Exhibit 10.29

AMENDMENT NO. 2

Dated as of October 31, 2008

to

CREDIT AGREEMENT

Dated as of June 6, 2007

          THIS AMENDMENT NO. 2 (“Amendment”) is made as of October 31,
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 (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 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, the Credit Agreement is hereby amended as follows:

          (a) The definition of “Alternate Base
Rate” set forth in Section 1.01 of the Credit Agreement
is amended and restated in its entirety to read as follows:

     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective
Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one
month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus a percentage per annum equal to the
then applicable “Eurocurrency Spread” on such day as set forth in the definition
of “Applicable Rate”; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for
any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page
3750 (or on any successor or substitute page of such page) at approximately
11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted
LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.




          (b) The definition of “Applicable Rate” set forth in
Section 1.01 of the Credit Agreement is amended to restate the chart set forth
therein in its entirety as follows:

		Senior
      Leverage	Eurocurrency	ABR	Commitment Fee
      Rate
		Ratio:	Spread	Spread	
		 	 		
	Category
      1:	< 0.75 to 1.00	2.50%	1.50%	0.50%
	Category
      2:	> 0.75 to 1.00	2.75%	1.75%	0.50%
		but			
		< 1.00 to 1.00			
	Category
      3:	> 1.00 to 1.00	3.00%	2.00%	0.50%



          (c) Clause (a) of Section
6.11 of the Credit Agreement is amended and
restated in its entirety as follows:

          (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
		November 2, 2008		2.25 to 1.00
		January 31, 2009 and
    thereafter		1.50 to
1.00




          (d) Paragraph (o) of Article VII is
amended to delete the reference to “November 2, 2008” appearing therein and to
substitute “December 5, 2008” in lieu thereof.

          (e) A new
paragraph (p) is added to Article VII as follows:

          (p) the
Company and its Subsidiaries shall fail to enter into, by no later than December
5, 2008, such amendments, restatements, modifications and supplements to the
Loan Documents and the Chinese Credit Facility Documents as are required by the
Required Lenders (for the avoidance of doubt, in order to effect such changes to
the principal amount, pricing, maturity, structure and terms of the credit
facility evidenced by the Loan Documents and of the Chinese Credit Facility as
are required by the Required Lenders); or

          (f) A new
paragraph (q) is added to Article VII as follows:

2




          (q) by no
later than December 5, 2008, the Company and its Domestic Subsidiaries will fail
to enter into such agreements and documents as are required by the Collateral
Agent (or fail to take such other actions as are required by the Collateral
Agent in connection therewith) to cause substantially all of the owned property
(whether personal, real, tangible, intangible, or mixed) of the Company and its
Domestic Subsidiaries to be subject at all times to first priority, perfected
Liens (subject to any Liens in existence on October 30, 2008 and permitted under
Section 6.02) in favor of the Collateral Agent for the benefit of the Holders of
Secured Obligations to secure the Secured Obligations (provided that (A) any
mortgages or deeds of trust in respect of real property and any pledge
agreements in respect of the equity interests in a Foreign Subsidiary shall not
be required until such later date as the Collateral Agent may agree in the
exercise of its reasonable discretion with respect thereto and (B) no such
guaranty, pledge or collateral shall be required to the extent the Collateral
Agent reasonably determines that (1) such guaranty, pledge or collateral is
prohibited or otherwise restricted by applicable laws or regulations, or would
cause materially adverse tax consequences to the Company and its Subsidiaries or
(2) in light of the cost and expense associated therewith, such guaranty, pledge
or collateral would be unduly burdensome or not provide material credit support
for the benefit of the Holders of Secured Obligations pursuant to legally
binding, valid and enforceable agreements and
documents);

          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
Administrative Agent shall have received evidence of amendment(s) to the Chinese
Credit Facility Documents on terms and conditions reasonably satisfactory to it,
(c) 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 and (d) 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.

          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.

          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.

3




          (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]

4




          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:  




















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007






	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 

	individually as a Lender, as the Swingline Lender, as the
      Issuing  
	Bank and as Administrative Agent  
	  
	  
	By: 	 	 
	Name:  
	Title:  




















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007






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





















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007






	HSBC BANK USA, NATIONAL ASSOCIATION,
      individually  
	as
      a Lender and as Co-Syndication Agent  
	  
	  
	By: 	 	 
	Name:  
	Title:  




















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007






	CITIBANK, N.A., individually as a Lender and as
      Co-  
	Syndication Agent  
	  
	  
	By: 	 	 
	Name:  
	Title:  




















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007






	BANK OF AMERICA, N.A.,  
	as
      a Lender  
	  
	  
	By: 	 	 
	Name:  
	Title:  




















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007 






	UBS
      LOAN FINANCE LLC,  
	as
      a Lender  
	  
	  
	By: 	 	 
	Name:  
	Title:  
	  
	  
	By: 	 	 
	Name:  
	Title:  















Signature Page to Amendment No.
2
Photronics, Inc.
Credit Agreement dated
as of June 6, 2007




CONSENT AND REAFFIRMATION

          Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing Amendment No. 2 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 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. 2 is dated as of October 31, 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: October 31, 2008

[Signature Page Follows]






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




















Signature Page to Consent and
Reaffirmation to Amendment No. 2
Photronics, Inc.
Credit Agreement dated as of June 6, 2007