Exhibit 10. 31 

AMENDMENT NO. 4

Dated as of December 12, 2008

to

CREDIT AGREEMENT

Dated as of June 6, 2007 

          THIS AMENDMENT NO. 4 (“Amendment”) is made as of December 12,
2008 by and among Photronics, Inc. (the “Company”), the financial institutions
listed on the signature pages hereof and JPMorgan Chase Bank, National
Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and
as Collateral Agent (in such capacity, the “Collateral Agent”), under
that certain Credit Agreement dated as of June 6, 2007 by and among the Company,
the Lenders and the Administrative Agent (as amended by that certain Amendment
No. 1 thereto, dated as of April 25, 2008, and that certain Amendment No. 2
thereto, dated as of October 31, 2008, and as may be further amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement. 

          WHEREAS, the Company has requested that the Lenders, the
Administrative Agent and the Collateral Agent agree to certain amendments to the
Credit Agreement; 

          WHEREAS, the Lenders party hereto, the Administrative Agent
and the Collateral Agent have agreed to such amendments on the terms and
conditions set forth herein; 

          NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Lenders party hereto, the Administrative Agent and the Collateral
Agent have agreed to enter into this Amendment. 

          1. Amendments to Credit Agreement.
Effective as of the date of satisfaction of the conditions precedent set forth
in Section 2 below, the Credit Agreement is hereby amended as follows: 

          (a) The Aggregate Commitment is hereby reduced to $135,000,000 and Schedule
2.01 of the Credit Agreement is hereby amended to be restated in its entirety to
read as set forth on Annex A hereto. 

          (b) Section 1.01 of the Credit Agreement is amended to add the following
definitions thereto and, where applicable, to replace the corresponding
previously existing definitions: 

	          	
           “Aggregate
      Commitment” means the aggregate of the
      Commitments of all of the Lenders, as reduced or increased from time to
      time pursuant to the terms and conditions hereof. As of December 12, 2008,
      the Aggregate Commitment is $135,000,000.  








	          	
           “Applicable
      Percentage” means, with respect to any
      Lender, the percentage of the Aggregate Commitment represented by such
      Lender’s Commitment. If the Commitments have terminated or expired,
      the Applicable Percentages shall be determined based upon the Commitments
      most recently in effect, giving effect to any assignments. 

           “Applicable Rate” means, for any day, with respect to any Eurocurrency
      Revolving Loan, or any ABR Revolving Loan or with respect to the
      commitment fees payable hereunder, as the case may be, the applicable rate
      per annum set forth below under the caption “Eurocurrency Spread”, “ABR
      Spread” or “Commitment Fee Rate”, as the case may be:
  




	          	Eurocurrency 	ABR
    	Commitment Fee
      Rate 
	 	Spread 	Spread 	 
		 	 	 
	 	6.00% 	5.00% 	0.50%
  



	          	
           “Banking Services
      Agreement” means any agreement entered
      into by the Company or any Subsidiary in connection with Banking Services.
      

           “Capital
      Expenditures” means, without
      duplication, any cash expenditures for any purchase or other acquisition
      of any asset which would be classified as a fixed or capital asset on a
      consolidated balance sheet of the Company and its Subsidiaries prepared in
      accordance with GAAP. 

           “Chinese Bridge
      Facility” means the RMB22,500,000
      short-term credit facility by and among Photronics Imaging Technologies
      (Shanghai) Co., Ltd. and JPMorgan Chase Bank, N.A., Shanghai Branch, as
      lender. 

           “Chinese Facility
      Sale” means any sale of the Company’s
      direct or indirect Equity Interests in Photronics China or all or a
      portion of the assets of Photronics China. 

           “Collateral” means all Pledged Equity, all “Collateral” as defined
      in the Security Agreement and all other property pledged in favor of the
      Collateral Agent, on behalf of itself and the Holders of Secured
      Obligations, pursuant to the Mortgages and any other Collateral Document
      from time to time. 

           “Collateral
      Documents” means, collectively, the
      Security Agreement, the Pledge Agreements, the Mortgages and all other
      agreements, instruments and documents executed in connection with this
      Agreement that are intended to create, evidence or perfect Liens to secure
      the Secured Obligations. 

           “Consolidated Fixed
      Charges” means, with reference to any
      period, without duplication, interest payments in cash and scheduled
      principal payments on Indebtedness made in cash during such period, plus
      Taxes paid in cash, all calculated for the Company and its Subsidiaries on
      a consolidated basis. 




2 





	          	
           “Defaulting
      Lender” means any Lender, as determined
      by the Administrative Agent, that has (a) failed to fund any portion of
      its Loans or participations in Letters of Credit or Swingline Loans within
      three (3) Business Days of the date required to be funded by it hereunder,
      (b) notified the Borrower, the Administrative Agent, the Issuing Bank, the
      Swingline Lender or any Lender in writing that it does not intend to
      comply with any of its funding obligations under this Agreement or has
      made a public statement to the effect that it does not intend to comply
      with its funding obligations under this Agreement or under other
      agreements in which it commits to extend credit, (c) failed, within three
      (3) Business Days after request by the Administrative Agent, to confirm
      that it will comply with the terms of this Agreement relating to its
      obligations to fund prospective Loans and participations in then
      outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to
      pay over to the Administrative Agent or any other Lender any other amount
      required to be paid by it hereunder within three (3) Business Days of the
      date when due, unless the subject of a good faith dispute, or (e) (i)
      become or is insolvent or has a parent company that has become or is
      insolvent or (ii) become the subject of a bankruptcy or insolvency
      proceeding, or has had a receiver, conservator, trustee or custodian
      appointed for it, or has taken any action in furtherance of, or indicating
      its consent to, approval of or acquiescence in any such proceeding or
      appointment or has a parent company that has become the subject of a
      bankruptcy or insolvency proceeding, or has had a receiver, conservator,
      trustee or custodian appointed for it, or has taken any action in
      furtherance of, or indicating its consent to, approval of or acquiescence
      in any such proceeding or appointment. 

           “Fixed Charge Coverage
      Ratio” has the meaning assigned to such
      term in Section 6.12(d). 

           “LC Collateral
      Account” has the meaning assigned to
      such term in Section 2.06(j). 

           “Loan Documents” means this Agreement, each Borrowing Subsidiary
      Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guaranty,
      the Collateral Documents (including, without limitation, the Pledge
      Agreements), any promissory notes executed and delivered pursuant to
      Section 2.10(e), the Intercreditor Agreement and any and all other
      instruments and documents executed and delivered in connection with any of
      the foregoing. 

           “Manchester
      Facility” means the real property and
      buildings owned by the Company or any Subsidiary located in Manchester,
      England. 

           “Maturity Date” means July 30,
      2010. 

           “Mortgage” means each mortgage, deed of trust or other agreement
      which conveys or evidences a Lien in favor of the Collateral Agent, for
      the benefit of the Collateral Agent and the Holders of Secured
      Obligations, on real property of a Loan Party, including any amendment,
      restatement, modification or supplement thereto, each in form and
      substance reasonably acceptable to the Collateral Agent and the Company.
      

           “Mortgage
      Instruments” means such title reports,
      title insurance, flood certifications and flood insurance, opinions of
      counsel, surveys, appraisals and environmental reports and other similar
      information and related certifications as are reasonably requested by, and
      in form and substance reasonably acceptable to, the Collateral Agent from
      time to time. 



3 





	          	
           “Net Proceeds” means, with respect to any event, (a) the cash
      proceeds actually received in respect of such event including (i) any cash
      received in respect of any non-cash proceeds (including any cash payments
      received by way of deferred payment of principal pursuant to a note or
      installment receivable or purchase price adjustment receivable or
      otherwise, but excluding any interest payments), but only as and when
      received, (ii) in the case of a casualty, insurance proceeds and (iii) in
      the case of a condemnation or similar event, condemnation awards and
      similar payments, net of (b) the sum of (i) all reasonable attorneys’
      fees, accountants’ fees, investment banking fees, survey costs, title
      policy premiums, and related search and recording charges, transfer taxes,
      deed or mortgage recording taxes, required payments of other obligations
      relating to the applicable event on such asset, other customary expenses
      and brokerage, consultant and other customary fees actually incurred in
      connection therewith, (ii) in the case of a sale, transfer or other
      disposition of an asset (including pursuant to a sale and leaseback
      transaction or a casualty or a condemnation or similar proceeding), the
      amount of all payments required to be made as a result of such event to
      repay Indebtedness (other than Loans) secured by such asset or otherwise
      subject to mandatory prepayment as a result of such event and (iii) the
      amount of all taxes paid (or reasonably estimated to be payable) and the
      amount of any reserves established against any adjustment to the sale
      price or to fund contingent liabilities reasonably estimated to be
      payable, in each case during the year that such event occurred or the next
      succeeding year and that are directly attributable to such event (as
      determined reasonably and in good faith by a Financial Officer).
      

           “Pledge
      Subsidiary” means (i) each Domestic
      Subsidiary and (ii) each First Tier Foreign Subsidiary that is a Material
      Subsidiary. 

           “PRC Collateral
      Documents” means the mortgages,
      security agreements and all other agreements, instruments and documents
      executed in connection with the Chinese Credit Facility (as amended) that
      are intended to create, evidence or perfect Liens to secure the
      “Obligations” as defined thereunder. 

           “Prepayment Event” means, after
      December 12, 2008: 

           (a)
      any sale, lease, transfer or other disposition (including pursuant to a
      sale and leaseback transaction but excluding any sale, transfer, lease or
      disposition from the Company or any Subsidiary to the Company, any
      Subsidiary or any Affiliate thereof) of any property or asset of the
      Company or any Domestic Subsidiary (an “Asset Sale”) with Net Proceeds
      which, when added to the aggregate amount of Net Proceeds received from
      all Asset Sales occurring in the same fiscal year, exceed $1,000,000; or
      

           (b)
      any casualty or other insured damage to, or any taking under power of
      eminent domain or by condemnation or similar proceeding of, any property
      or asset of the Company or any Subsidiary with a fair market value
      immediately prior to such event equal to or greater than $1,000,000; or
      

           (c)
      the issuance by the Company of any Equity Interests, or the receipt by the
      Company of any capital contribution; or 

           (d)
      the incurrence by the Company or any Subsidiary of any Indebtedness
      pursuant to Sections 6.01 (f) or (j); or 

           (e)
      the receipt by the Company or any Subsidiary of any dividend payment from
      PSMC; or 

           (f) any Qualified Asset Sale.
      



4





	          	
           “Qualified Asset
      Sales” means (i) the Chinese Facility
      Sale and (ii) the sale, transfer or disposition by the Company or any
      Subsidiary of all or a portion of the Manchester Facility (in each case
      excluding sales, transfers or dispositions from the Company or any
      Subsidiary to the Company, any Subsidiary or any Affiliate thereof).
      

           “Qualified Unsecured
      Indebtedness” of the Company or any
      Subsidiary means unsecured Indebtedness of such Person in an aggregate
      outstanding principal amount not in excess of $25,000,000 and on terms and
      conditions satisfactory to the Administrative Agent (it being understood
      and agreed that the limitations applicable to Subordinated Indebtedness
      pursuant to Section 6.10 shall also be applicable, mutatis mutandis, to
      Qualified Unsecured Indebtedness). 

           “Security
      Agreement” means that certain Security
      Agreement (including any and all supplements thereto), dated as of
      December 12, 2008, between the Loan Parties and the Collateral Agent, for
      the benefit of the Collateral Agent and the other Holders of Secured
      Obligations, as the same may be amended, restated or otherwise modified
      from time to time. 

           “UCC” means the Uniform Commercial Code as in effect from time to time
      in the State of New York or any other state the laws of which are required
      to be applied in connection with the issue of perfection of security
      interests. 



          (c) Section 1.01 of the Credit Agreement is amended to delete the
defined terms “Financials” and “Permitted Acquisition” appearing therein.


          (d) The definition of “Chinese Credit Facility Guarantee”
appearing in Article I of the Credit Agreement is amended to delete the
reference “Chinese Facility” appearing therein and to replace such reference
with the reference “Chinese Credit Facility”. 

          (e) The definition of “Material Indebtedness” appearing in Article
I of the Credit Agreement is amended to (1) delete the reference “Material
Subsidiaries” appearing therein and to replace such reference with the reference
“Subsidiaries” and (2) delete the amount “$15,000,000” appearing therein and to
replace such amount with the amount “$5,000,000”. 

          (f) The definition of “Pledge Agreements” appearing in Article I
of the Credit Agreement is amended to delete the reference “5.10” appearing
therein and to replace such reference with the reference “5.09”. 

          (g) The definition of “Pledged Equity” appearing in Article I of
the Credit Agreement is amended to delete the reference “Administrative Agent”
appearing therein and to replace such reference with the reference “Collateral
Agent”. 

          (h) The definition of “Subsidiary Guarantor” appearing in Article
I of the Credit Agreement is amended to delete the reference “Material
Subsidiary” appearing therein and to replace such reference with the reference
“Subsidiary”. 

          (i) Section 2.06(j) of the Credit Agreement is amended to add the
parenthetical “(the “LC Collateral
Agent”)” immediately after the phrase “for
the benefit of the Lenders” appearing in the first sentence thereof. 

5




          (j) Section 2.09(b) of the
Credit Agreement is amended to add the following sentence to the end thereof:


	          	
           “The Commitments shall also reduce in accordance with the terms of
      Section 2.11(c).” 



          (k) Section 2.09 of the Credit Agreement is amended to (1) change
clause (c) thereof to a new clause (d) and (2) to add the following as a new
clause (c) thereto: 

	          	
           (c)
      Notwithstanding anything herein to the contrary, unless previously reduced
      to or below such amounts pursuant to Section 2.09(b), the Commitments
      shall, without any action by or notice to the Company, automatically and
      irrevocably be reduced to (i) $120,000,000 on October 31, 2009 and (ii)
      $100,000,000 on January 31, 2010, in each case with such reduction
      allocated ratably among the Lenders in proportion to their respective
      Applicable Percentages. Each such reduction shall be accompanied by a
      prepayment of the Loans by the Company on such date (or, if such day is
      not a Business Day, on the immediately succeeding Business Day) such that
      the Dollar Amount of the sum of the Revolving Credit Exposures does not
      exceed the Aggregate Commitment immediately after giving effect to such
      reduction. 



          (l) Section 2.11(b) of the Credit Agreement is amended to (1) add
the parenthetical “(as reduced pursuant to Section 2.09)” immediately after the
reference to “Aggregate Commitment” appearing in clause (i) thereof and (2)
delete the reference “LC Disbursements” appearing in clause (ii) thereof and
replace such reference with the reference “LC Exposure”. 

          (m) Section 2.11 of the Credit Agreement is amended to add the
following as a new clause (c) thereto: 

	          	
           (c)
      In the event and on each occasion that any Net Proceeds are received by or
      on behalf of the Company or any of its Subsidiaries in respect of any
      Prepayment Event, the Company shall, within three (3) Business Days after
      such Net Proceeds are received by the Company or any Subsidiary, prepay
      the Revolving Loans and, if no Revolving Loans are outstanding, cash
      collateralize LC Exposure, in an aggregate amount equal to 100% of such
      Net Proceeds received by the Company or any Subsidiary; provided that the Net
      Proceeds in respect of the Chinese Facility Sale (and Net Proceeds arising
      from a casualty, condemnation or similar event in respect of the assets of
      Photronics China) shall first be applied to prepay amounts outstanding
      (and permanently reduce and terminate the commitments) under the Chinese
      Credit Facility with any remaining Net Proceeds being applied to prepay
      the Revolving Loans and, if no Revolving Loans are outstanding, cash
      collateralize LC Exposure, as described above; provided further that, in the
      case of any event described in clause (b) of the definition of the term
      “Prepayment Event”, if the Company shall deliver to the Administrative
      Agent a certificate of a Financial Officer to the effect that the Company
      or its relevant Subsidiaries intend to apply the Net Proceeds from such
      event (or a portion thereof specified in such certificate), within 90 days
      after receipt of such Net Proceeds, to acquire (or replace or rebuild)
      real property, equipment or other tangible assets (excluding inventory) to
      be used in the business of the Company and/or its Subsidiaries, and
      certifying that no Default has occurred and is continuing, then no
      prepayment shall be required pursuant to this paragraph in respect of the
      Net Proceeds specified in such certificate; provided further that to the
      extent of any such Net Proceeds therefrom that have not been so applied by
      the end of such 90 day period, at which time a prepayment shall be
      required in an amount equal to such Net Proceeds that have not been so
      applied.



6 





	          	
      Notwithstanding anything to the
      contrary set forth in this Agreement, until the Commitments have been
      irrevocably reduced to $100,000,000, to the extent any prepayments of the
      Revolving Loans and/or cash collateralization of LC Exposure are effected
      due to the application of this Section 2.11(c), all such prepayments
      and/or cash collateralization shall be accompanied by a concurrent,
      automatic, irrevocable reduction and termination of the Commitments in an
      amount equal to any such prepayment and/or cash collateralization with
      such reduction and termination allocated ratably among the Lenders in
      proportion to their respective Applicable Percentages.
  



          (n) Section 2.18(b) of the Credit Agreement is hereby amended to
add the phrase, “subject to the terms of the Intercreditor Agreement,”
immediately prior to clause (i) appearing therein. 

          (o) Section 2.19(b) of the Credit Agreement is amended to (1)
delete the phrase “defaults in its obligation to fund Loans hereunder” appearing
in the first sentence thereof and to replace such phrase with the phrase
“becomes a Defaulting Lender” and (2) add the parenthetical “(and if a
Commitment is being assigned, the Issuing Bank)” immediately after the reference
“Administrative Agent” appearing in clause (i) of the proviso therein.


          (p) Article II of the Credit Agreement is amended to add the
following as a new Section 2.24 thereof: 

	          	
           SECTION 2.24. Defaulting
      Lenders. Notwithstanding any provision
      of this Agreement to the contrary, if any Lender becomes a Defaulting
      Lender, then the following provisions shall apply for so long as such
      Lender is a Defaulting Lender: 

           (a)
      if any Swingline Exposure or LC Exposure exists at the time a Lender is a
      Defaulting Lender, the Borrower shall within one (1) Business Day
      following notice by the Administrative Agent (i) prepay such Swingline
      Exposure or, if agreed by the Swingline Lender, cash collateralize the
      Swingline Exposure of the Defaulting Lender on terms satisfactory to the
      Swingline Lender and (ii) cash collateralize such Defaulting Lender’s LC
      Exposure in accordance with the procedures set forth in Section 2.06(j)
      for so long as such LC Exposure is outstanding; and 

           (b)
      the Swingline Lender shall not be required to fund any Swingline Loan and
      the Issuing Bank shall not be required to issue, amend or increase any
      Letter of Credit unless it is satisfied that cash collateral will be
      provided by the Borrower in accordance with Section 2.24(a).
  



          (q) Section 3.01 of the Credit Agreement is amended to delete the
reference “Pledge Agreements” appearing therein and to replace such reference
with the reference “Loan Documents”. 

          (r) Section 3.02 of the Credit Agreement is amended and restated
in its entirety to read as follows: 

	          	
           SECTION 3.02. Authorization;
      Enforceability. The Transactions are
      within each Loan Party’s corporate powers and have been duly authorized by
      all necessary corporate and, if required, shareholder action. The Loan
      Documents to which each Loan Party is a party have been duly executed and
      delivered by such Loan Party and constitute a legal, valid and binding
      obligation of such Loan Party, enforceable in accordance with their terms,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium
      or other laws affecting creditors’ rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding in
      equity or at law. 



7 




          (s) Section 3.03 of the Credit Agreement is amended to delete the
reference “Pledge Agreements” appearing in clause (d) thereof and to replace
such reference with the reference “Loan Documents”. 

          (t) Section 3.13 of the Credit Agreement is amended to delete the
reference “Borrower” appearing therein and to replace such reference with the
reference “Company”. 

          (u) Article III of the Credit Agreement is amended to add the
following as a new Section 3.16 thereof: 

	          	
           SECTION 3.16. Security Interest
      in Collateral. The provisions of this
      Agreement and the other Loan Documents create legal and valid Liens on all
      the Collateral covered thereby in favor of the Collateral Agent, for the
      benefit of the Holders of Secured Obligations, and (i) when all
      appropriate filings, recordings, registrations, stampings or notifications
      are made and (ii) upon the taking of possession or control by the
      Collateral Agent of such Collateral with respect to which a security
      interest may be perfected only by possession or control, such Liens shall
      constitute perfected and continuing Liens on the Collateral, securing the
      Secured Obligations, and having priority over all other Liens on the
      Collateral except in the case of (a) Permitted Encumbrances, to the extent
      any such Permitted Encumbrances would have priority over the Liens in
      favor of the Collateral Agent pursuant to any applicable law and (b) Liens
      perfected only by possession (including possession of any certificate of
      title) to the extent the Collateral Agent has not obtained or does not
      maintain possession of such Collateral. 



          (v) Section 5.05 of the Credit Agreement is amended and restated
in its entirety to read as follows: 

	          	
           SECTION 5.05. Maintenance of Properties; Insurance. 

           (a)
      The Company will, and will cause each of its Subsidiaries to, (i) keep and
      maintain all property material to the conduct of its business in good
      working order and condition, ordinary wear and tear excepted, and (ii)
      maintain with financially sound and reputable carriers (1) insurance in
      such amounts (with no greater risk retention) and against such risks
      (including loss or damage by fire and loss in transit; theft, burglary,
      pilferage, larceny, embezzlement, and other criminal activities; business
      interruption; and general liability) and such other hazards, as is
      customarily maintained by companies of established repute engaged in the
      same or similar businesses operating in the same or similar locations and
      (2) all insurance required pursuant to the Collateral Documents. The
      Company will furnish to the Lenders, upon request of the Collateral Agent,
      information in reasonable detail as to the insurance so maintained.
      



8 





	          	
           (b)
      The Company shall deliver to the Collateral Agent endorsements (x) to all
      “All Risk” physical damage insurance policies on the Loan Parties’
      tangible personal property and assets located in the United States of
      America and business interruption insurance policies naming the Collateral
      Agent as lender loss payee, and (y) to all general liability and other
      liability policies naming the Collateral Agent an additional insured. Each
      policy for liability insurance shall provide for all losses to be paid on
      behalf of the Collateral Agent and the Company or its Subsidiaries as
      their interests may appear. In the event the Company or any of its
      Subsidiaries at any time or times hereafter shall fail to obtain or
      maintain any of the policies or insurance required herein or to pay any
      premium in whole or in part relating thereto, then the Collateral Agent,
      without waiving or releasing any obligations or resulting Default
      hereunder, may at any time or times thereafter (but shall be under no
      obligation to do so) obtain and maintain such policies of insurance and
      pay such premiums and take any other action with respect thereto which the
      Collateral Agent deems advisable. All sums so disbursed by the Collateral
      Agent shall constitute part of the Obligations, payable as provided in
      this Agreement. The Company will furnish to the Collateral Agent prompt
      written notice of any casualty or other insured damage to any material
      portion of the Collateral or the commencement of any action or proceeding
      for the taking of any material portion of the Collateral or interest
      therein under power of eminent domain or by condemnation or similar
      proceeding. 

           (c)
      So long as no Event of Default shall have occurred and be continuing, all
      insurance payments received by the Collateral Agent in connection with any
      loss, damage or destruction of any property of the Company or any of its
      Subsidiaries will be released by the Collateral Agent to the applicable
      Company or such Subsidiary for the repair, replacement or restoration
      thereof, subject to the prepayment requirements under Section 2.11(c) and
      subject to such other terms and conditions with respect to the release
      thereof as the Collateral Agent may reasonably require.
  



          (w) Section 5.06 of the Credit Agreement is amended to (1) add the
phrase “including environmental assessment reports and Phase I or Phase II
studies,” immediately after the phrase “relevant books and records,” appearing
in the second sentence thereof and (2) add the sentence “The Company
acknowledges that the Administrative Agent, after exercising its rights of
inspection, may prepare and distribute to the Lenders certain reports pertaining
to the Company and its Subsidiaries’ assets for internal use by the
Administrative Agent and the Lenders.” to the end thereof. 

          (x) Section 5.09 of the Credit Agreement is amended and restated
in its entirety to read as follows: 

	          	
           SECTION 5.09. Subsidiary
      Guarantors; Pledges; Additional Collateral; Further Assurances


           (a)
      As promptly as possible but in any event within thirty (30) days (or such
      later date as may be agreed upon by the Administrative Agent) after any
      Person becomes a Subsidiary or any Subsidiary qualifies independently as,
      or is designated by the Company or the Administrative Agent as, a
      Subsidiary Guarantor pursuant to the definition of “Subsidiary Guarantor”,
      the Company shall provide the Administrative Agent with written notice
      thereof setting forth information in reasonable detail describing the
      earnings and material assets of such Person and shall cause each such
      Subsidiary which also qualifies as a Subsidiary Guarantor to deliver to
      the Administrative Agent a joinder to the Subsidiary Guaranty and the
      Security Agreement (in each case in the form contemplated thereby)
      pursuant to which such Subsidiary agrees to be bound by the terms and
      provisions of thereof, such Subsidiary Guaranty to be accompanied by
      appropriate corporate resolutions, other corporate documentation and legal
      and joinder opinions in form and substance reasonably satisfactory to the
      Administrative Agent and its counsel. 



9 





	          	
           (b)
      The Company will cause, and will cause each other Subsidiary qualifying as
      a Loan Party to cause, within the time periods set forth below with
      respect to real property, all of its owned property (whether real,
      personal, tangible, intangible, or mixed) to be subject at all times to
      first priority and perfected (subject in each case to the qualifications
      specified in Section 3.16 with respect to priority and perfection) Liens
      in favor of the Collateral Agent for the benefit of the Holders of Secured
      Obligations to secure the Secured Obligations in accordance with the terms
      and conditions of the Collateral Documents, subject in any case to Liens
      permitted by Section 6.02. Without limiting the generality of the
      foregoing, the Company (i) will cause the Applicable Pledge Percentage of
      the issued and outstanding Equity Interests of each Pledge Subsidiary
      directly owned by the Company or any other Subsidiary qualifying as a Loan
      Party to be subject at all times to a first priority and perfected
      (subject in each case to the qualifications specified in Section 3.16 with
      respect to priority and perfection) Lien in favor of the Collateral Agent
      to secure the Secured Obligations in accordance with the terms and
      conditions of the Collateral Documents; provided that no such pledge of
      the Equity Interests of a Foreign Subsidiary shall be required hereunder
      to the extent such pledge is prohibited by applicable law or the
      Collateral Agent and its counsel reasonably determine that, in light of
      the cost and expense associated therewith, such pledge would be unduly
      burdensome or not provide material Pledged Equity for the benefit of the
      Holders of Secured Obligations pursuant to legally binding, valid and
      enforceable Pledge Agreements, and (ii) will, and will cause each other
      Subsidiary qualifying as a Loan Party to, deliver Mortgages and Mortgage
      Instruments with respect to real property owned by the Company or such
      Subsidiary to the extent, and within such time period as is, reasonably
      required by the Collateral Agent. Notwithstanding the foregoing, the
      Company agrees to use its best efforts to deliver such Mortgages and
      Mortgage Instruments as soon as practicable after December 12, 2008 but in
      no event later than February 5, 2009 or such later date as the Collateral
      Agent may agree in the exercise of its reasonable discretion with respect
      thereto. 

           (c)
      Without limiting the foregoing, the Company will, and will cause each
      Subsidiary to, execute and deliver, or cause to be executed and delivered,
      to the Collateral Agent such documents, agreements and instruments, and
      will take or cause to be taken such further actions (including the filing
      and recording of financing statements, fixture filings, mortgages, deeds
      of trust and other documents and such other actions or deliveries of the
      type required by Section 4.01, as applicable), which may be required by
      law or which the Collateral Agent may, from time to time, reasonably
      request to carry out the terms and conditions of this Agreement and the
      other Loan Documents and to ensure perfection and priority of the Liens
      created or intended to be created by the Collateral Documents, all at the
      expense of the Company. 

           (d)
      If any real property or improvements thereto or any interests therein are
      acquired by a Loan Party after December 12, 2008 (other than assets
      already constituting Collateral under the Security Agreement or any
      Mortgage), the Company will notify the Collateral Agent thereof, and, if
      requested by the Collateral Agent, the Company will cause such assets to
      be subjected to a Lien securing the Secured Obligations and will take, and
      cause the other Loan Parties to take, such actions as shall be necessary
      or reasonably requested by the Collateral Agent to grant and perfect such
      Liens, including actions described in paragraph (c) of this Section, all
      at the expense of the Company. 



          (y) The Credit Agreement is amended to delete the existing Section
5.10 and to delete all references thereto. 

10 




          (z) The Credit Agreement is amended to insert new Sections 5.10,
5.11 and 5.12 thereto as follows: 

	          	
           SECTION 5.10. Replacement of
      Chinese Credit Facility. The Company
      and its applicable Subsidiaries shall make their best efforts to enter
      into, by such time and pursuant to such documentation as is reasonably
      requested by the Administrative Agent, one or more replacements of the
      Chinese Credit Facility that, inter
      alia, will cause all or a portion of
      the Indebtedness thereunder to become a direct borrowing obligation of the
      Company. Those Lenders with branches or Affiliates party to the Chinese
      Credit Facility agree to cooperate with the Company in considering any
      such replacement facility in their sole discretion in order to facilitate
      compliance with this covenant by the Company and its Subsidiaries (it
      being understood and agreed that the foregoing shall not constitute a
      commitment by any such Lender to enter into any such replacement
      facility). 

           SECTION 5.11. Depository
      Banks. The Company and each Subsidiary
      will, by no later than January 12, 2009, maintain one or more of the
      Lenders (or their subsidiaries or affiliates) as its principal depository
      bank, including for the maintenance of operating, administrative, cash
      management, collection activity, and other deposit accounts for the
      conduct of its business. In the event that any Lender ceases to be a
      Lender hereunder, the Company and its applicable Subsidiaries shall have
      30 days, or such longer period as may be agreed by the Collateral Agent in
      its reasonable discretion, to move its accounts to one or more of the
      other Lenders (or their subsidiaries or affiliates). 

           SECTION 5.12. Financial
      Consultant. The Company shall retain
      the services of a financial consultant selected by the Company from a list
      of consultants provided to the Company by the Administrative Agent (the
      “Financial Consultant”) on terms (including scope of engagement) reasonably
      acceptable to the Administrative Agent by no later than January 15, 2009.
      The Company shall cause the Financial Consultant to provide a report (in
      form and scope reasonably acceptable to the Administrative Agent) to the
      Administrative Agent and the Lenders covering the 2009 business plan, cash
      flow projections and liquidity, capital expenditures and foreign
      activities, in each case in respect of the Company and its Subsidiaries,
      by no later than March 31, 2009. It is understood and agreed that the
      Financial Consultant shall be and remain the agent of the Company and not
      of the Agents or the Lenders and shall not have any authority to act for,
      or on behalf of, the Agents or the Lenders in any matter whatsoever;
      provided that the Financial Consultant will be permitted to hold direct
      conversations with the Agents and the Lenders.




          (aa) Section 6.01(e) of the Credit Agreement is amended to delete
the amount “$35,000,000” appearing therein and to replace such amount with the
amount “$5,000,000”. 

          (bb) Section 6.01(f) of the Credit Agreement is amended and
restated in its entirety to read as follows: 

	          	
           (f)
      Subordinated Indebtedness and Qualified Unsecured Indebtedness, in each
      case so long as, after giving effect to the incurrence thereof, no Default
      shall have occurred and be continuing and the Borrowers shall be in
      compliance, on a pro forma basis after giving effect to such incurrence,
      with the covenants contained in Section 6.11 recomputed as if such
      incurrence had occurred on the first day of the period for testing such
      compliance; 



          (cc) Section 6.01(i) of the Credit Agreement is amended to delete
the word “and” appearing at the end thereof. 

11 




          (dd) Section 6.01(j) of the Credit Agreement is amended and
restated in its entirety to read as follows: 

	          	
           (j)
      unsecured Indebtedness in an aggregate principal amount not exceeding
      $1,000,000 at any time outstanding; and 



          (ee) Section 6.01 of the Credit Agreement is amended to add the
following as a new clause (k) thereof: 

	          	
           (k)
      in addition to Indebtedness permitted pursuant to Section 6.01(b),
      Indebtedness existing on December 12, 2008 and set forth in Schedule
      6.01(k) and extensions, renewals and replacements of any such Indebtedness
      with Indebtedness of a similar type that does not increase the outstanding
      principal amount thereof. 



          (ff) Section 6.02(a) of the Credit Agreement is amended to delete
the phrase “the Pledge Agreements” appearing therein and to replace such phrase
with the phrase “any Loan Document or PRC Collateral Document”. 

          (gg) Section 6.03(a)(iii) of the Credit Agreement is amended to add
the phrase “or otherwise dissolve into,” immediately before the phrase “a Loan
Party” appearing therein. 

          (hh) Each of clause (D) and clause (E) of Section 6.03(a)(iv) of
the Credit Agreement is amended and restated in its entirety to read as follows:


	          	
           (D)
      enter into Qualified Asset Sales so long as the Net Proceeds resulting
      thereof are applied in accordance with Section 2.11(c) and 

           (E)
      make any other sales, transfers, leases or dispositions of assets with an
      aggregate book value that, together with the aggregate book value of all
      other assets of the Company and its Subsidiaries previously leased, sold
      or disposed of as permitted by this clause (E) during any fiscal year of
      the Company, does not exceed 1% of Consolidated Total Assets (as reflected
      in the most recent consolidated balance sheet of the Company delivered to
      the Lenders) or as otherwise approved in writing by the Administrative
      Agent and 



          (ii) Clause (vi) of Section 6.03(a) of the Credit Agreement is
amended to (1) become clause (v) of Section 6.03(a) of the Credit Agreement and
(2) insert the phrase “or a Material Subsidiary” immediately after the reference
to “Foreign Subsidiary Borrower” appearing therein. 

          (jj) Section 6.04(d) of the Credit Agreement is amended and
restated in its entirety to read as follows: 

	          	
           (d)
      investments, loans or advances made by the Company in or to any Subsidiary
      and made by any Subsidiary to the Company or any other Subsidiary
      (provided that not more than $1,000,000 in investments, loans or advances
      or capital contributions may be made and remain outstanding, during the
      term of this Agreement, by any Loan Party to a Subsidiary which is not a
      Loan Party but provided further that investments, loans, advances or
      capital contributions made to (i) effect the servicing of the obligations
      under the Chinese Credit Facility or the Chinese Bridge Facility and (ii)
      fund the operating expenses of Photronics China in the ordinary course of
      business consistent with past practice, in each case shall not be subject
      to the foregoing proviso); 



12 




          (kk) Each of Section 6.04(h) and Section 6.04(j) of the Credit
Agreement is amended and restated in its entirety to read as follows:


	          	
           (h) [intentionally omitted];
      

           (j) [intentionally omitted];
      



          (ll) Section 6.04(k) of the Credit Agreement is amended to (1)
delete the amount “$10,000,000” appearing therein and to replace such amount
with the amount “1,000,000” and (2) change the period appearing at the end
thereof to “; and”. 

          (mm) Section 6.04 of the Credit Agreement is amended to add the
following as a new clause (l) thereof: 

	          	
           (l)
      in addition to investments permitted pursuant to Section 6.04(i),
      investments, loans or advances existing on December 12, 2008 and set forth
      in Schedule 6.04(l) and extensions, renewals and replacements of any such
      investments, loans or advances with investments, loans or advances of a
      similar type that do not increase the outstanding amount thereof.
      



          (nn) Section 6.06(a) of the Credit Agreement is amended to (1)
insert a comma immediately after the word “Subsidiaries” appearing in clause
(iii) thereof and (2) amend and restate clause (iv) thereof in its entirety to
read as follows: 

	          	
           (iv) PSMC may make dividends
      to its shareholders. 



          (oo) Clause (iii) of Section 6.06(b) of the Credit Agreement is
amended and restated in its entirety to read as follows: 

	          	
           (iii) [intentionally omitted];
      



          (pp) Section 6.11 of the Credit Agreement is amended and restated
in its entirety to read as follows: 

	          	
           SECTION 6.11. Financial Covenants.
      

           (a)
      Maximum Senior Leverage
      Ratio. The Company will not permit the
      ratio (the “Senior Leverage
      Ratio”), determined as of the end of
      each of its fiscal quarters set forth below, of (i) Consolidated Senior
      Indebtedness to (ii) Consolidated EBITDA for the period of 4 consecutive
      fiscal quarters ending with the end of such fiscal quarter, all calculated
      for the Company and its Subsidiaries on a consolidated basis, to be
      greater than the ratio set forth opposite such fiscal quarter:
    



	          	Fiscal Quarter Ending On or
      About 	     	Maximum Senior Leverage Ratio
    
	 	October 31, 2008 		2.25 to 1.00 
	 	January 31,
      2009 		2.25 to 1.00 
		April 30, 2009 		2.15 to 1.00 
		July 31,
      2009 	 	2.00 to 1.00 
		October 31, 2009 		1.75 to 1.00 
		January 31,
      2010 and each Fiscal Quarter 		1.25 to 1.00 
		
      ending thereafter 
		



13 





	          	
           (b)
      Total Leverage Ratio. The Company will not permit the ratio (the
      “Total Leverage Ratio”), determined as of the end of each of its fiscal
      quarters set forth below, of (i) Consolidated Total Indebtedness to (ii)
      Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending
      with the end of such fiscal quarter, all calculated for the Company and
      its Subsidiaries on a consolidated basis, to be greater than the ratio set
      forth opposite such fiscal quarter: 




	          	Fiscal Quarter Ending On or
      About 	     	Maximum Total Leverage Ratio
  
		October 31, 2008 		2.50 to 1.00 
		January 31,
      2009 	 	2.50 to
      1.00 
		April 30, 2009 		2.40 to 1.00 
	 	July 31,
      2009 		2.25 to
      1.00 
		October 31, 2009 		2.00 to 1.00 
		January 31,
      2010 and each Fiscal Quarter 		1.50 to
      1.00 
		ending
      thereafter 		



	          	
           (c)
      Minimum Unrestricted Cash
      Balances. The Company will not permit
      the aggregate amount of unrestricted cash balances and Permitted
      Investments maintained by the Company and its Subsidiaries to be less than
      $50,000,000. For the avoidance of doubt, any cash deposited with the
      Collateral Agent pursuant to the terms of the Collateral Documents shall
      be deemed to be unrestricted cash. 

           (d)
      Minimum Fixed Charge Coverage
      Ratio. The Company will not permit the
      ratio (the “Fixed Charge Coverage
      Ratio”), determined as of the end of
      each of its fiscal quarters set forth below, of (i) Consolidated EBITDA
      minus
      Capital Expenditures to (ii) Consolidated Fixed Charges, in each case for
      the period of four (4) consecutive fiscal quarters ending with the end of
      such fiscal quarter, all calculated for the Company and its Subsidiaries
      on a consolidated basis, to be less than the ratio set forth opposite such
      fiscal quarter: 




	          	Fiscal Quarter Ending On or
      About 	     	Minimum Fixed Charge Coverage
      Ratio 
		January 31, 2009 		1.25 to 1.00 
	 	April 30, 2009
      and each Fiscal Quarter 		1.50 to
      1.00 
		ending
      thereafter 	 	



	          	
           (e)
      Minimum EBITDA. The Company will not permit Consolidated EBITDA for
      the fiscal quarters ending on or about the dates set forth below to be
      less than the corresponding amount set forth opposite such fiscal quarter:
      




	          	Fiscal Quarter Ending On
      or About 	     	Minimum Consolidated
      EBITDA 
	 	October 31, 2008 	 	$25,000,000 
		January 31,
      2009 		$16,000,000 
		April 30, 2009 		$25,000,000 
		July 31, 2009 and each 		$30,000,000 
		Fiscal
      Quarter ending thereafter 		



14 





	          	
           (f)
      Maximum Capital
      Expenditures. The Company will not, nor
      will it permit any Subsidiary to, make Capital Expenditures in (i) an
      amount (in the aggregate for the Company and its Subsidiaries) in excess
      of $12,500,000 during the Company’s fiscal quarter ending on or about
      October 31, 2008 and (ii) an amount (in the aggregate for the Company and
      its Subsidiaries) during the period of 4 consecutive fiscal quarters
      ending as of the end of each of its fiscal quarters (other than the fiscal
      quarter ending on or about October 31, 2008) in excess of the Relevant
      Amount. “Relevant Amount” means $65,000,000 as of the end of the Company’s
      fiscal quarter ending on or about January 31, 2009 and $57,500,000 as of
      the end of each of the Company’s fiscal quarters ending thereafter.
      



          (qq) Clause (d) of Article VII of the Credit Agreement is amended
to restate subclause (i) thereof in its entirety to read as follows: 

	          	
           (d)(i) the Company shall fail to observe or perform any covenant,
      condition or agreement contained in Section 5.02, 5.03 (with respect to
      any Borrower’s existence), 5.08, 5.09, 5.10, 5.11 or 5.12, in Article VI
      or in Article X or 



          (rr) Clause (k) of Article VII of the Credit Agreement is amended
to delete the amount “$10,000,000” appearing therein and to replace such amount
with the amount “$1,000,000”. 

          (ss) Article VII of the Credit Agreement is amended to (1) insert
the word “or” at the end of clause (n) thereof, (2) delete clauses (o) and (p)
thereof and (3) amend and restate clause (q) thereof as a new clause (p) thereof
in its entirety to read as follows: 

	          	
           (p)
      any Collateral Document shall for any reason fail to create a valid and
      perfected first priority security interest in any material portion of the
      Collateral purported to be covered thereby, except as permitted by the
      terms of any Loan Document; 



          (tt) Article VII of the Credit Agreement is amended to (1) delete
the term “obligations” appearing in the second to last paragraph thereof and to
replace such term with the defined term “Obligations”, (2) delete the reference
“Pledged Equity” appearing in the first sentence of the last paragraph thereof
and to replace such reference with the reference “Collateral” and (3) add the
following as a new final paragraph thereto: 

	          	
           Upon the occurrence and during the continuance of an Event of
      Default, the Collateral Agent may, in accordance with the terms of the
      Intercreditor Agreement, exercise any rights and remedies provided to the
      Collateral Agent under the Loan Documents or at law or equity, including
      all remedies provided under the UCC. 



          (uu) Article VIII of the Credit Agreement is amended to (1) delete
each reference to “Pledged Equity” appearing therein and to replace each such
reference with the reference “Collateral”, (2) delete each reference to “Pledge
Agreements” appearing therein and to replace each such reference with the
reference “Collateral Documents” and (3) restate the final paragraph thereof in
its entirety to read as follows: 

15 





	          	
           The
      parties hereto acknowledge and agree for the purposes of taking and
      ensuring the continuing validity of German law governed pledges
      (Pfandrechte) with the creation of parallel debt obligations of the Borrowers
      as will be further described in a separate German law governed parallel
      debt undertaking. The Collateral Agent shall (i) hold such parallel debt
      undertaking as fiduciary agent (Treuhaender) and (ii) administer
      and hold as fiduciary agent (Treuhaender) any pledge created
      under a German law governed Collateral Document which is created in favor
      of any Holder of the Secured Obligations or transferred to any Holder of
      the Secured Obligations due to its accessory nature (Akzessorietaet), in
      each case in its own name and for the account of the Holders of the
      Secured Obligations. Each Lender, on its own behalf and on behalf of its
      affiliated Holders of Secured Obligations, hereby authorizes the
      Collateral Agent to enter as its agent in its name and on its behalf into
      any German law governed Collateral Document, to accept as its agent in its
      name and on its behalf any pledge under such Collateral Document and to
      agree to and execute as agent its in its name and on its behalf any
      amendments, supplements and other alterations to any such Collateral
      Document and to release any such Collateral Document and any pledge
      created under any such Collateral Document in accordance with the
      provisions herein and/or the provisions in any such Collateral Document.
      



          (vv) Article IX of the Credit Agreement is amended to add the
following as a new Section 9.14 thereto: 

	          	
           SECTION 9.14. Appointment for
      Perfection. Each Lender hereby appoints
      each other Lender as its agent for the purpose of perfecting Liens, for
      the benefit of the Collateral Agent and the Holders of Secured
      Obligations, in assets which, in accordance with Article 9 of the UCC or
      any other applicable law can be perfected only by possession. Should any
      Lender (other than the Collateral Agent) obtain possession of any such
      Collateral, such Lender shall notify the Collateral Agent thereof, and,
      promptly upon the Collateral Agent’s request therefor shall deliver such
      Collateral to the Collateral Agent or otherwise deal with such Collateral
      in accordance with the Collateral Agent’s instructions.
  



          (ww) Schedule 3.01 of the Credit Agreement is hereby amended in its
entirety to read as set forth on Annex B hereto. 

          (xx) A new Schedule 6.01(k) is hereby added to the Credit Agreement
as set forth on Annex C hereto. 

          (yy) A new Schedule 6.04(l) is hereby added to the Credit Agreement
as set forth on Annex D hereto. 

          2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions
precedent that (a) the Administrative Agent shall have received counterparts of
this Amendment duly executed by the Company, the Required Lenders and the
Administrative Agent and the Consent and Reaffirmation attached hereto duly
executed by the Subsidiary Guarantors, (b) the Company shall have paid to the
Administrative Agent, for the account of each Lender that executes and delivers
its signature page hereto by such time as is requested by the Administrative
Agent, an amendment fee equal to 0.50% of such Lender’s Commitment, (c) the
Company shall have paid all of the fees of the Administrative Agent and its
affiliates (including, to the extent invoiced, reasonable attorneys’ fees and
expenses of the Administrative Agent) in connection with this Amendment and the
other Loan Documents and (d) the Company and its Subsidiaries shall have
delivered to the Administrative Agent and the Collateral Agent all Collateral
Documents and related instruments and documents requested by the Administrative
Agent and the Collateral Agent in connection with the effectiveness of this
Amendment. 

16 




          3. Representations and Warranties of the Company and
Acknowledgements and Confirmations. The Company hereby
represents and warrants as follows: 

          (a) This Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of the Company and are
enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


          (b) As of the date hereof and giving effect to the terms of this
Amendment, (i) no Default shall have occurred and be continuing and (ii) the
representations and warranties of the Company set forth in the Credit Agreement,
as amended hereby, are true and correct as of the date hereof. 

          (c) The Company (and by its execution of the Consent and
Reaffirmation attached hereto, each Subsidiary Guarantor) hereby acknowledges
and confirms that (i) it does not have any grounds, and hereby agrees not to
challenge (or to allege or to pursue any matter, cause or claim arising under or
with respect to) the effectiveness, genuineness, validity, collectibility or
enforceability of the Credit Agreement or any of the other Loan Documents, the
Secured Obligations, the Liens securing such Secured Obligations, or any of the
terms or conditions of any Loan Document and (ii) it does not possess (and
hereby forever waives, remises, releases, discharges and holds harmless the
Lenders, the Agents and their respective affiliates, stockholders, directors,
officers, employees, attorneys, agents and representatives and each of their
respective heirs, executors, administrators, successors and assigns
(collectively, the “Indemnified Parties”) from and against, and agrees not to
allege or pursue) any action, cause of action, suit, debt, claim, counterclaim,
cross-claim, demand, defense, offset, opposition, demand and other right of
action whatsoever, whether in law, equity or otherwise (which it, all those
claiming by, through or under it, or its successors or assigns, have or may
have) against the Indemnified Parties, or any of them, by reason of, any matter,
cause or thing whatsoever, with respect to events or omissions occurring or
arising on or prior to the date hereof and relating to the Credit Agreement or
any of the other Loan Documents (including, without limitation, with respect to
the payment, performance, validity or enforceability of the Secured Obligations,
the Liens securing the Secured Obligations or any or all of the terms or
conditions of any Loan Document) or any transaction relating thereto.


          4. Reference to and
Effect on the Credit Agreement. 

          (a) Upon the effectiveness hereof, each reference to the Credit
Agreement in the Credit Agreement or any other Loan Document shall mean and be a
reference to the Credit Agreement as amended hereby. 

          (b) Except as specifically amended above, the Credit Agreement and
all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed. 

          (c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or the Lenders, nor constitute a waiver of any provision of
the Credit Agreement or any other documents, instruments and agreements executed
and/or delivered in connection therewith. 

17 




          5. Governing Law. This
Amendment shall be construed in accordance with and governed by the law of the
State of New York. 

          6. Headings. Section headings
in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose. 

          7. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Signatures delivered by
facsimile or PDF shall have the same force and effect as manual signatures
delivered in person. 

[Signature Pages Follow] 

18 




          IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written. 

		PHOTRONICS, INC.,
as the Company
		  
		  
		By: 	 
		Name:  
		Title:  







		
      JPMORGAN CHASE BANK, NATIONAL
      ASSOCIATION,
individually as a Lender, as the Swingline Lender, as the
      Issuing
Bank and as Administrative Agent 

		  
		  
		By: 	 
		Name:  
		Title:  




		
      JPMORGAN CHASE BANK, NATIONAL
      ASSOCIATION,
as Collateral Agent 

		  
		  
		By: 	 
		Name:  
		Title:  







		
      RBS CITIZENS, NATIONAL
      ASSOCIATION (successor by
merger to Citizens Bank of Massachusetts),
      individually as a
Lender and as Co-Syndication Agent 

		  
		  
		By: 	 
		Name:  
		Title:  







		
      HSBC BANK USA, NATIONAL
      ASSOCIATION, individually
as a Lender and as Co-Syndication Agent
      

		  
		  
		By: 	 
		Name:  
		Title:  







		
      CITIBANK, N.A., individually as a
      Lender and as Co-
Syndication Agent 

		  
		  
		By: 	 
		Name:  
		Title:  







		
      BANK OF AMERICA, N.A.,
as a
      Lender

		  
		  
		By: 	 
		Name:  
		Title:  







		
      UBS LOAN FINANCE LLC,
as a
      Lender

		  
		  
		By: 	 
		Name:  
		Title:  



		  
		By: 	 
		Name:  
		Title:  






CONSENT AND REAFFIRMATION 

          Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing Amendment No. 4 to the Credit Agreement dated as of June 6,
2007 (as amended by that certain Amendment No. 1 thereto, dated as of April 25,
2008, that certain Amendment No. 2 thereto, dated as of October 31, 2008, and
that certain Amendment No. 3 thereto, dated as of December 3, 2008, and as may
be further amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”) by and among Photronics, Inc. (the “Company”), the Foreign Subsidiary
Borrowers from time to time party thereto (together with the Company, the
“Borrowers”), the financial institutions from time to time party thereto (the
“Lenders”)
and JPMorgan Chase Bank, National Association, as Administrative Agent (the
“Administrative Agent”), which Amendment No. 4 is dated as of December 12, 2008
(the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not
defined herein shall have the meanings given to them in the Credit Agreement.
Without in any way establishing a course of dealing by the Administrative Agent
or any Lender, each of the undersigned consents to the Amendment and reaffirms
the terms and conditions of the Subsidiary Guaranty and any other Loan Document
executed by it and acknowledges and agrees that such agreements and each and
every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated. 

Dated: December 12, 2008 

[Signature Page Follows] 





		
      PHOTRONICS-TOPPAN TEXAS, INC.
      

		  
		  
		By: 	 
		Name:  
		Title: