0001206774-11-000639 Sample Contracts

Photronics, Inc. AND The Bank of Nova Scotia Trust Company of New York, as Trustee INDENTURE Dated as of March 28, 2011 3.25% Convertible Senior Notes due 2016
Indenture • March 29th, 2011 • Photronics Inc • Semiconductors & related devices • New York

INDENTURE dated as of March 28, 2011 between Photronics, Inc., a Connecticut corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of Nova Scotia Trust Company of New York, a New York banking corporation, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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AMENDMENT NO. 3 Dated as of March 18, 2011 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 12, 2010
Credit Agreement • March 29th, 2011 • Photronics Inc • Semiconductors & related devices • New York

THIS AMENDMENT NO. 3 (“Amendment”) is made as of March 18, 2011 by and among Photronics, Inc. (the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated Credit Agreement dated as of February 12, 2010 by and among the Company, the Lenders and the Administrative Agent (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.

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