| | On April 25, 2008, Photronics, Inc. (the “Company”) entered into Amendment No. 1 to the Credit Agreement. The Credit Agreement was entered into on June 6, 2007 among the Company, the Lenders Party thereto and JPMorgan Chase Bank, National Association as Administrative Agent and Collateral Agent, Citizens Bank of Massachusetts, HSBC Bank USA, National Association and Citibank, N.A. as Co-Syndication Agents (the “Credit Agreement”). Amendment No. 1 to the Credit Agreement amends the Applicable Rate chart that is set forth in Section 1.01 of the Credit Agreement to amend the Eurocurrency Spread, ABR Spread and Commitment Fee Rate. Amendment No. 1 also amends clause (a) of Section 6.11 by amending the Maximum Senior Leverage Ratio to 2.25 to 1.00 for the fiscal quarter ending April 29, 2008 through July 27, 2008 and 1.50 to 1.00 for the fiscal quarter ending November 2, 2008 and thereafter. Article 7 of the Credit Agreement was amended to provide that during the period from April 25, 2008 to November 2, 2008, the Company will enter into an agreement evidencing permanent long term capital in form and on terms and conditions reasonably satisfactory to the Administrative Agent whereby the Company receives net cash proceeds in an amount of at least $75,000,000 during such period. On April 25, 2008, the Company also entered into Amendment No.1 to the Amended and Restated Guarantee Agreement by and among the Company 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) dated August 23, 2007 (the “Guarantee Agreement”). Clause (a) of Section 7.11 of the Guarantee Agreement was amended to provide that the Company will not permit the Senior Leverage Ratio to be greater than the following: 2.25 to 1.00 for the fiscal quarter ending April 29, 2008 through July 27, 2008 and 1.50 to 1.00 for the fiscal quarter ending November 2, 2008 and thereafter. |
