Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
entered into as of June 1, 2009, 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. Section 1.1 (a) is hereby
amended (a) by deleting “June 1, 2009” as the
last day on which Bank will make advances under the Line of Credit,
and by substituting for said date “June 1, 2010,”
and (b) by deleting “One Million Six Hundred Ninety
Thousand Dollars ($1,690,000.00)” as the maximum principal
amount available under the Line of Credit, and by substituting for
said amount “Three Million Five Hundred Thousand Dollars
($3,500,000.00),” with such changes to be effective upon the
execution and delivery to Bank of a promissory note dated as of
June 1, 2009 (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 1.1 (b) is hereby
amended by deleting “One Hundred Ninety Thousand Dollars
($190,000.00)” as the maximum principal amount available
under the Letter of Credit Subfeature, and by substituting for said
amount One Million Dollars ($1,000,000.00).”
3. Section 1.1 (d) and
(e) is hereby deleted in its entirety, and the following
substituted therefor:
“(d) “
Foreign Exchange Facility . Subject to 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, 2010, will enter into 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, Korean won, and other currencies as the parties shall
agree, provided, however, that the aggregate Maximum Potential
Exposure of
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