SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of June 7,
2004, by and between CRAY, INC., a Washington corporation ("Borrower"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank").
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 April 10, 2003, as amended from time to time ("Credit
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 (c) is hereby deleted in its entirety, and the following substituted therefor:
"(c) Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during
the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each,
a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount
of all outstanding Letters of Credit shall not at any time exceed Twenty Million Dollars ($20,000,000.00). The
form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. No Letter
of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The undrawn amount
of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings
thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit
agreements, applications and any related documents required by Bank in connection with the issuance thereof.
Each drawing paid under a Let