bank.



2. Section 1.1
(a) is hereby amended (a) by deleting “December 1, 2008” as the last day on
which Bank will make advances under the Line of Credit, and by
substituting for said date “June 1, 2009,” and (b) by deleting “Twenty Five Million Dollars ($25,000,000.00)” as the maximum
principal amount available under the Line of Credit, and by substituting for said amount “Ten
Million Dollars ($10,000,000.00),” with such changes to be effective upon the execution and
delivery to Bank of a promissory note dated as of December 20, 2007 (which promissory note shall
replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement)
and all other contracts, instruments and documents required by Bank to evidence such change.


 


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3. Section 1.1 (b) is hereby amended by deleting “Fifteen Million Dollars ($15,000,000.00)” as the maximum principal amount available under the Letter of Credit
Subfeature, and by substituting for said amount “Ten Million Dollars ($10,000,000.00).”



4. Section 1.1 (d) is hereby deleted in its entirety, and the following substituted
therefor:



"(d) Foreign Exchange Facility. Subject to the terms and
conditions of this Agreement, Bank hereby agrees to make available to
Borrower a facility (the “Foreign Exchange Facility”) under which Bank,
from time to time up to and including June 1, 2009, will enter into
“payment versus delivery” foreign exchange contracts for the account of
Borrower for the purchase and/or sale by Borrower in United States dollars
of Japanese yen, Euros, Pound Sterling; provided however, that no such
foreign exchange contract shall be entered into if the Maximum Potential
Exposure (as defined below) at such time is, or if the contract were
entered into, would be in excess of Zero United States Dollars
(US$0.00).
No foreign exchange contract shall be executed for a term in excess of
twelve (12) months or for a term which extends beyond June 1, 2009. All
foreign exchange transactions shall be subject to the additional terms of
a Foreign Exchange Agreement dated as of January 24, 2006 (“Foreign
Exchange Agreement”), all terms of which are incorporated herein by this
reference. The term “Maximum Potential Exposure” means at any time the
amount of Borrower’s maximum potential liability to Bank under (i) all
foreign exchange contracts outstanding at such time, and (ii) as
applicable, all foreign exchange contracts requested by Borrower at such
time, as determined by Bank.”




5. Section 1.2 (b) is hereby deleted in its entirety, without substitution.




6. Section 1.2 (c) is hereby renumbered to be 1.2 (b).




7. Section 4.10 is hereby deleted in its entirety, and the following substituted
therefor:



“SECTION 4.10. LIQUIDITY. In addition to minimum balances in the
Collateral account as defined in the ADDENDUM TO SECURITIES AGREEMENT,
Borrower (a) shall maintain liquid assets (defined as cash, cash
equivalents and/or publicly traded/quoted marketable securities acceptable
to Bank in its sole discretion) with an aggregate fair market value not at
any time less than Ten Million Dollars ($10,000,000.00). Further, not
later than 30 days after the end of each quarter Borrower shall provide to
Bank copies of all Borrower’s current account statements for deposit,
brokerage and other accounts, together with such other information as Bank
may require to determine compliance with this covenant.”


 


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8. Except as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification. All terms defined in the
Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the
Credit Agreement shall be read together, as one document.



9. Borrower hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.



ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
day and year first written above.



	 	 	 	 	 	 	 
	 	 	 	 	WELLS FARGO BANK,
	CRAY INC.	 	NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Brian C. Henry
	 	By:
	 	/s/ Russell Carson
	 

	 	 
	 	 	 	 
	 

	 	Brian C. Henry, Executive
	 	 	 	Russell Carson, Relationship Manager
	 

	 	Vice President, Chief Financial Officer	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Kenneth W. Johnson	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Kenneth W. Johnson, Senior V.P.,	 	 	 	 
	 

	 	General Counsel, Corporate Secretary	 	 	 	 







 


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