0001206774-08-000926 Sample Contracts

AMENDMENT NO. 1 Dated as of April 25, 2008 to CREDIT AGREEMENT Dated as of June 6, 2007
Credit Agreement • April 30th, 2008 • Photronics Inc • Semiconductors & related devices • New York

THIS AMENDMENT NO. 1 (“Amendment”) is made as of April 25, 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, 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.

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AMENDMENT NO. 1 Dated as of April 25, 2008 to AMENDED AND RESTATED GUARANTEE AGREEMENT Dated as of August 23, 2007
Guarantee Agreement • April 30th, 2008 • Photronics Inc • Semiconductors & related devices • New York

THIS AMENDMENT NO. 1 (“Amendment”) is made as of April 25, 2008 by and among Photronics, Inc. (the “Guarantor”) and JPMorgan Chase Bank (China) Company Limited, Shanghai Branch, as Administrative Agent (for and on behalf of itself and the Majority Lenders under the Restated Credit Agreement) (the “Administrative Agent”), under that certain Amended and Restated Guarantee Agreement dated as of August 23, 2007 by and among the Guarantor and the Administrative Agent (for and on behalf of itself and the other Finance Parties from time to time party to the Restated Credit Agreement) (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Guarantee Agreement.

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