CRAY-12.31.2013- Ex 10.35








Exhibit 10.35




FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT




THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of October 15,  2013, by and between GRAY 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 October 1, 2012, 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.  Section 1.1. (a) is hereby amended by deleting "October 15, 2013" as the last day on which Bank  will make  advances  under  the Line of Credit, and  by substituting  for said  date "October 15, 2014," with such change to be effective upon the execution and delivery to Bank of a promissory  note dated as of October 15, 2013 (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.


2.  Section 1.2. (c) is hereby deleted in its entirety, and the following substituted therefor: 


“(c)     Letter of Credit Fees.  Borrower shall pay to Bank (i) fees upon the issuance of each Letter of Credit equal to one and one quarter percent (1.25%) per annum (computed  on the basis of a 360-day year, actual days elapsed) of the face amount thereof, and (ii) fees upon the  payment  or negotiation  of each  drawing  under  any  Letter  of Credit  and  fees  upon  the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank's standard fees and charges then in effect for such activity. Fees will be payable quarterly in arrears for each Letter of Credit."


3.    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.


4.  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.



















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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.


CRAY INC.                    WELLS FARGO BANK, 
   NATIONAL ASSOCIATION
By:  /s/ BRIAN C. HENRY
       Brian C. Henry, Executive Vice            By: /s/ RUSSELL C. CARSON
       President, Chief Financial Officer             Russell C. Carson, Vice President




By:  /s/     MICHAEL C. PIRAINO
       Michael C. Piraino, VP, 
       General  Counsel, Corporate Secretary







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