Exhibit 10.30 

AMENDMENT NO. 3

Dated as of December 3, 2008

to

CREDIT AGREEMENT

Dated as of June 6, 2007

          THIS AMENDMENT NO. 3 (“Amendment”) is made as of December 3,
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”),
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 and the
Administrative Agent agree to certain amendments to the Credit Agreement;


          WHEREAS, the Lenders party hereto and the Administrative 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 and the Administrative 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, paragraphs (o), (p) and (q) of Article VII of the Credit
Agreement are hereby amended to delete each reference to the date “December 5,
2008” appearing therein and to replace each such date with the date “December
12, 2008”. 

          2. Conditions of Effectiveness. The
effectiveness of this Amendment is subject to the conditions precedent that 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. 

          3. Representations and Warranties of the Company. 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 (except to the extent that such representations and warranties are
expressly made solely as of an earlier date in which case such representations
and warranties shall be true and correct as of such earlier date). 

          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. 

          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] 

2 




          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:  









	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. 3 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, 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”) 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. 3 is dated as of December 3, 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 3, 2008 

[Signature Page Follows] 






	PHOTRONICS-TOPPAN TEXAS, INC.  
	  
	By:
      	 
	Name:  
	Title: