0001140361-14-000609 Sample Contracts

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of
Credit Agreement • January 3rd, 2014 • Photronics Inc • Semiconductors & related devices • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 5, 2013 among PHOTRONICS, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, RBS CITIZENS, NATIONAL ASSOCIATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

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November 10, 2008 Mr. Constantine S. Macricostas 5509 Pennock Point Road Jupiter, Florida 33458 Dear Mr. Macricostas:
Photronics Inc • January 3rd, 2014 • Semiconductors & related devices

Reference is made to the Consulting Agreement between you and Photronics, Inc. (“Photronics”) dated July 11, 2005 (the “Consulting Agreement”). When you became an employee of Photronics on November 10, 2008, it was agreed that your Consulting Agreement would be suspended for the period of time that you are an employee of Photronics. The Consulting Agreement will re-instate in the event you are no longer an employee of Photronics. Furthermore, the term of your Consulting Agreement will be extended for the period of time that were Interim Chief Executive Officer and an employee of Photronics. Except as set forth above, all other terms of the Consulting Agreement will be the same once the Consulting Agreement is re-instated.

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